SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HARROLD JASON M

(Last)

(First)

(Middle)

C/O OPTICARE HEALTH SYSTEMS, INC.

87 GRANDVIEW AVENUE

(Street)

WATERBURY

06708

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OPTICARE HEALTH SYSTEMS INC [ OPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Managed Vision Div.

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.001 par value per share	03/06/2006		D		15,000	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$0.68	03/06/2006		D			7,000	⁽²⁾	03/31/2014	Common Stock	7,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$0.65	03/06/2006		D			22,500	⁽³⁾	02/28/2013	Common Stock	22,500	⁽³⁾	0	D
Employee Stock Option (right to buy)	$0.2	03/06/2006		D			25,000	⁽⁴⁾	05/21/2012	Common Stock	25,000	⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$0.15	03/06/2006		D			125,000	⁽⁵⁾	01/04/2012	Common Stock	125,000	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$1.78	03/06/2006		D			45,000	⁽⁶⁾	08/02/2010	Common Stock	45,000	⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$5.85	03/06/2006		D			11,250	⁽⁷⁾	08/13/2009	Common Stock	11,250	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$19.12	03/06/2006		D			784	⁽⁸⁾	08/13/2009	Common Stock	784	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$12.75	03/06/2006		D			785	⁽⁹⁾	08/13/2009	Common Stock	785	⁽⁹⁾	0	D
Employee Stock Option (right to buy)	$6.37	03/06/2006		D			785	⁽¹⁰⁾	08/13/2009	Common Stock	785	⁽¹⁰⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement between the Issuer and Refac in exchange for 708 shares of Refac Common Stock having a market value of $8.05 per share on the effective date of the merger.

2. This option, which provided for vesting in four equal annual installments beginning March 31, 2005, was assumed by Refac in the merger and replaced with an option to purchase 330 shares of Refac Common Stock for $14.41 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac.

3. This option, which provided for vesting in four equal annual installments beginning February 28, 2004, was assumed by Refac in the merger and replaced with an option to purchase 1,062 shares of Refac Common Stock for $13.77 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac.

4. This option, which provided for vesting in four equal annual installments beginning May 21, 2003, was assumed by Refac in the merger and replaced with an option to purchase 1,180 shares of Refac Common Stock for $4.24 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac.

5. This option, which has vested completely, was assumed by Refac in the merger and replaced with an option to purchase 5,900 shares of Refac Common Stock for $3.18 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac.

6. This option, which has vested completely, was assumed by Refac in the merger and replaced with an option to purchase 2,124 shares of Refac Common Stock for $37.71 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac.

7. This option, which has vested completely, was assumed by Refac in the merger and replaced with an option to purchase 531 shares of Refac Common Stock for $123.94 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac.

8. This option, which provided for immediate vesting on November 2, 2001, was assumed by Refac in the merger and replaced with an option to purchase 37 shares of Refac Common Stock for $405.08 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac.

9. This option, which provided for immediate vesting on November 2, 2000, was assumed by Refac in the merger and replaced with an option to purchase 37 shares of Refac Common Stock for $270.13 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac.

10. This option, which provided for immediate vesting on November 2, 1999, was assumed by Refac in the merger and replaced with an option to purchase 37 shares of Refac Common Stock for $134.96 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac.

	/s/ Jason M. Harrold	03/08/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.