Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HARROLD JASON M
   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.
(Last)
(First)
(Middle)
C/O OPTICARE HEALTH SYSTEMS, INC., 87 GRANDVIEW AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
03/06/2006
(Street)

WATERBURY, CT 06708		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, $.001 par value per share 03/06/2006   D   15,000 D (1) 0 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HARROLD JASON M
C/O OPTICARE HEALTH SYSTEMS, INC.
87 GRANDVIEW AVENUE
WATERBURY, CT 06708		       President, Managed Vision Div.  

Signatures

 /s/ Jason M. Harrold   03/08/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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