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 *
NEWMAN MARK S
   2. Issuer Name and Ticker or Trading Symbol
OPTICARE HEALTH SYSTEMS INC [OPT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 0.33 03/06/2006   D     50,000   (1) 05/09/2015 Common Stock 50,000 (1) 0 D  
Employee Stock Option (right to buy) $ 0.45 03/06/2006   D     40,000   (2) 05/07/2014 Common Stock 40,000 (2) 0 D  
Employee Stock Option (right to buy) $ 0.65 03/06/2006   D     50,000   (3) 02/28/2013 Common Stock 50,000 (3) 0 D  
Employee Stock Option (right to buy) $ 0.2 03/06/2006   D     150,000   (4) 05/21/2012 Common Stock 150,000 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NEWMAN MARK S
C/O OPTICARE HEALTH SYSTEMS, INC.
87 GRANDVIEW AVENUE
WATERBURY, CT 06708		   X      

Signatures

 /s/ Mark S. Newman   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) Pursuant to the merger agreement between the Issuer and Refac, this option, which provided for immediate vesting on May 9, 2005, was assumed by Refac in the merger and replaced with an option to purchase 2,360 shares of Refac Common Stock for $6.99 per share. The terms and provisions of the Issuer's option plans will continue to apply to the options assumed by Refac.
(2) This option, which provided for immediate vesting on May 7, 2004, was assumed by Refac in the merger and replaced with an option to purchase 1,888 shares of Refac Common Stock for $9.53 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 immediate vesting on February 28, 2003, was assumed by Refac in the merger and replaced with an option to purchase 2,360 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 immediate vesting on May 21, 2002, was assumed by Refac in the merger and replaced with an option to purchase 7,080 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.

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