SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of
                     THE SECURITIES AND EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2001 Commission File Number 1-9399

                         RESEARCH FRONTIERS INCORPORATED
             (Exact name of registrant as specified in its charter)

                           DELAWARE                             11-2103466
               (State or other jurisdiction of              (I.R.S. Employer
               incorporation or organization)               Identification No.)

          240 CROSSWAYS PARK DRIVE
          WOODBURY, NEW YORK                                11797-2033
          (Address of principal executive offices)          (Zip Code)

        Registrant's telephone number, including area code (516) 364-1902

           Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of Exchange
          Title of Class                          on Which Registered

          None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.0001 Par value
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X   No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [X]

As of March 27, 2002 there were 12,130,395 shares of Research Frontiers
Incorporated common stock outstanding (of which 625,389 shares were held,
either directly or indirectly, by affiliates of the Company), and the aggregate
market value of the common shares (based upon the closing trading price of
these shares on NASDAQ on March 27, 2002) held by non-affiliates was
approximately $204,789,107.  In making this computation, all shares known to
be owned by directors and executive officers of the Company and all shares
known to be owned by other persons holding in excess of 5% of the
Company's common stock have been deemed held by "affiliates" of the
Company.  Nothing herein shall prejudice the right of the Company or any
such person to deny that any such director, executive officer, or stockholder is
an "affiliate."          Exhibit Index at pages 19-23.
                                  Page 1 of 43

                                  PART I

ITEM 1.                           BUSINESS

General

Research Frontiers Incorporated ("Research Frontiers" or the
"Company") was incorporated in New York in 1965 and
reincorporated in Delaware in 1989.  Research Frontiers' business is
to develop and license its suspended particle technology for
controlling the amount of light passing through a device. Such
suspended particle devices are often referred to as "SPDs" or "light
valves."

SPDs use microscopic light-absorbing particles that are either in a
liquid suspension or a film. The microscopic particles align when an
electrical voltage is applied.  This permits light to pass through the
device, and allows the amount of light to be controlled. The first
light valve of this type was invented by Dr. Edwin Land, founder of
Polaroid Corporation, in the 1930s.  Since 1965, Research Frontiers
has been actively working to develop and license its own
technology, which it protects using patents, trade secrets and know-
how. Although patent and trade secret protection is not a guarantee
of commercial success, Research Frontiers currently has
approximately 365 patents and pending  patent applications
throughout the world protecting its technology.

SPD technology may have wide commercial applications in many
types of products where variable light transmission is desired, such
as:

     -    "smart" windows
     -    variable light transmission eyewear such as goggles and sunglasses
     -    self-dimmable automotive sunroofs, sunvisors and rear-view mirrors,and
     -    flat panel information displays for use in computers,
          televisions, telephones and other electronic instruments.

Various licensees of Research Frontiers have developed prototypes
of smart window, and eyewear products.  Also, prototypes of
flat panel displays and self-dimming automotive rear-view
mirrors have also been developed.  These prototypes
demonstrate the feasibility and operation of the products they
relate to, but they may need additional product design,
engineering or testing before commercial products are
introduced.  Our licensees may consider the exact stage of
development, product introduction strategies and timetables,
and other plans to be proprietary or secret. At least two
licensees of the Company to date have announced production
of actual products using SPD technology. InspecTech Aero
Service Inc. has received FAA certification for, and have
already installed  SPD windows on various aircraft.  In April
2001, Hankuk Glass Industries, Inc., another licensee of the
Company, announced that its subsidiary devoted exclusively to
the production of SPD film and end-products, SPD Inc., had
acquired a factory in Incheon, Korea.  SPD Inc. announced in
January 2002 that this factory had begun production of SPD
film and end-products made from SPD film. Another licensee
of RFI, ThermoView Industries, has begun demonstrating
SPD-Smart  windows to the public in Times Square, New
York and at their annual shareholders meeting, and
ThermoView expects to begin sales of SPD variable light
transmission windows to the residential customers in the third
quarter of 2002.

The following table summarizes Research Frontiers' existing license
agreements and lists the year these agreements were entered into:

Licensee or Optionee          Products Covered                        Territory

AP Technoglass Co.       Sunroof glass for other licensees (2001)     Worldwide

Avery Dennison Corp.     SPD displays (2001)                          Worldwide

BOS GmbH                 Variable light transmission SPD sunshades    Worldwide
                         and sunvisors.  (2002)

Dainippon Ink and        SPD emulsions for other licensees (1999)     Worldwide
 Chemicals Incorporated

Film Technologies Int'l  SPD film for other licensees and             Worldwide
                         prospective licensees (2001)

General Electric Company SPD film for other licensees and             Worldwide
                         prospective licensees (1995)

Glaverbel, S.A.          Automotive vehicle rear-view mirrors,        Worldwide
                         transportation vehicle sunvisors, and   (except  Korea
                         architectural and automotive windows (1996)for windows)

Global Mirror GmbH       Rear-view mirrors and sunvisors (1999)       Worldwide

Hankuk Glass Industries Inc. Broad range of SPD light control products Worldwide
                             including windows, flat panel displays,
                             automotive vehicle rear-view mirrors and
                             sunvisors (installed as original equipment
                             on Korean-made cars), and sunroofs; SPD film
                             for licensees and prospective licensees (1997)

Hitachi Chemical Co., Ltd.   SPD emulsions and films for other         Worldwide
                             licensees (1999)

InspecTech Aero Service,Inc. Aircraft windows and cabin dividers(2001) Worldwide
                                                                  (except Korea)

Isoclima S.p.A.          Architectural and automotive windows (2002)   Worldwide
                                                                  (except Korea)

N.V. Bekaert S.A (acquired   Architectural and automotive windows,     Worldwide
from Material Sciences Corp.)SPD film for other licensees, prospective
                             licensees and architectural and automotive
                             window companies (1997)

Polaroid Corporation  SPD emulsions and films for other licensees(2000)Worldwide

ThermoView Industries, Inc.   Architectural windows (2000)             Worldwide
                                                                  (except Korea)

Licensees of Research Frontiers who incorporate SPD
technology into end products will pay Research Frontiers a
royalty of 5-10% of net sales of licensed products under license
agreements currently in effect, and may also be required to pay
Research Frontiers minimum annual royalties.  Licensees who
sell products or components to other licensees of Research
Frontiers do not pay a royalty on such sale and Research
Frontiers will collect such royalty from the licensee
incorporating such products or components into their own end-
products. Research Frontiers' license agreements typically allow
the licensee to terminate the license after some period of time,
and give Research Frontiers only limited rights to terminate
before the license expires. Most licenses are non-exclusive and
generally last as long as our patents remain in effect. The license
granted to Hankuk Glass Industries is exclusive within Korea for
certain applications through December 2004.  Global Mirror's
license restricts new licenses from being granted in the truck
mirror original equipment market for a period of time if certain
sales milestones are met with respect to commercial vehicles in
Classes 5 through 8 with gross vehicle weights in excess of
16,000 pounds.

     Although the Company believes based upon the status of
current negotiations that additional license agreements with third
parties will be entered into, there can be no assurance that any
such additional license agreements will be consummated, or that
any licensee of the Company will produce or sell commercial
products using the Company's technology.

     The Company plans to continue to exploit its SPD light
valve technology by entering into additional license and other
agreements with end-product manufacturers such as
manufacturers of flat glass,  flat panel displays, automotive
products, and with other interested companies who may wish to
acquire rights to manufacture and sell the Company's
proprietary liquid suspensions and films.  The Company's plans
also call for further development of its SPD light valve
technology and the provision of additional technological and
marketing assistance to its licensees to develop commercially
viable products using SPD technology and expand the markets
therefor.  The Company cannot predict when or if new license
agreements will be entered into or if commercial products will
result from its existing or future licenses because of the risks
inherent in the developmental process and because
commercialization is dependent upon the efforts of its licensees
as well as on the continuing research and development efforts of
the Company.

     On March 27, 2002, the Company had thirteen full-time
employees, six of whom are technical personnel, and the rest of
whom perform legal, marketing, investor relations, and
administrative functions.  Of these employees, two have
obtained a doctorate in chemistry, one has a masters in
chemistry, two have extensive industrial experience in
electronics and electrical engineering, and one has majored in
physics.  Three employees also have additional postgraduate
degrees in business administration.  Also the Company's
suppliers and licensees have people on their teams with
advanced degrees in a number of areas relevant to the
commercial development of products using the Company's
technology. The success of the Company is dependent on,
among other things, the services of its senior management, the
loss of whose services could have a material adverse effect upon
the prospects of the Company.

     The Company expects to compete against various display
technologies that are currently being used commercially.  In
particular, the Company expects its SPD technology to compete
on the basis of the performance characteristics with liquid
crystal displays ("LCDs") and organic light emitting diodes
("OLEDs").  An LCD is generally similar in construction to an
SPD display, but instead of a liquid or film suspension, utilizes
an organic material called a liquid crystal which, although
comprised of molecules that flow like a liquid, has some of the
characteristics of solid crystals.  Like SPD displays, LCDs are
"passive" devices which do not generate light, but merely reflect
or modulate existing light. OLEDs emit light rather than
transmit it, and unlike LCDs but similar to SPD displays,
OLEDs promise to have wide viewing angles and low power
consumption. However, several technological and
manufacturing hurdles remain in the production of OLEDs
including limited life expectancy, sensitivity to degradation from
exposure to air and water, and cost.  The market for flat panel
displays was estimated by others to have been approximately
$22.5 billion for 2001.  The Company believes that some of its
licensees may begin to challenge OLEDs and liquid crystal
displays with SPDs for part of the flat panel display market
during the next several years.

     The Company believes that its SPD light valves and related
technology have significant advantages over existing display
devices and related technology.  In comparison to existing
twisted nematic type LCDs, the Company's SPD displays are
believed to have (i) higher contrast and brightness, (ii) a wider
angle of view, (iii) lower estimated production costs, (iv) a less
complex fabrication procedure, (v) the ability to function over a
wider temperature range, (vi) the ability to make displays
without using sheet polarizers or alignment layers, and (vii)
lower light loss and a corresponding reduction in backlighting
requirements.  With respect to other types of displays which
emit their own light, such as light-emitting diodes (LEDs) and
cathode ray tubes (CRTs), the Company's SPD light valves
should have the advantages of lower power consumption and
make possible larger displays that are easier to read in bright
light.

     The Company also believes that its SPD light valve
technology will have certain performance advantages over other
technologies for  so-called "smart windows," windows which
electrically vary the amount of light passing through them, and
automatically self-dimmable automotive rear-view mirrors.

     Variable light transmission technologies can be classified
into two basic types: "smart" technologies that can be controlled
electrically by the user either automatically or manually, and
passive technologies that can only react to ambient
environmental conditions.  One type of passive variable light
transmission technology is photochromic technology; such
devices change their level of transparency in reaction to external
radiation.  As compared to photochromic technology, the
Company's technology permits the user to adjust the amount of
light passing through the viewing area of the device rather than
merely reacting to external radiation.  In addition, the reaction
time necessary to change from light to dark with SPDs can be
almost instantaneous, as compared to the much slower reaction
time for photochromic devices.  Unlike SPD technology,
photochromic technology does not function well at the high end
of the temperature range in which smart windows are normally
expected to operate.

     The second category of variable light transmission window
technology comprises user-controllable "smart" technologies:
These "smart" technologies include electrochromic technology,
liquid crystal technology, and the Company's SPD technology.

     Electrochromic Technology:  When compared to
electrochromic windows and rear-view mirrors, which use a
direct current voltage to alter the molecular structure of
electrochromic materials (which can be in the form of either a
liquid, gel or solid film) causing the material to darken, SPDs
have numerous potential performance, manufacturing and cost
advantages. In comparing the Company's SPD light valves to
electrochromic technologies,  SPDs are expected to have some
or all of the following advantages: (i) faster response time, (ii)
lower estimated costs, (iii) more reliable performance over a
wider temperature range, (iv) capability of achieving darker off-
states, (v) lower current drain, (vi) higher estimated battery life
in applications where batteries are used, and (vii) no "iris effect"
(where light transmission changes first occur at the outer edges
of a window or mirror and then work their way toward the
center) when changing from clear to dark and back again. Many
companies with substantially greater resources than Research
Frontiers such as 3M, Asahi Glass, Gentex Corp., Pilkington,
PPG Industries, Schott Donnelly, and other large corporations
have pursued or are pursuing projects in the electrochromic area.
Pilkington has reportedly introduced an electrochromic window
in Germany having an estimated installed cost of about $125 per
square foot. Many of these companies listed have reported
discontinuing or substantially curtailing their work on
electrochromics due to technical problems and issues relating to
the expense of these technologies.

     Liquid Crystal Technology:  To date, the main types of
liquid crystal smart windows have been produced by Taliq Corp.
(a subsidiary of Raychem Corp. which has since discontinued its
liquid crystal operations and licensed its technology to others),
Nippon Sheet Glass, Saint  Gobain Vitrage SA, Polytronix, Inc.
and 3M (which has also reportedly discontinued its liquid crystal
film making operations).  These windows are very expensive
(having an estimated installed cost of about $200-250 per square
foot), and only change from a cloudy opaque milky-white to a
hazy clear state, with no useful intermediate states.  As
compared to liquid crystal windows, SPD smart windows should
be less expensive to produce, could be viewed at wide angles
without a light scattering haze effect when activated, would
operate over a wider temperature range, and would permit an
infinite number of intermediate states between a transparent
state with no visible haze to a dark blue state.

     LCDs and other types of displays, as well as electrochromic
self-dimmable rear-view mirrors, are already on the market,
whereas products incorporating SPD technology have only
begun to appear in the marketplace, so long-term durability and
performace of SPD light valves have not yet been fully
ascertained.  The companies manufacturing LCD and other
display devices, LCD windows, and electrochromic self-
dimmable rear-view mirrors, have substantially greater financial
resources and manufacturing experience than the Company.
There is no assurance that comparable systems having the same
advantages of the Company's SPD light valves could not be
developed by competitors at a lower cost or that other products
could not be developed which would render the Company's
products difficult to market or technologically or otherwise
obsolete.

     In each of the last three fiscal years the Company has
devoted substantially all of its time to the development of one
class of products and therefore revenue analysis per class is not
provided herein.

     The Company does not believe that future sales will be
seasonal in any material respect.  Due to the nature of the
Company's business operations and the fact that the Company is
not presently a manufacturer, there is no backlog of orders for
the Company's products, although there may be backlogs of
orders at licensees which are currently being filled now that SPD
Inc.'s factory has commenced production of SPD film and end
products using such film.

     The Company believes that compliance with federal, state
and local provisions which have been enacted or adopted
regulating the discharge of materials into the environment, or
otherwise relating to the protection of the environment, will not
have a material effect upon the capital expenditures, earnings
and competitive position of the Company.  The Company has no
material capital expenditures for environmental control facilities
planned for the remainder of its current fiscal year or its next
succeeding fiscal year.

Research and Development

     As a result of the Company's research and development
efforts, the Company believes that its SPD light valves will be
usable in a number of commercial products.  Such products may
include one or more of the following fields: "smart" windows,
variable light transmission eyewear such as sunglasses and
goggles, self-dimmable automotive sunroofs, sunvisors and
mirrors, and instruments and other information displays that use
digits, letters, graphic images, or other symbols to supply
information, including scientific instruments, aviation instruments,
automobile dashboard displays and, if certain improvements can
be made in various features of the Company's SPD light valves,
portable computer displays and flat panel television displays.  The
Company believes that most of its research and development
efforts have applicability to products that may incorporate the
Company's technology.  Although the Company believes that the
state of development of its technology is sufficiently advanced that
commercial products should be producible hereafter by its
licensees, such potential commercialization is beyond the control
of the Company.  In addition, the Company intends to continue its
research and development efforts for the foreseeable future to
improve its SPD light valve technology and thereby assist in the
commercialization of the Company's SPD light valve technology
by the Company's licensees.

     The Company has devoted most of the resources it has
heretofore expended to research and development activities with
the goal of producing commercially viable light valves and already
has developed working prototypes of its SPD light valves for
several different applications including smart windows, mirrors
and flat panel displays.

Research Frontiers' main goals in its research and development are:

-    developing wider ranges of light transmission and quicker switching speeds,
-    developing different colored particles,
-    reducing the voltage required to operate SPDs, and
-    obtaining data and developing improved materials regarding
     environmental stability and longevity.

Research Frontiers incurred about $2,635,000, $2,619,000, and $1,971,000 (which
includes the purchase of patents), during the years ended December 31, 2001,
2000, and 1999, respectively, for research and development.  Research Frontiers
plans to engage in substantial continuing research and development activities.

    Patents and Proprietary Information

    The Company has 23 United States patents in force. Five
United States and six international patent applications are
pending.  The Company's United States patents expire at
various dates from 2006 through 2020.  The Company has
approximately 137 issued patents and a substantial number of
patent applications pending in foreign countries.  The
Company's foreign patents expire at various dates from 2002
through 2019. The Company believes that its SPD light valve
technology is adequately protected by its patent position and
by its proprietary technological know-how.  However, the
validity of the Company's patents has never been contested in
any litigation.  To a lesser extent, the Company relies on
trade secrets and nondisclosure agreements to protect its
technology.  The Company generally requires any employee,
consultant, or licensee having access to its confidential
information to execute an agreement whereby such person
agrees to keep such information confidential.

    Rights Plan

    In February 1993, the Company's Board of Directors adopted
a Stockholders' Rights Plan and declared a dividend
distribution of one Right for each outstanding share of
Company common stock to stockholders of record at the
close of business on April 12, 1993.  If a person or group has
acquired beneficial ownership of, or commences a tender or
exchange offer for, 20% or more of the Company's common
stock, unless redeemed by the Company's Board of
Directors, each Right entitles the holder (other than the
acquiring person) to purchase from the Company $90 worth
of common stock for $45.  If the Company is merged into, or
50% or more of its assets or earning power is sold to, the
acquiring company, the Rights will also enable the holder
(other than the acquiring person) to purchase $90 worth of
common stock of the acquiring company for $45.  The Rights
will expire at the close of business on February 16, 2003,
unless the Rights Plan is extended by the Company's Board
of Directors or unless the Rights are earlier redeemed by the
Company at a price of $.0000424 per Right. The Rights are
not exercisable during the time when they are redeemable by
the Company.  The above description highlights some of the
features of the Company's Rights Plan and is not a complete
description of the Rights Plan. A more detailed description
and a copy of the Rights Plan is available from the Company
upon request.

    ITEM 2.   PROPERTIES

    The Company currently occupies approximately 8,100 square
feet of space at a minimum annual rental of approximately
$141,500 (which rises over the term of the lease to
approximately $143,500) for its executive office and research
facility at 240 Crossways Park Drive, Woodbury, New York
11797 under a lease expiring January 31, 2004. The
Company believes that its space, including its laboratory
facilities, is adequate for its present needs.

    ITEM 3.   LEGAL PROCEEDINGS

    There are no legal proceedings pending by or against the Company.

    ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None
                                  PART II

    ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY
              AND RELATED STOCKHOLDER MATTERS

    (a)  Market Information

         (1)  The Company's common stock is traded on the
    NASDAQ National Market. As of March 27, 2002, there
    were 12,130,395 shares of common stock outstanding.

         (2)  The following table sets forth the range of the high and
    low selling prices (as provided by the National Association of
    Securities Dealers) of the Company's common stock for each
    quarterly period within the past two fiscal years:

              Quarter Ended            Low       High
              March 31, 2000           14.6250   40.0000
              June 30, 2000             9.6875   32.0000
              September 30, 2000       14.7500   31.7500
              December 31, 2000        13.7500   22.4375
              March 31, 2001           10.5000   24.2500
              June 30, 2001            17.0000   30.0000
              September 30, 2001        9.0000   29.0000
              December 31, 2001        13.1500   19.0000

         These quotations may reflect inter-dealer prices, without
         retail mark-up, mark-down, or commission, and may not
         necessarily represent actual transactions.

(b)  Approximate Number of Security Holders

     As of March 27, 2002, there were 606 holders of record of
the Company's common stock.   The Company estimates that
there are approximately 10,675 beneficial holders of the
Company's common stock.

(c)  Dividends

     The Company did not pay dividends on its common stock in
2001 and does not expect to pay any cash dividends in the
foreseeable future.  There are no restrictions on the payment of
dividends.

ITEM 6.   SELECTED FINANCIAL DATA

     The following table sets forth selected data regarding the
Company's operating results and financial position.  The data
should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations and the
consolidated financial statements and notes thereto, all of which
are contained in this Annual Report on Form 10-K.

                                         Year ended December 31,
                                2001        2000      1999       1998      1997
Statement of Operations Data:
Fee income                  $142,002    $333,652  $128,096   $108,735  $ 60,000
Operating expenses         2,744,059   3,027,655 1,605,028  1,631,179 1,884,038
Research and development(1)2,634,671   2,618,567 1,971,341  1,647,448 1,831,397
Non-recurring non-cash
    compensation expense (2)      --   3,133,748   671,052         --        --
                           5,378,730   8,779,970 4,247,421  3,278,627 3,715,435
Operating loss           (5,236,728)(8,446,318)(4,119,325)(3,169,892)(3,655,435)
Net investment income (3)    696,058     878,518   386,303    460,572   425,990
Other income                      --          --        --     91,379        --
Net loss                 (4,540,670)(7,567,800)(3,733,022)(2,617,941)(3,229,445)

Basic and diluted net loss
   per common share             (.38)       (.63)     (.34)      (.24)     (.32)
Dividends per share               --          --        --         --        --

                                              As of December 31,

                             2001        2000     1999       1998      1997
Balance Sheet Data:
Total current assets    $8,272,677 $15,358,819 $9,695,137 $ 6,728,453 $9,728,285
Total assets             9,324,902  15,729,127 10,037,063   7,021,291 10,033,663
Long-term debt, including
 accrued interest               --          --         --          --         --
Total shareholders'equity9,049,920  14,737,917  9,507,736   6,740,489  9,621,979


(1)  Research and development expenses for 1999 include $289,177 paid by the
     Company for 74 patents and patent applications acquired from Glaverbel, SA.

(2)  During 1999, the Company granted 237,800 contingent performance options to
     employees, which vested only, if a certain performance milestone in the
     price of the Company's common stock was achieved during 2000. The charges
     recorded as a result of the issuance of these performance options were
     calculated based upon changes in the Company's stock price as of the end of
     each quarter until the vesting date, and are non-cash compensation charges.

(3)  Net investment income for 2001, 2000, 1999, 1998, and 1997 includes $0, $0,
     $95,001, $50,968, and $68,810, respectively, of interest income received
     from officers of the Company upon payment of notes receivable, and $6,382
     of unrealized loss on investments in 1997. Prior to July 1997, the Company
     classified its investments as trading securities which resulted in the
     unrealized gains and losses recorded in the statement of operations.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Accounting Policies

The following accounting policies are important to
understanding our financial condition and results of operations
and should be read as an integral part of the discussion and
analysis of the results of our operations and financial position.
For additional accounting policies, see note 2 to our
consolidated financial statements, "Summary of Significant
Accounting Policies".

We have entered into a number of license agreements covering
potential products using the Company's SPD technology.  Under
these agreements, we generally recognize income from royalties
when earned in accordance with the terms of the agreements.

The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability
of these items.

All of our research and development costs are charged to
operations as incurred.  Our research and development expenses
consist of costs incurred for internal and external research and
development. These costs include direct and research-related
overhead expenses.

On occasion, the Company may issue to consultants either
options or warrants to purchase shares of common stock of the
Company at specified share prices.  These options or warrants
may vest based upon specific services being performed or
performance criteria being met.    In accordance with EITF Issue
96-18, "Accounting for Equity Instruments that are Issued to
Other than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services," the Company would be required to
record consulting expenses based upon the fair value of such
options or warrants on the date that such options or warrants
vest as determined using a Black-Scholes option pricing model.
Depending upon the difference between the exercise price and
the market price of the Company's common stock on the date
that such options or warrants vest, the amount of non-cash
expenses that could be recorded as a result of the vesting of such
options or warrants can be material.

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the
financial statements, and reported amounts of revenues and
expenses during the reporting periods.  Actual results could
differ from these estimates.  An example of a critical estimate is
the full valuation allowance for deferred taxes that was recorded
based on the uncertainty that such tax benefits will be realized in
future periods.

Results of Operations

Year ended December 31, 2001 Compared to the Year ended December 31, 2000

The Company's fee income from licensing activities for 2001
was $142,002 as compared to $333,652 for 2000. Certain license
fees, which are paid to the Company in advance of the
accounting period in which they are earned resulting in the
recognition of deferred revenue for the current accounting
period, will be recognized as fee income in future periods. Also,
licensees may offset some or all of their royalty payments on
sales of licensed products for a given period by applying these
advance payments towards such earned royalty payments.

Operating expenses decreased by $283,596 for 2001 to
$2,744,059 from $3,027,655 for 2000. This decrease was
primarily the result of a lower non-cash accounting charge of
$43,596 which was recorded by the Company during 2001
compared to a non-cash accounting charge of $598,758 which
was recorded by the Company during 2000, relating to the
vesting of warrants based upon performance criteria being
achieved or services performed, which expense was based upon
the fair value of such warrants on the date the warrants vested as
determined using a Black-Scholes option pricing model.
Partially offsetting this decrease were increases with respect to
payroll, marketing, public relations and insurance expenses.

Research and development expenditures increased modestly in
2001 to $2,634,671 from $2,618,567 for 2000. This increase was
primarily the result of higher patent, payroll and insurance
expenses, offset partially by lower costs of materials and lower
consulting expenses.

Operating expenses and research and development expenses
listed above included amounts paid under a performance bonus
plan of $496,790 and $288,710, respectively during 2001 and
$477,500 and $277,500, respectively during 2000.  The
Company also recorded a non-cash compensation charge of
$3,133,748 during 2000 which did not recur during 2001 which
is related to the non-recurring grant of certain contingent
performance options issued to employees and directors during
1999.  Because of the performance milestones which must have
been achieved in order for these options to vest, the Company
was required to account for these options as variable plan under
APB Opinion No. 25.   Without taking into account the non-cash
accounting charge associated with the contingent performance
options described above and the performance warrants described
above, the Company's net loss would have been $4,497,074
($0.37 per share) for 2001 as compared to $3,835,294 ($0.32 per
share) for 2000.

The Company's net gain from its investing activities for 2001
was $696,058, as compared to a net gain from its investing
activities of $878,518 for 2000. This difference was primarily
due to a lower level of average investment balances in 2001
compared to 2000, and lower prevailing interest rates in the U.S.
Treasury markets.

As a consequence of the factors discussed above, the Company's
net loss was $4,540,670 ($0.38 per share) for 2001 as compared
to $7,567,800 ($0.63 per share) for 2000. Without taking into
account the non-cash accounting charge associated with the
contingent performance options described above and the
performance warrants described above, the Company's net loss
would have been $4,497,074 ($0.37 per share) for 2001 as
compared to $3,835,294 ($0.32 per share) for 2000.

Year ended December 31, 2000 Compared to the Year ended December 31, 1999

The Company's fee income from licensing activities for 2000
was $333,652 as compared to fee income of $128,096 for 1999.
The increase in fee income was due to the Company entering
into additional license agreements during the year and scheduled
increases in the minimum annual royalties payable thereunder.
Certain license fees, which are paid to the Company in advance
of the accounting period in which they are earned resulting in
the recognition of deferred revenue for the current accounting
period, will be recognized as fee income in future periods.

Operating expenses increased by $1,422,627 for 2000 to
$3,027,655 from $1,605,028 for 1999.  This increase was
primarily the result of increased compensation (primarily as a
result of certain non-cash charges associated with performance
options and warrants issued to consultants described below,  the
addition of two new employees during the first quarter of 2000,
and the payment to employees for certain performance bonuses),
marketing, insurance, stock listing fees, depreciation, general
expenses, and travel expenses, offset by lower investor and
public relations expenses, legal and accounting fees. During
2000, the Company incurred non-cash operating expenses of
$598,758 in connection with the issuance of options to certain
consultants valued by the Black-Scholes pricing model at
$70,560, and a non-cash compensation charge of $528,198
relating to the vesting of certain performance based warrants
issued to another consultant for services performed.

Research and development expenditures increased by $647,226
to $2,618,567 for 2000 from $1,971,341 for 1999.  This increase
was primarily the result of higher research-related salaries and
performance bonuses, and higher materials costs, patent and
depreciation expenses.

Operating expenses and research and development expenses
listed above included amounts accrued under a performance
bonus plan of $477,500 and $277,500, respectively.  These
performance bonuses in the amount accrued for were paid by the
Company during the third quarter of 2000 because the
applicable performance milestones were achieved.  In addition
to these performance bonus accruals, the Company also
recorded a non-cash compensation charge of $3,133,748 and
$671,052 with respect to 2000 and 1999, respectively, which is
related to the non-recurring grant of certain contingent
performance options issued to employees and directors during
1999.

The Company's net gain from its investing activities for 2000
was $878,518, as compared to a net gain from its investing
activities of $291,302 for 1999.  This difference was primarily
due to a higher level of average investment balances in 2000
compared to the same period in 1999 as a result of proceeds
received from the exercise of the Class A Warrant and employee
stock options.  In addition, during 1999 the Company recorded
$95,001 of interest income on notes receivable from one of its
officers which was paid through the delivery of shares of
common stock to the Company.

As a consequence of the factors discussed above, the Company's
net loss was $7,567,800 ($0.63 per share) for 2000 as compared
to $3,733,022 ($0.34 per share) for 1999.  As more fully
described above, during 2000, the Company incurred non-cash
accounting charges of $3,732,506 in connection with contingent
performance options issued to employees of the Company in
1999 and the issuance of options and warrants to non-employees
when these options and warrants vested.  Without taking into
account these non-cash accounting charges of $3,732,506, the
Company's net loss would have been $3,835,294 ($0.32 per
share) for 2000 as compared to $3,061,970 ($0.28 per share) for
1999.

Financial Condition, Liquidity and Capital Resources

  During 2001, the Company's cash and cash equivalent
balance decreased by $2,952,962 principally as a result of  the
$6,614,721 of proceeds received, net of expenses, from the
issuance  of common stock upon the exercise of options and
warrants, the proceeds of which have been invested by the
Company primarily in U.S. Treasury notes, offset by cash used
to fund the Company's operating activities of $4,938,397, and
the purchase of 407,065 shares of treasury stock for $8,144,693
(which shares were subsequently retired).  At December 31,
2001, the Company had  working capital of $7,997,695 and its
shareholders' equity was $9,049,920.

  On October 1, 1998, the Company announced that Ailouros
Ltd., a London-based institutional money management fund, has
committed to purchase up to $15 million worth of  common
stock of the Company through December 31, 2001.  This
commitment is in the form of a Class A Warrant issued to
Ailouros Ltd. which gives the Company the option in any three-
month period to deliver a put notice to Ailouros requiring them
to purchase an amount of common stock specified by the
Company at a price equal to the greater of (A) 92% of the seven-
day average trading price per share of common stock, or (B) a
minimum or "floor" price per share set by the Company from
time to time.  The pricing was initially subject to an overall cap
of $15 per share, which cap has now been eliminated by mutual
agreement so that the Company may put stock to Ailouros at
selling prices in excess of $15 per share.  However, the
Company is not required to sell any shares under the agreement.
Before the beginning of each of a series of three-month periods
specified by the Company, the Company determines the amount
of common stock that the Company wishes to issue during such
three-month period.  The Company also sets the minimum
selling or "floor" price, which can be reset by the Company in
its sole discretion prior to the beginning of any subsequent three-
month period.  Therefore, at the beginning of each three-month
period, the Company will determine how much common stock,
if any, is to be sold  (the amount of which can range from $0 to
$1.5 million during such three-month period), and the minimum
selling price per share. In March 2000, Ailouros agreed to
expand its commitment beyond the original $15 million, thereby
giving the Company the right to raise additional funds from
Ailouros so long as the Company does not have to issue more
shares than were originally registered with the Securities and
Exchange Commission, and in December 2001 the expiration
date of the Class A Warrant was extended to December 31,
2003.

  During the second quarter of 2001, the Company, through
its wholly-owned subsidiary, SPD Enterprises, Inc., invested
approximately $750,000 for a minority equity interest in SPD
Inc., a subsidiary of Hankuk Glass Industries Inc., Korea's
largest glass manufacturer, which is dedicated exclusively to the
production of suspended particle device (SPD) light-control film
and a wide variety of end-products using SPD film.

  In December 2000, the Company's Board of Directors
approved a performance bonus plan which provides for a bonus
to be paid on or after July 2, 2001 and on or after January 2,
2002 equal to 1% of the increase, if any, in the Company's
market value during the first and second halves of 2001.
Bonuses are capped at a recipient's salary in the case of
employees of the Company, and are currently capped at $57,222
in the case of non-employee directors of the Company.  During
2000, the Company had a similar performance plan in place. The
Company recorded $785,500 and $755,000 of expenses in
connection with these plans for the years ended December 31,
2001 and 2000, respectively. The Company's Board of Directors
approved a similar bonus plan for 2002 but with higher
thresholds to be met before a bonus is payable under such plan.
In addition to the payment caps described above, under the
current plan, in order to insure that bonuses are not paid based
upon temporary fluctuations in the market value of the
Company, bonuses under this plan will only be paid to the
various participants under this plan if and when the market value
of the Company exceeds $280,489,009 (and in the case of any
bonus paid to Robert L. Saxe, if and when the market value of
the Company exceeds $304,207,362).

     The Company expects to use its cash and the proceeds from
maturities of its investments to fund its research and
development of SPD light valves and for other working capital
purposes. The Company's working capital and capital
requirements depend upon numerous factors, including the
results of research and development activities, competitive and
technological developments, the timing and cost of patent
filings, the development of new licensees and changes in the
Company's relationships with its existing licensees.  The degree
of dependence of the Company's working capital requirements
on each of the foregoing factors cannot be quantified; increased
research and development activities and related costs would
increase such requirements; the addition of new licensees may
provide additional working capital or working capital
requirements, and changes in relationships with existing
licensees would have a favorable or negative impact depending
upon the nature of such changes.  Based upon existing levels of
expenditures, assumed ten percent annual increases therein,
existing cash reserves and budgeted revenues, the Company
believes that it would not require additional funding for the next
two years (without giving effect to any new financing raised).
There can be no assurance that expenditures will not exceed the
anticipated amounts or that additional financing, if required, will
be available when needed or, if available, that its terms will be
favorable or acceptable to the Company.  Eventual success of
the Company and generation of positive cash flow will be
dependent upon the commercialization of products using the
Company's technology by the Company's licensees and
payments of continuing royalties on account thereof.

Inflation

     The Company does not believe that inflation has a
significant impact on its business.

New Accounting Standards

In July 2001, the FASB issued Statement of Financial
Accounting Standards No. 141, Business Combinations which
supersedes Accounting Principles Board (APB) Opinion No. 16,
Business Combinations.  SFAS 141 eliminates the pooling-of-
interests method of accounting for business combinations and
modifies the application of the purchase accounting method.
The elimination of the pooling-of-interests method is effective
for transactions initiated after June 30, 2001.  The remaining
provisions of SFAS 141 will be effective for transactions
accounted for using the purchase method that are completed
after June 30, 2001.

In July 2001, the FASB also issued Statement of Financial
Accounting Standards No. 142, Goodwill and Intangible Assets
which supersedes APB Opinion No. 17, Intangible Assets.
SFAS 142 eliminates the current requirement to amortize
goodwill and indefinite-lived intangible assets, addresses the
amortization of intangible assets with a defined life and
addresses the impairment testing and recognition for goodwill
and intangible assets.  SFAS 142 will apply to goodwill and
intangible assets arising from transactions completed before and
after the Statement's effective date.  SFAS 142 is effective for
the Company beginning January 1, 2002.  Management of the
Company does not believe that the implementation of SFAS 141
or SFAS 142 will have a significant impact on its financial
position or results of operations.

In October 2001, the FASB also issued Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment
of Long-Lived Assets ,which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets.
This statement supersedes SFAS No. 121, Accounting  for the
Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, while retaining the fundamental recognition and
measurement provisions of that statement.  SFAS No. 144
requires that a long-lived asset to be abandoned, exchanged for a
similar productive asset or distributed to owners in a spinoff to
be considered held and used until it is disposed of.  However,
SFAS No. 144 requires that management consider revising the
depreciable life of such long-lived asset.  With respect to long-
lived assets to be disposed of by sale, SFAS No. 144 retains the
provisions of SFAS No. 121, and therefore, requires that
discontinued operations no longer be measured on a net
realizable value basis and that future operating losses associated
with such discontinued operations no longer be recognized
before they occur. SFAS 144 is effective for the Company
beginning January 1, 2002.  Management of the Company does
not believe that the implementation of SFAS 144 will have a
significant impact on its financial position or results of
operations.

Related Party Transactions

Statement of Financial Accounting Standards No. 57, "Related
Party Disclosures" requires the Company to identify and
describe material transactions involving related persons or
entities and to disclose information necessary to understand the
effects of such transactions on our consolidated financial
statements. The Company has loaned two officers an aggregate
of $152,961. Each of the aforementioned loans were made in
April 1997 or prior thereto; are due in January 2003; relate to the
purchase of common stock of the Company; are collateralized
by the pledge of shares of common stock of the Company;  may
be prepaid in part or in full without notice or penalty; are
represented by a promissory note which bears interest at a rate
per annum equal to the broker call rate in effect on the first day
of each calendar quarter; and permit repayment of the loan by
delivery of securities of the Company having a fair market value
equal to the balance of the loan outstanding.

Forward Looking Statements

     The information set forth in this Report and in all publicly
disseminated information about the Company, including the
narrative contained in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" above,
includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as
amended, and is subject to the safe harbor created by that section.
Readers are cautioned not to place undue reliance on these
forward-looking statements as they speak only as of the date
hereof and are not guaranteed.

ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company invests available cash and cash equivalents in
short-term U.S. treasury securities with maturities that are
generally two years or less.  Although the rate of interest paid on
such investments may fluctuate over time, each of the
Company's investments, other than in money market funds
whose interest yield varies, is made at a fixed interest rate over
the duration of the investment.  Accordingly, the Company does
not believe it is materially exposed to changes in interest rates as
it generally holds these treasury securities until maturity.

     The Company does not have any sales, purchases, assets or
liabilities determined in currencies other than the U.S. dollar, and
as such, is not subject to foreign currency exchange risk.

ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements listed in Item 14(a)(1)
and (2) are included in this Report beginning on page F-1.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None.
                                 PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this Item 10 is incorporated by
reference to the Company's definitive Proxy Statement to be
filed with the Commission on or before April 30, 2002, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 13, 2002.

ITEM 11.       EXECUTIVE COMPENSATION

     The information required by this Item 11 is incorporated by
reference to the Company's definitive Proxy Statement to be
filed with the Commission on or before April 30, 2002, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 13, 2002.  Notwithstanding
anything to the contrary set forth herein or in any of the
Company's past or future filings with the Securities and
Exchange Commission that might incorporate by reference the
Company's definitive Proxy Statement, in whole or in part, the
report of the compensation committee and the stock price
performance graph contained in such definitive Proxy Statement
shall not be incorporated by reference into this Annual Report on
Form 10-K or in any other such filings.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item 12 is incorporated by
reference to the Company's definitive Proxy Statement to be
filed with the Commission on or before April 30, 2002, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 13, 2002.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item 13 is incorporated by
reference to the Company's definitive Proxy Statement to be
filed with the Commission on or before April 30, 2002, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 13, 2002.

                                  PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)(1) and (2)  Financial Statements and Financial Statement Schedules

     The following financial statements of Research Frontiers
Incorporated, the related notes thereto, together with the report
thereon of KPMG  LLP are filed under Item 8 of this Report.

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . .      F-1

Financial Statements:

    Consolidated Balance Sheets,
         December 31, 2001 and 2000. . . . . . . . . . . . . . . . .      F-2

    Consolidated Statements of Operations,
         Years ended December 31, 2001, 2000 and 1999. . . . . . . .      F-3

    Consolidated Statements of Shareholders' Equity,
         Years ended December 31, 2001, 2000 and 1999. . . . . . . .      F-4

    Consolidated Statements of Cash Flows,
         Years ended December 31, 2001, 2000 and 1999. . . . . . . .      F-5

Notes to Consolidated Financial Statements . . . . . . . . . . . . .      F-6

     All schedules are omitted because they are not applicable, or
not required, or because the required information is included in
the consolidated financial statements or notes thereto.

                                                        (a)(3)     Exhibits
                                                                       Page

    3.1 Restated Certificate of Incorporation of the Company.
        Previously filed as  Exhibit 3.1 to the Company's
        Quarterly Report on Form 10-Q for the fiscal quarter
        ended June 30, 1994, and incorporated herein by
        reference.

    3.2 Amended and Restated Bylaws of the Company.
        Previously filed as an Exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended
        December 31, 1993 and incorporated herein by
        reference.

    4.1 Form of Common Stock Certificate. Previously filed as
        an Exhibit to the Company's Registration Statement on
        Form S-18 (Reg. No. 33-5573NY), declared effective
        by the Commission on July 8, 1986, and incorporated
        herein by reference.

    4.2 Rights Agreement dated as of February 16, 1993
        between Research Frontiers Incorporated and
        Continental Stock Transfer & Trust Company, as Rights
        Agent, which includes as Exhibit A thereto the Form of
        Rights Certificate.  Previously filed as an Exhibit to the
        Company's Registration Statement on Form 8-A dated
        February 16, 1993, and incorporated herein by
        reference.

    4.3 Subscription Agreement between Research Frontiers
        and Ailouros Ltd. dated as of October 1, 1998, and
        related Class A Warrant and Class B Warrant between
        Research Frontiers and Ailouros Ltd. dated as of
        October 1, 1998.  Previously filed as an Exhibit to the
        Company's Registration Statement on Form S-3 (No.
        333-65219) dated October 1, 1998, and incorporated
        herein by reference.

 10.1*  Amended and Restated Employment Contract effective
        January 1, 1989 between the Company and Robert L.
        Saxe. Previously filed as an Exhibit to the Company's
        Annual Report on Form 10-K for the fiscal year ended
        December 31, 1993 and incorporated herein by
        reference.

 10.2*  Amended and Restated 1992 Stock Option Plan.
        Previously filed as Exhibit 4 to the Company's
        Registration Statement on Form S-8 (Reg. No. 33-
        86910) filed with the Commission on November 30,
        1994, and incorporated herein by reference.

 10.3*  1998 Stock Option Plan, as amended.  Previously filed
        as an Exhibit to the Company's Definitive Proxy
        Statement dated April 30, 1998 filed with the
        Commission on April 29, 1998, 1994, and incorporated
        herein by reference.

 10.4*  Form of Stock Option Agreement between the Company
        and recipients of stock options issued pursuant to the
        Company's Stock Option Plans. Previously filed as part
        of Exhibits 4.1, 4.2, and 4.3 to the Company's
        Registration Statement on Form S-8 (Reg. No. 33-
        53030) filed with the Commission on October 6, 1992,
        and incorporated herein by reference.

 10.5   Lease Agreement dated November 7, 1986, between the
        Company and Industrial & Research Associates Co.
        Previously filed as an exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended
        December 31, 1986 and incorporated herein by reference.

 10.5.1 First Amendment to Lease dated November 26, 1991
        between the Company and Industrial and Research
        Associates Co. Previously filed as an Exhibit to
        Amendment No. 1 to the Company's Registration
        Statement on Form S-1 (Reg. No. 33-43768) declared
        effective by the Commission on December 17, 1991,
        and incorporated herein by reference.

 10.5.2 Second Amendment to Lease dated March 11, 1994
        between the Company and Industrial and Research
        Associates Co. Previously filed as an exhibit to the
        Company's Annual Report on Form 10-K for the fiscal
        year ended December 31, 1993 and incorporated herein
        by reference.

 10.5.3 Third Amendment to Lease dated July 14, 1998 between
        the Company and Industrial and Research Associates
        Co. (filed herewith).

 10.6   License Agreement effective as of August 2, 1995
        between the Company and General  Electric Company.
        Previously filed as an Exhibit to the Company's Current
        Report on Form 8-K dated August 2, 1995 with portions
        omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the
        Securities and Exchange Commission, and incorporated
        herein by reference.

 10.7   License Agreement effective as of April 29, 1996
        between the Company and Glaverbel, S.A.  Previously
        filed as an Exhibit to the Company's Quarterly Report
        on Form 10-Q for the fiscal quarter ended March 31,
        1996 with portions omitted pursuant to the Registrant's
        request for confidential treatment and filed separately
        with the Securities and Exchange Commission, and
        incorporated herein by reference.

 10.8   License Agreement effective as of January 18, 1997
        between the Company and Material Sciences
        Corporation.  Previously filed as an Exhibit to the
        Company's Current Report on Form 8-K dated March 3,
        1997 with portions omitted pursuant to the Registrant's
        request for confidential treatment and filed separately
        with the Securities and Exchange Commission, and
        incorporated herein by reference.

 10.9   License Agreement effective as of March 31, 1997
        between the Company and Hankuk Glass Industries,
        Inc.  Previously filed as an Exhibit to the Company's
        Quarterly Report on Form 10-Q for the fiscal quarter
        ended September 30, 1997 with portions omitted
        pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission, and incorporated herein by
        reference.

 10.10  License Agreement effective as of August 8, 1997
        between the Company and Orcolite, a Unit of Monsanto
        Company. Previously filed as an Exhibit to the
        Company's Quarterly Report on Form 10-Q for the
        fiscal quarter ended September 30, 1997 with portions
        omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the
        Securities and Exchange Commission, and incorporated
        herein by reference.

 10.11  License Agreement effective as of June 25, 1999
        between the Company and Dainippon Ink and
        Chemicals, Incorporated.  Previously filed as an Exhibit
        to the Company's Quarterly Report on Form 10-Q for
        the fiscal quarter ended June 30, 1999 with portions
        omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the
        Securities and Exchange Commission, and incorporated
        herein by reference.

 10.12  License Agreement effective as of August 9, 1999
        between the Company and Hitachi Chemical Co., Ltd.
        Previously filed as an Exhibit to the Company's
        Quarterly Report on Form 10-Q for the fiscal quarter
        ended September 30, 1999 with portions omitted
        pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission, and incorporated herein by reference.

 10.13  License Agreement effective as of December 3, 1999
        between the Company and Global Mirror GmbH & Co.
        KG.  Previously filed as an Exhibit to the Company's
        Annual Report on Form 10-K for the fiscal year ended
        December 31, 1999 with portions omitted pursuant to
        the Registrant's request for confidential treatment and
        filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

 10.14  License Agreement effective as of December 13, 1999
        between the Company and Global Mirror GmbH & Co.
        KG.  Previously filed as an Exhibit to the Company's
        Annual Report on Form 10-K for the fiscal year ended
        December 31, 1999 with portions omitted pursuant to
        the Registrant's request for confidential treatment and
        filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

 10.15  License Agreement effective as of March 21, 2000
        between the Company and ThermoView Industries,
        Inc.Previously filed as an Exhibit to the Company's
        Annual Report on Form 10-K for the fiscal year ended
        December 31, 1999 with portions omitted pursuant to
        the Registrant's request for confidential treatment and
        filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

 10.16  License Agreement effective as of May 23, 2000
        between the Company and Polaroid Corporation.
        Previously filed as an Exhibit to the Company's
        Quarterly Report on Form 10-Q for the fiscal quarter
        ended June 30, 2000 with portions omitted pursuant to
        the Registrant's request for confidential treatment and
        filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

 10.17  License Agreement effective as of February 16,2001
        between the Company and AP Technoglass Co.  Filed
        herewith with portions of this document omitted
        pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission.

 10.18  License Agreement effective as of March 21, 2001
        between the Company and InspecTech Aero Service,
        Inc.  Filed herewith with portions of this document
        omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the
        Securities and Exchange Commission.

 10.19  License Agreement effective as of March 28, 2001
        between the Company and Film Technologies
        International, Inc.  Filed herewith with portions of this
        document omitted pursuant to the Registrant's request
        for confidential treatment and filed separately with the
        Securities and Exchange Commission.

 10.20  License Agreement effective as of November 29, 2001
        between the Company and Avery Dennison
        Corporation.  Filed herewith with portions of this
        document omitted pursuant to the Registrant's request
        for confidential treatment and filed separately with the
        Securities and Exchange Commission.

 10.21  License Agreement effective as of February 4, 2002
        between the Company and BOS GmbH & Co. KG.
        Filed herewith with portions of this document omitted
        pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission.

 10.22  License Agreement effective as of March 11, 2002
        between the Company and Isoclima S.p.A.  Filed
        herewith with portions of this document omitted
        pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission.

21      Subsidiaries of the Registrant - SPD Enterprises, Inc.

23      Consent of KPMG LLP - Filed herewith.

*    Executive Compensation Plan or Arrangement.

     (b)  Reports on Form 8-K:

     A Current Report on Form 8-K was filed by the Registrant
on December 31, 2001 regarding the extension of the expiration
of the Class A Warrants held by Ailouros Ltd., negotiations with
prospective licensees, the termination of Vision-Ease Lens Azusa
Inc.'s eyewear license agreement, and amendments to the
Company's performance bonus plan.

                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

     RESEARCH FRONTIERS INCORPORATED


     By:  /s/Robert L. Saxe
     Robert L. Saxe, Chairman and Treasurer
     (Principal Executive, Financial, and Accounting Officer)

Dated:  March 27, 2002

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated:

Signature                     Position            Date

/s/Robert M. Budin            Director            March 27, 2002
   Robert M. Budin

/s/Joseph M. Harary           Director            March 27, 2002
   Joseph M. Harary

/s/Victor F. Keen             Director            March 27, 2002
   Victor F. Keen

/s/Robert L. Saxe        Director, Chairman       March 27, 2002
   Robert L. Saxe        and Treasurer





                       Independent Auditors' Report



The Shareholders and Board of Directors
Research Frontiers Incorporated:


We have audited the accompanying consolidated balance sheets
of Research Frontiers Incorporated and subsidiary as of
December 31, 2001 and 2000, and the related consolidated
statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended December 31,
2001.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Research Frontiers Incorporated and subsidiary at
December 31, 2001 and 2000 and the results of its operations and
cash flows for each of the years in the three-year period ended
December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.


                              /s/ KPMG LLP


Melville, New York
March 1, 2002

                     RESEARCH FRONTIERS INCORPORATED

                       Consolidated Balance Sheets

                        December 31, 2001 and 2000

                         Assets                                 2001       2000

Current assets:
 Cash and cash equivalents                           $      853,210   3,806,172
 Marketable investment securities held-to-maturity               --  11,307,752
 Marketable investment securities-available for sale      7,083,606       3,906
 Receivable from warrant exercise pending settlement        164,311          --
 Royalty receivable                                          37,500          --
 Prepaid expenses and other current assets                  134,050     240,989
                 Total current assets                     8,272,677  15,358,819

Investment in SPD Inc., at cost                            750,002           --
Fixed assets, net                                          279,618      347,703
Deposits and other assets                                   22,605       22,605

                 Total assets                      $     9,324,902   15,729,127

          Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                  $        79,197      203,787
 Deferred revenue                                           37,500       37,502
 Accrued expenses and other                                158,285      749,921

                 Total liabilities                         274,982      991,210

Shareholders' equity:
 Common stock, par value $0.0001 per share; authorized
  100,000,000 shares,issued and outstanding 12,108,195
  and 12,103,683 shares for 2001 and 2000                    1,211        1,210
 Additional paid-in capital                             51,359,036   52,594,293
 Accumulated other comprehensive income (loss)              41,835      (46,094)
 Accumulated deficit                                   (42,199,201) (37,658,531)
                                                         9,202,881   14,890,878

 Notes receivable from officers                           (152,961)    (152,961)

                 Total shareholders' equity              9,049,920   14,737,917

Commitments and contingency

       Total liabilities and shareholders' equity  $     9,324,902   15,729,127

See accompanying notes to consolidated financial statements.






                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Operations

               Years ended December 31, 2001, 2000 and 1999



                                           2001        2000           1999

  Fee income                $           142,002     333,652        128,096

  Operating expenses                  2,744,059   3,027,655      1,605,028
  Purchase of patents                        --          --        289,177
  Research and development            2,634,671   2,618,567      1,682,164
  Non-recurring non-cash
  compensation expense                       --   3,133,748        671,052
                                      5,378,730   8,779,970      4,247,421

          Operating loss             (5,236,728) (8,446,318)    (4,119,325)

  Net investment income                 696,058     878,518        291,302
  Interest income on notes receivable
   from officers                             --          --         95,001

          Net loss          $        (4,540,670) (7,567,800)    (3,733,022)

  Basic and diluted net loss
       per common share     $             (0.38)      (0.63)         (0.34)

  Weighted average number of
  common shares outstanding          12,085,609  12,096,108     11,100,196

  See accompanying notes to consolidated financial statements.

                                RESEARCH FRONTIERS INCORPORATED
                               Statements of Shareholders' Equity
                        Years ended December 31, 2001, 2000 and 1999

 <TABLE>
<CAPTION>                                                                                                          Accumulated
                            Common Stock    Additional      Accumulated Treasury      Other Compre-
Notes
                         Shares     Amount  Paid in Capital Deficit     Stock,at Cost hensive Income(Loss)
Receivable  Total

<S>                         <C>        <C>        <C>          <C>      <C>  <C>          <C>        <C>

Balance,December 31,1998 10,929,041  1,093 33,982,066 (26,357,709)      --    --     (884,961) 6,740,489
Issuance of common stock    664,214     66  5,805,358          --       --    --           --  5,805,424
Purchase of treasury stock       --     --         --          -- (345,837)   --           --   (345,837)
Repayment of note by officer     --     --         --          -- (482,001)   --      732,000    249,999
Retirement of treasury stock(78,667)    (8)  (827,830)         --  827,838    --           --         --
Net loss                         --     --         --  (3,733,022)      --    --           -- (3,733,022)
Issuance of performance options  --     --    671,052          --       --    --           --    671,052
Issuance of stock and warrants
 for services performed       9,312      1    119,630          --       --    --           --    119,631
Balance,December 31,1999 11,523,900 $1,152 39,750,276 (30,090,731)      --    --     (152,961) 9,507,736
Issuance of common stock    758,945     76 12,172,093          --       --    --           -- 12,172,169
Purchase of treasury stock       --     --         --          --(3,314,169)  --           -- (3,314,169)
Retirementof treasury stock(182,600)   (18)(3,314,151)         -- 3,314,169   --           --         --
Issuance of performance options  --     --  3,133,748          --        --   --           --  3,133,748
Comprehensive loss:
 Net loss                        --     --         --  (7,567,800)       --   --           -- (7,567,800)
Unrealized loss on available-
 for-sale securities             --     --         --          --        --(46,094)        --    (46,094)
   Total Comprehensive Loss                                                                   (7,613,894)
Issuance of warrants
 for services performed       3,438     --    852,327          --        --   --           --    852,327
Balance,December 31,2000 12,103,683 $1,210 52,594,293 (37,658,531)       --(46,094)  (152,961)14,737,917
Issuance of common stock    407,175     41  6,778,991          --       --    --           --  6,779,032
Purchase of treasury stock       --     --         --          --(8,144,693)  --           -- (8,144,693)
Retirementof treasury stock(407,065)   (40)(8,144,653)         -- 8,144,693   --           --         --
Comprehensive loss:
 Net loss                        --     --         --  (4,540,670)       --   --           -- (4,540,670)
Unrealized gain on available-
 for-sale securities             --     --         --          --        -- 87,929         --     87,929
   Total Comprehensive Loss                                                                   (4,452,741)
Issuance of warrants
 for services performed       4,402     --    130,405          --        --   --           --    130,405

Balance,December 31,2001 12,108,195 $1,211 51,359,036 (42,199,201)       -- 41,385   (152,961) 9,049,920

</TABLE>
See accompanying notes to financial statements.

                    RESEARCH FRONTIERS INCORPORATED
                  Consolidated Statements of Cash Flows
               Years ended December 31, 2001, 2000 and 1999

                                                     2001       2000       1999
Cash flows from operating activities:
 Net loss                                     $(4,540,670)(7,567,800)(3,733,022)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
   Depreciation and amortization                  118,657    109,137     93,472
   Interest income on officer notes receivable         --         --    (95,001)
   Expense relating to issuance of
    contingent performance options                     --  3,133,748    671,052
   Marketable securities received as license fee       --    (50,000)        --
   Cashless exercise of options and warrants       17,588         --     82,481
   Expense relating to issuance of stock and
    warrants for services performed               112,817    852,327     37,150
   Changes in assets and liabilities:
    Salary advance to officer                          --     66,445     39,122
    Royalty receivable                            (37,500)        --         --
    Prepaid expenses and other current assets     106,939   (223,498)    13,875
    Deferred revenue                                   (2)    (8,652)   (10,096)
    Accounts payable and accrued expenses        (716,226)   470,535    258,621

       Net cash used in operating activities   (4,938,397)(3,217,758)(2,642,346)

Cash flows from investing activities:
 Proceeds from sale and maturity
  of held-to-maturity securities                1,319,572  2,526,363  2,405,181
 Proceeds from sale of
  available-for-sale securities                 2,996,409         --         --
 Purchases of held-to-maturity treasury securities     --(12,588,032)(2,461,878)
 Investment in SPD, Inc., at cost                (750,002)        --         --
 Purchases of fixed assets                        (50,572)  (137,519)  (143,709)

Net cash provided by (used in)
  investing activities                          3,515,407(10,199,188)  (200,406)

Cash flows from financing activities:
 Repayment of principal on officer's loans             --         --    345,000
 Proceeds from issuances of
  common stock and warrants                     6,614,721 12,394,718  5,582,875
 Purchase of treasury stock                    (8,144,693)(3,314,169)  (345,837)

 Net cash (used in) provided by
  financing activities                         (1,529,972) 9,080,549  5,582,038


Net increase (decrease) in cash and
 cash equivalents                              (2,952,962)(4,336,397) 2,739,286
Cash and cash equivalents at beginning of year  3,806,172  8,142,569  5,403,283
Cash and cash equivalents at end of year      $   853,210  3,806,172  8,142,569

See accompanying notes to consolidated financial statements.


                 RESEARCH FRONTIERS INCORPORATED
           Notes to Consolidated Financial Statements
                December 31, 2001, 2000 and 1999

(1)     Business

Research Frontiers Incorporated (the "Company" or "Research
Frontiers") operates in a single business segment which is engaged
in the development and marketing of technology and devices to
control the flow of light.  Such devices, often referred to as "light
valves" or suspended particle devices (SPDs), use colloidal
particles that are either incorporated within a liquid suspension or a
film, which is usually enclosed between two sheets of glass or
plastic having transparent, electrically conductive coatings on the
facing surfaces thereof.  At least one of the two sheets is
transparent.

During the second quarter of 2001, the Company, through its
wholly-owned subsidiary, SPD Enterprises, Inc., invested
approximately $750,000 for a minority equity interest in SPD Inc.,
a subsidiary of Hankuk Glass Industries Inc., Korea's largest glass
manufacturer, which is dedicated exclusively to the production of
suspended particle device (SPD) light-control film and a wide
variety of end-products using SPD film.

The Company has historically utilized its cash and the proceeds
from maturities of its investments to fund its research and
development of SPD light valves and for other working capital
purposes.  The Company's working capital and capital
requirements depend upon numerous factors, including the results
of research and development activities, competitive and
technological developments, the timing and cost of patent filings,
and the development of new licensees and changes in the
Company's relationships with its existing licensees.  The degree of
dependence of the Company's working capital requirements on
each of the foregoing factors cannot be quantified; increased
research and development activities and related costs would
increase such requirements; the addition of new licensees may
provide additional working capital or working capital requirements,
and changes in relationships with existing licensees would have a
favorable or negative impact depending upon the nature of such
changes. There can be no assurance that expenditures will not
exceed the anticipated amounts or that additional financing, if
required, will be available when needed or, if available, that
its terms will be favorable or acceptable to the Company.
Eventual success of the Company and generation of positive cash
flow will be dependent upon the commercialization of products
using the Company's technology by the Company's licensees and
payments of continuing royalties on account thereof.

(2)     Summary of Significant Accounting Policies

           (a)  Cash and Cash Equivalents

The Company considers securities purchased with original
maturities of three months or less to be cash equivalents.  Cash
equivalents consist of short-term investments in money market
accounts at December 31, 2001 and 2000.

   (b)  Marketable Investment Securities

The Company accounts for its investments in marketable securities
under the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting  for Certain Investment in Debt
and Equity Securities" ("Statement 115").  During the second
quarter of 2001, the Company determined that it may sell its
marketable investment securities prior to their maturity dates in
order to invest in other marketable securities, repurchase and retire
its common stock, and for general working capital purposes.
Accordingly, as of June 30, 2001, the Company transferred its
classification of marketable securities from held-to-maturity to
available-for-sale. In accordance with Statement 115, available-for-
sale securities are recorded at fair value with unrealized holding
gains and losses excluded from earnings and are reported as a
separate component of shareholders' equity until realized. Dividend
and interest income are recognized when earned.  Cost is
maintained on a specific identification basis for purposes of
determining realized gains and losses on sales of investments.

   (c)  Fixed Assets

Fixed assets are carried at cost.  Depreciation and amortization are
computed using the straight-line method over the estimated useful
lives of the assets.

   (d)  Fee Income

Fee income represents amounts earned by the Company under
various license and other agreements (note 10) relating to
technology developed by the Company.

   (e)  Basic and Diluted Loss Per Common Share

Basic earnings (loss) per share excludes any dilution.  It is based
upon the weighted average number of common shares outstanding
during the period.  Dilutive earnings (loss) per share reflects the
potential dilution that would occur if securities or other contracts to
issue common stock were exercised or converted into common
stock.  The Company's dilutive earnings (loss) per share equals
basic earnings (loss) per share for each of the years in the three-
year period ended December 31, 2001 because all common stock
equivalents (i.e., options and warrants) were antidilutive in those
periods.  The number of options and warrants that was not included
because their effect is antidilutive was 2,542,576, 2,224,201, and
1,995,363  for 2001, 2000 and 1999, respectively.

   (f)  Research and Development Costs

Research and development costs are charged to expense as incurred.

   (g)  Patent Costs

The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability of
these items.

   (h)  Use of Estimates

Management of the Company has made a number of estimates and
assumptions relating to the  reporting of assets and liabilities and
the disclosure of contingent assets and liabilities to prepare these
financial statements in conformity with accounting principles
generally accepted in the United States of America.  Actual results
could differ from those estimates.

   (i)  Income Taxes

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit
carryforwards.  Deferred tax assets and liabilities are measured
using enacted tax rates expected to be recovered or settled.  The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

   (j)  Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between
willing parties. The carrying amounts of all financial instruments
classified as a current asset or current liability are deemed to
approximate fair value because of the short maturity of those instruments.

The fair value of the notes receivable from officers approximates
the carrying value as their stated interest rate, the broker call rate, is
similar to other rates currently offered by local brokerage
institutions for loans of similar terms to individuals with
comparable credit risk.

   (k)  Stock Option Plan

The Company applies the intrinsic value-based method of
accounting prescribed by Accounting Principles Board ("APB")
Opinion No. 25 "Accounting for Stock Issued to Employees," and
related interpretations, in accounting for its fixed plan stock
options.  As such, compensation expense would be recorded on the
date of grant only if the current market price of the underlying stock
exceeded the exercise price.

   (l)  Accumulated Other Comprehensive Income (loss)

The unrealized gains on available-for-sale securities of $87,929 for
the year ended December 31, 2001 is comprised of $168,985 of
unrealized holding gains arising during the period less
reclassification adjustments for gains realized in net income of
$81,056 during the period. The unrealized loss on available-for-sale
securities of $46,094 for the year ended December 31, 2000
represents unrealized holding losses arising during the period.

   (m)  Deferred Revenue

The Company has entered into a number of license agreements
covering potential products.  The Company receives minimum
annual royalties under certain license agreements and records fee
income for the amounts earned by the Company.  Certain of the
fees are paid to the Company in advance of the period in which
they are earned resulting in deferred revenue.

 (3)  Supplemental Cash Flow Information

The following is supplemental information relating to the
Company's consolidated statement of cash flows:
                                                    2001        2000     1999
Non-cash financing activities:
 Principal payment on officer's note receivable
  by surrendering of common stock              $      --          --     387,000
 Receivable from warrant exercise              $ 164,311          --     222,549

(4)     Marketable Investment Securities

The fair value of marketable investment securities is based upon
quoted market prices.  The amortized cost, gross unrealized holding
gains and fair value for the Company's securities at December 31,
2001 and 2000 were as follows:

                             Amortized Cost  Gross Unrealized Holding Fair Value

                                                Gains     (Losses)
At December 31, 2001:

Available-for-sale securities:
 U.S. treasury securities        $6,991,771    80,960          --      7,072,731
 Equity securities                   50,000        --     (39,125)        10,875

At December 31, 2000:

U.S. treasury securities
  (held-to-maturity)            $11,307,752   151,360          --     11,459,112
Available-for-sale securities        50,000        --     (46,094)         3,906

Maturities of all U.S. treasury securities were less than two years at
December 31, 2001 and 2000.

(5)     Notes Receivable from Officers

In 1996, the Company loaned several officers an aggregate of
$350,000. In March and April 1997, the Company loaned several
officers an aggregate of $1,390,000.  During 1997, officers made
aggregate principal payments of $592,353 against such loans of
which $39,810 was paid in cash and $552,543 was paid through the
surrender of the Company's common stock. During 1998, officers
made aggregate principal payments of $542,186 against such loans
of which $40,000 was paid in cash and $502,186 was paid through
the surrender of the Company's common stock.  During 1999,
officers made aggregate principal payments of $732,000 against
such loans of which $345,000 was paid in cash and $387,000 was
paid through the surrender of the Company's common stock. In
connection with the aforementioned loan repayments, the Company
recorded $95,001 and $50,968, in interest income in 1999 and
1998, respectively, of which $95,001 and $43,367, was paid
through the surrender of the Company's common stock in 1999 and
1998, respectively.  It is the Company's policy to record interest
income on these notes as received.

In a settlement agreement dated June 30, 1999, the Company settled
a declaratory judgment action brought on March 25, 1999 in the
Supreme Court of the State of New York, County of Nassau, by
Jean Thompson in her individual capacity and as Executrix of the
estate of Robert I. Thompson, a former officer and director of the
Company. The action did not seek monetary damages and
essentially sought a declaration that certain common stock of the
Company securing loans made to Mr. Thompson was not available
as collateral to secure such loans.  Under the settlement agreement,
among other things, the parties agreed that Jean Thompson and the
estate of Robert I. Thompson would pay the $732,000 in loans
made by the Company from 1993 to 1997 by paying the Company
$345,000 in cash, and delivering to the Company for cancellation
38,467 shares of common stock and options to purchase 181,447
shares of common stock.  This payment and delivery of the shares
and stock options for cancellation were made in August 1999,
resulting in the payment in full of all outstanding loans, and the
Company recording interest income on such loans of $95,001.

Each of the aforementioned loans are due in January 2003.  The
loans relate to the purchase of common stock of the Company; are
collateralized by the pledge of shares of common stock of the
Company; may be prepaid in part or in full without notice or
penalty; are represented by a promissory note which bears interest
at a rate per annum equal to the broker call rate (3.5% at December
31, 2001 and 8.25% at December 31, 2000) in effect on the first
day of each calendar quarter; and permit repayment of the loan by
delivery of securities of the Company having a fair market value
equal to the balance of the loan outstanding.

(6)     Fixed Assets

Fixed assets and their estimated useful lives, are as follows:

                                2001            2000  Estimated useful life

Equipment and furniture  $ 1,057,126       1,019,324  5 years
Leasehold improvements       269,360         256,590  Life of lease or estimated
                           1,326,486       1,275,914  life if shorter
Less accumulated depreciation
    and amortization       1,046,868         928,211
                         $   279,618         347,703

(7)   Accrued Expenses and Other

Accrued expenses consist of the following at December 31, 2001 and 2000:

                                               2001          2000
Settlement of treasury stock repurchase $        --       509,974
Payroll, bonuses and related benefits        91,942        73,006
Professional services                        34,285       152,167
Other                                        32,058        14,774
                                           $158,285       749,921

(8)     Income Taxes

There was no income tax expense in 2001, 2000 and 1999 due to
losses incurred by the Company.

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 2001 and 2000
are presented below.
                                                2001            2000
Deferred tax assets:
 Net operating loss carryforwards             $12,922,000    11,002,000
 Research and other credits                       860,000       673,000
        Total gross deferred tax assets        13,782,000    11,675,000
   Less valuation allowance                    13,782,000    11,675,000
                                                       --            --

The Company has recorded a valuation allowance against the
deferred tax assets as they will not be realized unless the Company
achieves profitable operations in the future.

At December 31, 2001, the Company had a net operating loss
carryforward for federal income tax purposes of approximately
$32,306,000, varying amounts of which will expire in each year
from 2002 through 2021. Research and other credit carryforwards
of $860,000 are available to the Company to reduce income taxes
payable in future years principally through 2021. Net operating loss
carryforwards of $825,825 and research and other credit
carryforwards of $9,556 are scheduled to expire during fiscal 2002,
if not utilized.

(9)     Shareholders' Equity

   (a)  Sale of Common Stock and Warrants

During 1999, the Company received $5,805,424 of net cash
proceeds from the issuance of 664,214 shares of common stock
from the exercise of options and warrants, as follows: the issuance
of 53,025 shares of common stock issued upon the exercise of
options resulting in net proceeds of $321,532 and the issuance of
611,189 shares of common stock issued upon the exercise of
warrants, principally related to the Class A Warrant, resulting in net
proceeds of $5,483,892.  In addition, 2,850 shares were issued to an
investor relations firm through the cancellation of 33,250 warrants,
resulting in public relations expense of $21,820; 6,048 shares were
issued to an officer through the cancellation of 17,000 options
resulting in compensation expense of $60,661; and 414 shares were
issued to a director in payment of $3,000 in directors fees.

The Company recorded a receivable of $222,549 representing a
warrant exercise that occurred prior to the end of 1999, that was
scheduled to settle in January 2000.  The Company received the
cash for the settlement of this warrant in January 2000.

During 2000, the Company received $12,172,169 of net cash
proceeds from the issuance of 758,945 shares of common stock
from the exercise of options and warrants, as follows: the issuance
of 95,962 shares of common stock issued upon the exercise of
options resulting in net proceeds of $706,299 and the issuance of
662,983 shares of common stock issued upon the exercise of
warrants, principally related to the Class A Warrant, resulting in net
proceeds of $11,465,870.  In addition, 3,438 shares were issued to a
director in payment of $68,000 in directors fees.

During 2001, the Company received $6,614,721 of net cash
proceeds from the issuance of 407,175 shares of common stock
from the exercise of options and warrants, as follows: (i) the
issuance of 48,175 shares of common stock issued upon the
exercise of options resulting in net proceeds of $385,472 and (ii)
359,000 shares of common stock issued upon the exercise of
warrants, principally related to the Class A Warrant,  resulting in
net proceeds (inclusive of a receivable described below of
$164,311) of $6,393,560.  In addition, 3,715 shares were issued to
directors in payment of $69,221 in directors fees, and 687 shares
were issued through the cancellation of 1,000 warrants, resulting in
non-cash consulting expense of $17,588 being recorded.

The Company recorded a receivable of $164,311 representing a
warrant exercise that occurred prior to the end of 2001, that was
scheduled to settle in January 2002.  The Company received the
cash for the settlement of this warrant in January 2002.

   (b)  Options and Warrants

   (i)  Options

In 1992, the shareholders approved a stock option plan (1992 Stock
Option Plan) which provides for the granting of both incentive
stock options at the fair market value at the date of grant and
nonqualified stock options at or below the fair market value at the
date of grant to employees or non-employees who, in the
determination of the Board of Directors, have made or may make
significant contributions to the Company in the future.  The
Company initially reserved 468,750 shares of its common stock for
issuance under this plan.  In 1994 and 1996, the Company's
shareholders approved an additional 300,000 shares and 450,000
shares, respectively, for issuance under this plan. As of December
31, 2001, no options were available for issuance under this Plan.

In 1998, the shareholders approved a stock option plan (1998 Stock
Option Plan) which provides for the granting of both incentive
stock options at the fair market value at the date of grant and
nonqualified stock options at or below the fair market value at the
date of grant to employees or non-employees who, in the
determination of the Board of Directors, have made or may make
significant contributions to the Company in the future.  The
Company may also award stock appreciation rights or restricted
stock under this plan. The Company initially reserved 540,000
shares of its common stock for issuance under this plan.  In 1999,
the Company's shareholders approved an additional 545,000 shares
for issuance under this Plan, and in 2000, the Company's
shareholders approved an additional 600,000 shares for issuance
under this Plan. As of December 31, 2001, awards for 196,322
shares of common stock were available for issuance under this Plan.

At the discretion of the Board of Directors, options expire in ten
years or less from the date of grant and are generally fully
exercisable upon grant but in some cases may be subject to vesting
in the future.  Full payment of the exercise price may be made in
cash or in shares of common stock valued at the fair market value
thereof on the date of exercise, or by agreeing with the Company to
cancel a portion of the exercised options.  When an employee
exercises a stock option through the surrender of options held,
rather than of cash for the option  exercise price, compensation
expense is recorded in accordance with APB Opinion No. 25.
Accordingly, compensation expense is recorded for the difference
between the quoted market value of the Company's common stock
at the date of exchange and the exercise price of the option.

Activity in stock options is summarized below:

                         Number of Shares       Weighted Average
                        Subject to Option       Exercise Price

Balance at December 31, 1998  1,495,159                $  7.79
 Granted                        485,600                $  8.38
 Cancelled                     (203,023)               $  8.15
 Exercised                     ( 59,073)               $  6.11

Balance at December 31, 1999  1,718,663                $  7.98
 Granted                        332,500                $ 19.80
 Cancelled                       (6,700)               $ 14.85
 Exercised                      (95,962)               $  7.36

Balance at December 31, 2000  1,948,501                $ 10.00
 Granted                        416,550                $ 20.20
 Cancelled                           --                     --
 Exercised                      (48,175)               $  8.00

Balance at December 31, 2001  2,316,876                $ 11.88

The following table summarizes information about stock options at
December 31, 2001:

                                 Weighted
                                 Average     Weighted               Weighted
                                 Remaining    Average               Average
Range of           Shares        Contractual  Exercise   Shares     Exercise
Exercise Price    Outstanding    Life (Years)  Price    Exercisable Price

$3.00 to $6.00       122,177        4.46        5.75     122,177     5.75
$6.01 to $7.50       696,326        5.91        7.27     696,326     7.27
$7.51 to $9.00       553,501        6.72        8.35     553,501     8.35
$9.01 to $12.00      321,775        6.87        9.87     154,525     9.67
$12.01 to $15.00     171,797        6.87       14.24     171,797    14.24
$15.01 to $19.00     113,000        8.92       18.99     106,000    19.00
$19.01 to $37.03     338,300        9.21       27.70      34,000    37.03
                   2,316,876        6.86       11.88   1,838,726     9.57

Options to purchase 436,550 shares become exercisable during 2002.

During 2000, the Company granted 14,000 options to consultants
which vested immediately.  In accordance with EITF Issue 96-18,
"Accounting for Equity Instruments that are Issued to Other than
Employees for Acquiring, or in Conjunction with Selling, Goods
or Services," the Company recorded consulting expenses of
$246,961 based upon the fair value of such options on the date
the options vested as determined using a Black-Scholes option
pricing model.

During 1999, the Company granted 237,800 contingent
performance options to employees, which vest only, if a certain
performance milestone in the price of the Company's common
stock is achieved during 2000.  This milestone was achieved
during 2000 and these options vested. The Company is required
to account for these options as a variable plan under APB
Opinion No. 25.  Accordingly, from the point in time that it
appears probable that such milestone will be achieved, the
Company is required to recognize non-cash compensation
expense each period from the date of grant through the vesting
date based on the quoted market price of the stock at the end of
each period.  Non-cash compensation expense recognized during
1999 and 2000 in connection with these options was $671,052
and $3,133,748, respectively. The charges recorded as a result of
the issuance of these performance options are calculated based
upon changes in the Company's stock price as of the end of each
quarter, and are non-cash compensation charges.

The per share weighted average fair value of warrants issued to
directors and stock options granted during 2001, 2000, and 1999
was approximately $12.41, $9.00, and $3.65, respectively, on the
date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions:

                    Expected        Risk-Free     Expected Stock Expected Life
Grant Date          Dividend Yield  Interest Rate Volatility     in Years
September 2001         0 %            3.787%        90.190%           3.62
June 2001              0 %            4.768%        85.170%           3.62
December 2000          0 %            5.200%        64.659%           3.62
October 2000           0 %            5.760%        65.076%           3.62
June 2000              0 %            6.290%        64.532%           3.62
February 2000          0 %            6.600%        56.400%           3.62
December 1999          0 %            6.090%        53.698%           3.62
June 1999              0 %            5.940%        50.853%           3.60

The Company applies APB Opinion No. 25 in accounting for its
stock option plans and, accordingly, no compensation cost has
been recognized for its stock options and warrants in the financial
statements as the exercise price of such instruments were equal to
the fair value of the Company's common stock at the date of
grant.  Had the Company determined compensation cost based on
the fair value at the grant date for its stock options under SFAS
No. 123 "Accounting for Stock Based Compensation", the
Company's net loss and net loss per share would have been
increased to the pro forma amounts indicated below:

                                      2001         2000         1999
Net loss          As reported $(4,540,670)  $(7,567,800) $(3,733,022)
                  Pro forma   $(6,552,355)  $(7,843,116) $(4,641,784)

Basic and diluted net loss
 per common share As reported     $ (0.38)      $ (0.63)     $ (0.34)
                  Pro forma       $ (0.54)      $ (0.65)     $ (0.42)

Pro forma net loss reflects only options and warrants granted
since January 1, 1995.  Therefore, the full impact of calculating
compensation cost for stock options and warrants under SFAS
No. 123 is not reflected in the pro forma net loss amounts
presented above because compensation costs for options and
warrants granted prior to January 1, 1995 were not considered.

   (ii) Warrants

Activity in warrants is summarized below, excluding the effect of
the redeemable prepaid warrant (note 9(d)) and the Class A Warrant (note 9(d)):

                             Number of Shares             Exercise
                       Underlying Warrants Granted           Price

Balance at December 31, 1998     306,339             5.88-13.50
   Exercised                     (49,239)            7.00-11.63
   Terminated                    (40,400)            7.50- 7.67
   Issued                         60,000     (a)     8.98-21.00

Balance at December 31, 1999     276,700          $  5.88-21.00
   Exercised                      (1,000)            9.00-10.00
   Terminated                         --                     --
   Issued                             --                     --

Balance at December 31, 2000     275,700          $  5.88-21.00
   Exercised                     (30,000)            7.99-11.00
   Terminated                    (20,000)           16.00-21.00
   Issued                             --                     --

Balance at December 31, 2001     225,700          $  5.88-13.50

   (a)  Represents warrants to purchase 10,000 shares at $8.98 per
        share issued to two consultants for research and development
        work performed for the Company, 50% of which is currently
        vested and 50% of which vests if certain additional milestones
        are achieved as a result of the work performed by the
        consultants; and warrants to purchase 10,000 shares at $9.00
        per share,  10,000 shares at $10.00 per share, 10,000 shares at
        $11.00 per share,  10,000 shares at $16.00 per share, and
        10,000 shares at $21.00 per share, issued in payment for
        investor relations services provided to the Company which
        resulted in public relations expense of $9,168 and $34,150
        during 2000 and 1999, respectively, which warrants vest
        10,000 shares per quarter commencing April 1, 1999. These
        latter warrants were either exercised or expired in 2001.

Warrants generally expire from two to ten years from the date of
issuance. At December 31, 2001, the number of warrants
exercisable was 218,700 at a weighted average exercise price of
$8.13 per share.

During 2001 and 2000, certain warrants granted to consultants in
1995 and 1994 to purchase 7,000 and 25,000 shares, respectively
of common stock became vested due to services performed and
performance criteria being met.  In accordance with EITF Issue
96-18, "Accounting for Equity Instruments that are Issued to
Other than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services," the Company recorded consulting
expense of $43,596 and $528,198, respectively, based upon the
fair value of such warrants on the date the warrants vested as
determined using a Black-Scholes option pricing model.

   (c)  Treasury Stock

During 2001, the Company purchased in the open market and
subsequently retired 407,065 shares of treasury stock with an
aggregate cost of $8,144,693. During 2000, the Company
purchased in the open market and subsequently retired 182,600
shares of treasury stock with an aggregate cost of $3,314,169.
During 1999, the Company purchased in the open market and
subsequently retired 40,200 shares of treasury stock with an
aggregate cost of $345,837. Also during 1999, the Company
received 38,467 shares of common stock valued at $482,001 as
partial payment of notes receivable from an officer pursuant to a
settlement agreement as discussed above. Such shares were also
subsequently retired.

      (d)  Class A and Class B Warrants

On October 1, 1998, the Company announced that Ailouros Ltd.,
a London-based institutional money management fund, has
committed to purchase up to $15 million worth of  common stock
of the Company through December 31, 2001.  This commitment
is in the form of a Class A Warrant issued to Ailouros Ltd. which
gives the Company the option in any three-month period to
deliver a put notice to Ailouros requiring them to purchase an
amount of common stock specified by the Company at a price
equal to the greater of (A) 92% of the seven-day average trading
price per share of common stock, or (B) a minimum or "floor"
price per share set by the Company from time to time.  The
pricing was initially subject to an overall cap of $15 per share,
which cap has now been eliminated by mutual agreement so that
the Company may put stock to Ailouros at selling prices in excess
of $15 per share.  However, the Company is not required to sell
any shares under the agreement. Before the beginning of each of a
series of three-month periods specified by the Company, the
Company determines the amount of common stock that the
Company wishes to issue during such three-month period.  The
Company also sets the minimum selling or "floor" price, which
can be reset by the Company in its sole discretion prior to the
beginning of any subsequent three-month period.  Therefore, at
the beginning of each three-month period, the Company will
determine how much common stock, if any, is to be sold  (the
amount of which can range from $0 to $1.5 million during such
three-month period), and the minimum selling price per share. In
March 2000, Ailouros agreed to expand its commitment beyond
the original $15 million, thereby giving the Company the right to
raise additional funds from Ailouros so long as the Company does
not have to issue more shares than were originally registered with
the Securities and Exchange Commission, and in December 2001
the expiration date of the Class A Warrant was extended to
December 31, 2003.

In connection with the financing, the Company also issued
Ailouros Ltd. a Class B Warrant which expires on September 30,
2008.  The Class B Warrant is exercisable at $8.25 per share
which represents 120% of  average of the closing bid and ask
price of the Company's common stock on the date of the Class B
Warrant's issuance.  The Class B Warrant is exercisable into
65,500 shares.  Ailouros paid the Company $10,000 upon
issuance of the Class A Warrant and the Class B Warrant.

(10)    License and Other Agreements

The Company has entered into a number of license agreements
covering various products using the Company's SPD technology.
Although the Company may receive minimum annual royalties
under certain of these licenses, to date although products have
been sold resulting in earned royalties under some these license
agreements, these earned royalty payments were offset by such
minimum advance payments made by the applicable licensees.
The following table summarizes Research Frontiers' existing
license agreements and lists the year these agreements were
entered into:

Licensee or Optionee          Products Covered                        Territory

AP Technoglass Co.       Sunroof glass for other licensees (2001)     Worldwide

Avery Dennison Corp.     SPD displays (2001)                          Worldwide

BOS GmbH                 Variable light transmission SPD sunshades    Worldwide
                         and sunvisors.  (2002)

Dainippon Ink and        SPD emulsions for other licensees (1999)     Worldwide
 Chemicals Incorporated

Film Technologies Int'l  SPD film for other licensees and             Worldwide
                         prospective licensees (2001)

General Electric Company SPD film for other licensees and             Worldwide
                         prospective licensees (1995)

Glaverbel, S.A.          Automotive vehicle rear-view mirrors,        Worldwide
                         transportation vehicle sunvisors, and   (except  Korea
                         architectural and automotive windows (1996)for windows)

Global Mirror GmbH       Rear-view mirrors and sunvisors (1999)       Worldwide

Hankuk Glass Industries Inc. Broad range of SPD light control products Worldwide
                             including windows, flat panel displays,
                             automotive vehicle rear-view mirrors and
                             sunvisors (installed as original equipment
                             on Korean-made cars), and sunroofs; SPD film
                             for licensees and prospective licensees (1997)

Hitachi Chemical Co., Ltd.   SPD emulsions and films for other         Worldwide
                             licensees (1999)

InspecTech Aero Service,Inc. Aircraft windows and cabin dividers(2001) Worldwide
                                                                  (except Korea)

Isoclima S.p.A.          Architectural and automotive windows (2002)   Worldwide
                                                                  (except Korea)

N.V. Bekaert S.A (acquired   Architectural and automotive windows,     Worldwide
from Material Sciences Corp.)SPD film for other licensees, prospective
                             licensees and architectural and automotive
                             window companies (1997)

Polaroid Corporation  SPD emulsions and films for other licensees(2000)Worldwide

ThermoView Industries, Inc.   Architectural windows (2000)             Worldwide
                                                                  (except Korea)

Licensees of Research Frontiers who incorporate SPD technology
into end products will pay Research Frontiers a royalty of 5-10%
of net sales of licensed products under license agreements
currently in effect, and may also be required to pay Research
Frontiers minimum annual royalties.  Licensees who sell products
or components to other licensees of Research Frontiers do not pay
a royalty on such sale and Research Frontiers will collect such
royalty from the licensee incorporating such products or
components into their own end-products. Research Frontiers'
license agreements typically allow the licensee to terminate the
license after some period of time, and give Research Frontiers
only limited rights to terminate before the license expires. Most
licenses are non-exclusive and generally last as long as our
patents remain in effect. The license granted to Hankuk Glass
Industries is exclusive within Korea for certain applications
through December 2004.  Global Mirror's license restricts new
licenses from being granted in the truck mirror original equipment
market for a period of time if certain sales milestones are met
with respect to commercial vehicles in Classes 5 through 8 with
gross vehicle weights in excess of 16,000 pounds.

   (11) Commitments

The Company has an employment agreement with one of its
officers which provides for an annual base salary of $384,948
through December 31, 2002.

In December 2000, the Company's Board of Directors approved a
performance bonus plan which provides for a bonus to be paid on
or after July 2, 2001 and on or after January 2, 2002 equal to 1%
of the increase, if any, in the Company's market value during the
first and second halves of 2001.  Bonuses are capped at a
recipient's salary in the case of employees of the Company, and
are currently capped at $57,222 in the case of non-employee
directors of the Company.  During 2000, the Company had a
similar performance plan in place. The Company recorded
$785,500 and $755,000 of expenses in connection with these
plans for the years ended December 31, 2001 and 2000,
respectively. The Company's Board of Directors approved a
similar bonus plan for 2002 but with higher thresholds to be met
before a bonus is payable under such plan. In addition to the
payment caps described above, under the current plan, in order to
insure that bonuses are not paid based upon temporary
fluctuations in the market value of the Company, bonuses under
this plan will only be paid to the various participants under this
plan if and when the market value of the Company exceeds
$280,489,009 (and in the case of any bonus paid to Robert L.
Saxe, if and when the market value of the Company exceeds
$304,207,362).

The Company occupies premises under an operating lease
agreement which expires on January 31, 2004 and requires
minimum annual rent which rises over the term of the lease to
approximately $143,500. Rent expense, including other expenses,
amounted to approximately $152,000, $142,000, and $143,000,
for 2001, 2000, and 1999, respectively.

(12) Selected Quarterly Financial Data (Unaudited)

                                             Quarter

2001                            First       Second      Third       Fourth
Fee income                   $ 68,752    $ 12,500    $ 28,656   $   32,094
Operating loss             (1,187,734) (1,909,782) (1,177,408)    (961,804)
Net loss                     (993,822) (1,748,444)   (985,529)    (812,875)
Basic and diluted net loss
    per common share (1)         (.08)       (.14)       (.08)        (.07)

2000                            First       Second      Third       Fourth
Fee income                   $ 98,774    $ 99,960   $  99,959   $   34,959
Operating loss (2)         (4,736,168) (1,539,962)   (767,146)  (1,403,042)
Net loss (2)               (4,547,939) (1,311,204)   (539,942)  (1,168,715)
Basic and diluted net loss
    per common share (1)(2)      (.38)       (.11)       (.04)        (.10)

(1)  Since per share information is computed independently for each
     quarter and the full year, based on the respective average number of
     common shares outstanding, the sum of the quarterly per share amounts
     does not necessarily equal the per share amounts for the year.

(2)  The first quarter of 2000 has been restated to include a non-cash
     accounting charge of $528,198 relating to a warrant which was issued
     during 1994 and vested during the first quarter of 2000. (see note 9).