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, 2000  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 29, 2001 there were 12,001,083 shares of Research Frontiers
Incorporated common stock outstanding (of which 926,561 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 29, 2001) held by non-affiliates was approximately
$193,804,135.  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 16-19
                               Page 1 of 39
                                     
<PAGE>
                              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 350 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

o "smart" windows
o  variable light transmission eyewear such as goggles and sunglasses
o  self-dimmable automotive sunroofs, sunvisors and rear-view mirrors, and
o  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, automotive 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.

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

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
                             architectural and automotive windows (1996)   Korea
                                                                    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
                                                                    for windows)


Material Sciences Corp.      Architectural and automotive windows,     Worldwide
                             SPD film for other licensees, prospective
                             licensees and architectural and automotive
                             window companies (1997)

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

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

Vision-Ease Lens Azusa,Inc.  Eyewear (1997)                            Worldwide

Licensees of Research Frontiers who incorporate SPD technology
into end products will pay Research Frontiers royalty of a 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.  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. Vision-Ease's license for
eyewear is exclusive during the term of the license. 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 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 assistance to its licensees
to develop commercially viable products.  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.  To date, no licensed
products have been sold under any of the Company's license
agreements.

     On March 29, 2001, 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
technologies that are currently being used commercially.  In
particular, the Company expects to compete on the basis of the
performance characteristics of its display products with liquid
crystal displays ("LCDs").  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.  The market
for flat panel displays  was estimated by others to have been
approximately $21.3 billion for 2000.  The Company believes
that some of its licensees may begin to challenge 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, nd other large
corporations 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.

     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 $85-100 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 the performance and long-term reliability
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.

     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 potential
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,
eyewear, mirrors and flat panel displays.

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

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

Research Frontiers incurred about $2,619,000, $1,971,000 (which includes
the purchase of patents), and $1,647,000, during the years ended
December 31, 2000, 1999, and 1998, respectively, for
research and development.  Research Frontiers plans to engage in
substantial continuing research and development activities.

Patents and Proprietary Information

     The Company has 19 United States patents in force. Five
United States patent applications are pending.  The Company's
United States patents expire at various dates from 2001 through
2017.  The Company has approximately 73 issued patents and a
substantial number of patent applications pending in foreign
countries. In addition, in June 1999 the Company acquired 74
patents and patent applications from its licensee, Glaverbel, SA,
which are in the process of being assigned to Research Frontiers.
The Company's foreign patents expire at various dates from 2001
through 2014. 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 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
$134,000 (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 29, 2001, there were
12,001,083 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, 1999                6.7500        11.0000
      June 30, 1999                 6.8750        10.0000
      September 30, 1999            9.0625        13.5625
      December 31, 1999             8.5000        15.4375
      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

      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 29, 2001, there were 562 holders of record of
the Company's common stock.   The Company estimates that there are over
10,375 beneficial holders of the Company's common stock.

(c)   Dividends

     The Company did not pay dividends on its common stock in
2000 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
financial statements and notes thereto, all of which are contained
in this Annual Report on Form 10-K.

                                         Year ended December 31,
                               2000        1999       1998        1997     1996
Statement of Operations Data:
 Fee income                  $ 333,652 $ 128,096 $  108,735 $   60,000 $  50,000
 Operating expenses          3,027,655  1,605,028 1,631,179  1,884,038 1,226,410
 Research and development(1) 2,618,567  1,971,341 1,647,448  1,831,397 1,711,634
 Non-recurring non-cash
 compensation expense(2)     3,133,748    671,052        --         --        --

                             8,779,970  4,247,421  3,278,627 3,715,435 2,938,044
 Operating loss          (8,446,318)(4,119,325)(3,169,892)(3,655,435)(2,888,044)
 Net investment income(3)      878,518    386,303    460,572   425,990   413,206
 Other income                       --         --     91,379        --       --

 Net loss                (7,567,800)(3,733,022)(2,617,941)(3,229,445)(2,474,838)

 Basic and diluted net
 loss per common share         (.63)      (.34)      (.24)      (.32)      (.25)

 Dividends per share             --         --         --         --         --

                                              As of December 31,

                          2000        1999         1998        1997        1996

Balance Sheet Data:
 Total current assets  $15,358,819 $ 9,695,137 $6,728,453 $ 9,728,285 $8,193,639
 Total assets           15,729,127  10,037,063  7,021,291  10,033,663  8,425,141
 Long-term debt,includ           -          --         --          --         --
  ing accrued interest
 Total share-
   holders'equity       14,737,917   9,507,736  6,740,489   9,621,979  8,216,847

(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 2000, 1999, 1998, 1997, and 1996
     includes $0, $95,001, $50,968, $68,810, and $211,360,
     respectively, of interest income received from officers of the
     Company upon payment of notes receivable, and $0, $0, $0,
     ($6,382), and $1,174,643,  respectively of unrealized gain (loss) on
     investments. 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

Results of Operations

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 $3,908,907 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 $3,908,907, the Company's net
loss would have been $3,658,893 ($0.30 per share) for 2000 as
compared to $3,061,970 ($0.28 per share) for 1999.

Year ended December 31, 1999 Compared to the Year ended December 31, 1998

The Company's fee income from licensing activities for 1999 was
$128,096 as compared to fee income of $108,735 for 1998. 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 decreased by $26,151 for 1999 to $1,605,028
from $1,631,179 for 1998.  This decrease was primarily the result
of lower public relations, depreciation, office and consulting
expenses, offset by increased compensation, professional fees,
insurance, rent, travel and stock listing expenses offset

Research and development expenditures (excluding the purchase
of patents described below) increased by $323,893 to $1,971,341
for 1999 from $1,647,448 for 1998.  This increase  was primarily
the result of higher research-related compensation and consulting
expenses, offset by lower costs for materials.

The Company recorded a non-cash compensation charge of
$671,052 with respect to 1999 which is related to the non-
recurring grant of certain contingent performance options issued
to employees and directors during 1999.

In June of 1999, the Company purchased 74 patents and patent
applications from Glaverbel S.A. covering various inventions
relating to SPD technology for which a lump-sum payment of
$289,177 was made.  In accordance with the Company's
accounting policy, such amount was expensed.

The Company's net gain from its investing activities for 1999 was
$291,302, as compared to a net gain from its investing activities of
$409,604 for 1998.  This difference was primarily due to a higher
level of average investment balances in 1998 compared to the
same period in 1999 as a result of the Company receiving $5.0
million towards the end of 1997 in connection with the issuance of
the redeemable prepaid warrant.  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.

During 1998, the Company received $135,000 of key man life
insurance proceeds payable on the death of its former Executive
Vice President, Robert I. Thompson.  This resulted in the
Company recording non-recurring other income of $91,379 during
1998 representing the difference between the amount received by
the Company and the cash surrender value of such life insurance
policy that was previously recorded on the Company's balance
sheet.

As a consequence of the factors discussed above, the Company's
net loss was $3,733,022 ($0.34 per share) for 1999 as compared to
$2,617,941 ($0.24 per share) for 1998.   Without taking into
account the non-cash compensation charges associated with the
contingent performance options described above, the Company's
net loss would have been $3,061,970 ($0.28 per share) for 1999 as
compared to $2,617,941 ($0.24 per share) for 1998.

Financial Condition, Liquidity and Capital Resources

     During 2000, the Company's cash and cash equivalent
balance decreased by $4,336,397 principally as a result of  the
$12,394,718 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 short-term U.S. Treasury money market
funds, offset by cash used to fund the Company's operating
activities of $3,217,758, and the purchase of 182,600 shares of
treasury stock for $3,314,169 (which shares were subsequently
retired).  At December 31, 2000, the Company had  working
capital of $14,367,609 and its shareholders' equity was
$14,737,917.

     On October 1, 1998, the Company announced that Ailouros
Ltd., a London-based institutional money management fund, had
committed to purchase up to $15 million worth of  common stock
of Research Frontiers through December 31, 2001.  This
commitment is in the form of a Class A Warrant issued to Ailouros
Ltd. which gives Research Frontiers 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 Research
Frontiers 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 Research Frontiers 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, Research
Frontiers 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. Because  of increases in the Company's stock price
since Ailouros' original commitment, and the elimination of the
$15 per share cap mentioned above, the Company would now be
able to raise more money without having to issue more shares than
were originally registered with the Securities and Exchange
Commission.  Therefore, 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.

     During 1999, the Company granted 237,800 contingent
performance options to employees, which vested because a certain
performance milestone in the price of the Company's common
stock was achieved during 2000.  As the Company is required to
account for these options as a variable plan under APB Opinion
No. 25, compensation expense is recorded 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.  The non-cash
compensation expense recognized during 2000 and 1999 in
connection with these options  was $3,133,748 and $671,052.  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.  These compensation expenses
are non-cash accounting charges, and do not require the Company
to make any payment in cash or otherwise to the option holder.

     In December 1999, the Company's Board of Directors
approved a performance bonus plan which provides for a bonus to
be paid on July 1, 2000 and January 1, 2001 equal to 1% of the
increase, if any, in the Company's market value during the first
and second halves of 2000.  Bonuses are capped at a recipient's
salary in the case of employees of the Company, and are currently
capped at $55,000 in the case of non-employee directors of the
Company. The expense recorded in connection with this bonus
plan was $755,000 during 2000.  In December 2000, the
Company's Board of Directors approved a similar bonus plan for 2001.

  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 at least the next three to four 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 Pronouncement

  The Financial Accounting Standards Board has issued
Statement No. 133 related to "Accounting for Derivative
Instruments and Hedging Activities" (Statement 133).  Statement
133 established accounting and reporting standards for derivative
instruments embedded in other contracts, and for hedging
activities.  This statement (as amended by Statement 137 and
Statement 138) is effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000.  Management of the Company does
not believe that the implementation of Statement 133 (as amended
by Statement 137 and Statement 138) will have a significant
impact on its financial position or results of operations.  For each
of the years in the three-year period ended December 31, 2000 the
Company had no derivative instruments or hedging activities as
defined by Statement 133.

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 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 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, 2001, in
connection with the Company's Annual Meeting of
Stockholders scheduled to be held on June 14, 2001.

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, 2001, in
connection with the Company's Annual Meeting of
Stockholders scheduled to be held on June 14, 2001.
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, 2001, in
connection with the Company's Annual Meeting of
Stockholders scheduled to be held on June 14, 2001.

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, 2001, in
connection with the Company's Annual Meeting of
Stockholders scheduled to be held on June 14, 2001.

                             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:

    Balance Sheets,
         December 31, 2000 and 1999. . . . . . . . . . . . . . . . .         F-2

    Statements of Operations,
         Years ended December 31, 2000, 1999 and 1998  . . . . . . .         F-3

    Statements of Shareholders' Equity,
         Years ended December 31, 2000, 1999 and 1998  . . . . . . .         F-4

    Statements of Cash Flows,
         Years ended December 31, 2000, 1999 and 1998  . . . . . . .         F-5

Notes to 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 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.

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:

     No reports on Form 8-K have been filed by the Registrant
during the last quarter of the period covered by this report.

                             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, President and Treasurer
                    (Principal Executive, Financial, and Accounting Officer)

Dated:  March 29, 2001

     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 29, 2001
   Robert M. Budin


/s/Bernard D. Gold                           Director             March 29, 2001
   Bernard D. Gold

/s/Joseph M. Harary                          Director             March 29, 2001
   Joseph M. Harary

/s/Robert L. Saxe                            Director, President  March 29, 2001
   Robert L. Saxe                            and Treasurer




                   Independent Auditors' Report



The Shareholders and Board of Directors
Research Frontiers Incorporated:


We have audited the accompanying balance sheets of Research Frontiers
Incorporated as of December 31, 2000 and 1999, and the related statements
of operations, shareholders' equity and cash flows for each of the years in
the three-year period ended December 31, 2000.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these 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 financial statements referred to above present
fairly, in all material respects, the financial position of Research
Frontiers Incorporated at December 31, 2000 and 1999 and the
results of its operations and cash flows for each of the years in the
three-year period ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States of
America.


                              /s/ KPMG LLP


Melville, New York
February 28, 2001

                     RESEARCH FRONTIERS INCORPORATED

                             Balance Sheets

                       December 31, 2000 and 1999

                    Assets                                2000           1999

Current assets:
 Cash and cash equivalents                          $  3,806,172      8,142,569
 Marketable investment securities held-to-maturity    11,307,752      1,246,083
 Marketable investment securities-available for sale       3,906             --
 Receivable from warrant exercise pending settlement          --        222,549
 Salary advance to officer                                    --         66,445
 Prepaid expenses and other current assets               240,989         17,491
                      Total current assets            15,358,819      9,695,137

Fixed assets, net                                        347,703        319,321
Deposits and other assets                                 22,605         22,605
                              Total assets          $ 15,729,127     10,037,063

     Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                   $    203,787        158,702
 Deferred revenue                                         37,502         46,154
 Accrued expenses and other                              749,921        324,471

                         Total liabilities               991,210        529,327

Shareholders' equity:
 Common stock, par value $0.0001 per share;
  authorized 100,000,000 shares,issued and outstanding
  12,103,683 and 11,523,900 shares for 2000 and 1999       1,210          1,152
 Additional paid-in capital                           52,594,293     39,750,276
 Accumulated other comprehensive loss                    (46,094)            --
 Accumulated deficit                                 (37,658,531)   (30,090,731)
                                                      14,890,878      9,660,697

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

                 Total shareholders' equity           14,737,917      9,507,736

Commitments and contingency

   Total liabilities and shareholders' equity      $  15,729,127     10,037,063

See accompanying notes to financial statements.




                     RESEARCH FRONTIERS INCORPORATED

                        Statements of Operations

              Years ended December 31, 2000, 1999 and 1998

                                      2000            1999           1998

Fee income                    $    333,652         128,096        108,735

Operating expenses               3,027,655       1,605,028      1,631,179
Purchase of patents                     --         289,177             --
Research and development         2,618,567       1,682,164      1,647,448
Non-recurring non-cash
compensation expense             3,133,748         671,052             --
                                 8,779,970       4,247,421      3,278,627

            Operating loss      (8,446,318)     (4,119,325)    (3,169,892)

Net investment income              878,518         291,302        409,604
Other income                            --              --         91,379
Interest income on notes
 receivable from officers               --          95,001         50,968

                  Net loss    $ (7,567,800)     (3,733,022)    (2,617,941)

Basic and diluted net loss
   per common share           $      (0.63)          (0.34)         (0.24)

Weighted average number of
common shares outstanding       12,096,108      11,100,196     10,878,141

See accompanying notes to financial statements.



                                RESEARCH FRONTIERS INCORPORATED
                                   Statements of Shareholders' Equity
                               Years ended December 31, 2000, 1999 and 1998

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

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

Balance,December 31,1997 10,342,195 $1,034 34,787,860 (23,739,768)      --    --   (1,427,147)
9,621,979
Issuance of common stock    759,162     76    450,400          --       --    --           --    450,476
Purchase of treasury stock       --     --         --          -- (747,716)   --           --   (747,716)
Repayment of note by officer     --     --         --          -- (545,553)   --      542,186     (3,367)
Retirement of treasury stock(172,316)  (17)(1,293,252)         --1,293,269    --           --         --
Net loss                         --     --         --  (2,617,941)      --    --           -- (2,617,941)
Proceeds from the
 issuance of warrants            --     --     10,000          --       --    --           --     10,000
Issuance of warrants
 for services performed          --     --     27,058          --       --    --           --     27,058

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)
                                                                                              (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
</TABLE>
See accompanying notes to financial statements.


                        RESEARCH FRONTIERS INCORPORATED
                           Statements of Cash Flows
                 Years ended December 31, 2000, 1999 and 1998



                                             2000                 1999      1998
Cash flows from operating activities:
 Net loss                                   $(7,567,800) (3,733,022) (2,617,941)
 Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
   Depreciation and amortization                109,137      93,472      96,387
   Interest income on officer notes receivable       --     (95,001)    (43,367)
   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         --      82,481          --
   Expense relating to issuance of stock and
     warrants for services performed            852,327      37,150      27,058
   Changes in assets and liabilities:
    Salary advance to officer                    66,445      39,122    (105,567)
    Prepaid expenses and other current assets  (223,498)     13,875      94,819
    Deferred revenue                             (8,652)    (10,096)     56,250
    Accounts payable and accrued expenses       470,535     258,621    (187,132)

Net cash used in operating activities        (3,217,758) (2,642,346) (2,679,493)

Cash flows from investing activities:
 Purchases of held-to-maturity
  treasury securities                       (12,588,032) (2,461,878) (5,775,715)
 Proceeds from maturities of
   held-to-maturity treasury securities       2,526,363   2,405,181  12,085,513
 Purchases of fixed assets                     (137,519)   (143,709)   (137,469)

Net cash provided by (used in)
 investing activities                       (10,199,188)   (200,406)  6,172,329

Cash flows from financing activities:
 Repayment of principal on officer's loans           --     345,000      40,000
 Proceeds from issuances of
  common stock and warrants                  12,394,718   5,582,875     460,476
 Purchase of treasury stock                  (3,314,169)   (345,837)   (747,716)

Net cash provided by (used in)
  financing activities                        9,080,549   5,582,038    (247,240)

Net increase (decrease) in cash
  and cash equivalents                       (4,336,397)  2,739,286   3,245,596
Cash and cash equivalents at beginning of year8,142,569   5,403,283   2,157,687
Cash and cash equivalents at end of year    $ 3,806,172   8,142,569   5,403,283

See accompanying notes to financial statements.


                RESEARCH FRONTIERS INCORPORATED

                 Notes to Financial Statements

                December 31, 2000, 1999 and 1998

(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.

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.  Based upon existing levels of expenditures, existing cash
reserves and budgeted revenues, the Company believes that it would
not require additional funding for at least the next three to four years.
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, 2000 and 1999.

   (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").  The Company classifies its securities
as held-to-maturity and available-for-sale. Management intends and
has the ability to hold held-to-maturity securities until their maturity.
In accordance with Statement 115, held-to-maturity securities are
recorded at cost and 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, 2000 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 2,224,201, 1,995,363, and 1,801,498  for
2000, 1999 and 1998, 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 generally accepted
accounting principles.  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)  Reclassifications

Certain reclassifications have been made to the 1999 and 1998
financial statements to conform to the 2000 presentation.

   (m)  Comprehensive Income

The Company accounts for its comprehensive income under the
provisions of Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income." (Statement 130).  Statement 130
requires that companies disclose comprehensive income, which
includes net income, foreign currency translation adjustments,
minimum pension liability adjustments, and unrealized gains and
losses on marketable securities classified as available-for-sale.  The
Company did not have any foreign currency translation adjustments,
or minimum pension liability adjustments during 2000, 1999 or 1998.
The Company did not have unrealized gains or losses on marketable
securities classified as available-for-sale during 1999 or 1998.
Consequently, comprehensive loss equaled the net loss of $3,733,022
and $2,617,941 for the fiscal years ended December 31, 1999 and
1998, respectively.

   (n)  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
statement of cash flows:

                                                   2000         1999       1998
Non-cash financing activities:
Principal payment on officer's note receivable
 by surrendering of common stock               $     --      387,000    502,186
Receivable from warrant exercise               $     --      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,
2000 and 1999 were as follows:
                                               Gross Unrealized
                            Amortized Cost     Holding Gain(Losses)  Fair Value
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

At December 31, 1999:

U.S. treasury securities
 (held-to-maturity)              1,246,083                 3,056       1,249,139

Maturities of all U.S. treasury securities were less than two years and
less than one year at December 31, 2000 and 1999, respectively.

(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 2002.  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 (8.25% at December 31, 2000 and
7.25% at December 31, 1999) 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:

                                     2000       1999 Estimated useful life

Equipment and furniture       $ 1,019,324    895,223  5 years
Leasehold improvements            256,590    243,172  Life of lease or estimated
                                1,275,914  1,138,395  life if shorter

Less accumulated depreciation
 and amortization                 928,211    819,074
                              $   347,703    319,321

(7)   Accrued Expenses and Other

Accrued expenses consist of the following at December 31, 2000 and 1999:

                                               2000          1999

Financing expenses                        $      --       177,917
Settlement of treasury stock repurchase     509,974            --
Payroll, bonuses and related benefits        73,006       117,481
Professional services                       152,167        22,784
Other                                        14,774         6,289

                                           $749,921       324,471

(8)     Income Taxes

There was no income tax expense in 2000, 1999 and 1998 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, 2000 and 1999 are
presented below.
                                              2000            1999
Deferred tax assets:
 Net operating loss carryforwards      $11,002,000       9,615,000
 Research and other credits                673,000         590,000
     Total gross deferred tax assets    11,675,000      10,205,000

 Less valuation allowance               11,675,000      10,205,000
                                                --              --

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, 2000, the Company had a net operating loss
carryforward for federal income tax purposes of approximately
$27,506,000, varying amounts of which will expire in each year from
2001 through 2020. Research and other credit carryforwards of
$673,000 are available to the Company to reduce income taxes
payable in future years principally through 2020.

(9)     Shareholders' Equity

   (a)  Sale of Common Stock and Warrants

During 1998, the Company received $450,476 of net cash proceeds
from the issuance of 70,489 shares of common stock from the
exercise of options and warrants, as follows: the issuance of 36,600
shares of common stock from the exercise of options resulting in net
proceeds of $217,476 and the issuance of 33,889 shares of common
stock from the exercise of warrants resulting in net proceeds of
$233,000.  In addition, the Company issued 688,673 shares of
common stock pursuant to the exercise of the remaining outstanding
redeemable prepaid warrant (see note 9(d)).  The Company also
received  $10,000 from the issuance of the Class A Warrant and
Class B Warrant. (see note 9(e)).

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.

   (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, 2000, 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. As of
December 31, 2000, awards for 12,872 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.  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, 1997    1,070,911             $  8.05
 Granted                          526,300             $  7.23
 Cancelled                        (65,452)            $  8.53
 Exercised                       ( 36,600)            $  5.94

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

The following table summarizes information about stock options at
December 31, 2000:

                                 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         126,177      5.50      5.75      126,177      5.75

$6.01 to $7.50         723,226      6.92      7.27      723,226      7.27

$7.51 to $9.00         555,901      7.73      8.35      555,901      8.35

$9.01 to $12.00        194,400      5.64      9.82      154,400      9.59

$12.01 to $15.00       171,797      7.87     14.24       67,797     13.90

$15.01 to $19.00       113,000      9.92     18.99        1,500     18.91

$19.01 to $37.03        64,000      9.15     37.03       24,000     37.03

                     1,948,501      7.26     10.00    1,653,001     8.45


Options to purchase 274,800 shares become exercisable during 2001.

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. As 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 2000, 1999, and 1998
was approximately $5.88, $3.65, and $3.27, 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

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
December 1998          0 %             4.540%          57.980%         3.50
August 1998            0 %             5.135%          55.330%         3.50
June 1998              0 %             5.505%          56.582%         3.50

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:
                                              2000          1999          1998

Net loss                 As reported  $ (7,567,800)  $(3,733,022)  $(2,617,941)
                         Pro forma    $ (7,843,116)  $(4,641,784)  $(4,409,868)

Basic and diluted net
 loss per common share   As reported  $      (0.63)  $     (0.34)  $     (0.24)
                         Pro forma    $      (0.65)  $     (0.42)  $     (0.41)

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(e)):

                                 Number of Shares             Exercise
                          Underlying Warrants Granted         Price
Balance at December 31, 1997          324,728                 5.88-13.50
   Exercised                          (33,889)                7.00-7.20
   Terminated                         (50,000)                8.72-11.63
   Issued                              65,500  (a)            8.25

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  (b)            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

(a)     Represents Class B Warrant to purchase 65,500 shares at $8.25
        per share issued to an institutional investor in a private
        placement. See note 9(e).

(b)     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.

Warrants generally expire from two to ten years from the date of
issuance. At December 31, 2000, the number of warrants
exercisable was 261,700 at a weighted average exercise price of
$9.13 per share.

   (c)  Treasury Stock

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.  During 1998,
the Company purchased in the open market and subsequently
retired 118,600 shares of treasury stock with an aggregate cost of
$747,716.  Also during 1998, the Company received 53,716 shares
of common stock valued at $545,536 as partial payment of notes
receivable from an officer. Such shares were also subsequently
retired.

   (d)  Redeemable Prepaid Warrant

In October 1997, a group of institutional investors invested
$5,000,000 in equity capital through the private placement of a
redeemable prepaid common stock warrant.  The warrant, which
was redeemable by the Company or the investors under certain
defined  circumstances, was exercisable over its five-year term only
in the form of issuance of common stock at an exercise price which
fluctuated with market conditions.  The net proceeds of the private
placement  after deducting professional fees of $373,015 were
$4,626,985.  This redeemable prepaid warrant was fully exercised
by the holders by July 22, 1998 and is no longer outstanding.  In
connection with the redeemable prepaid warrant, 688,673 shares of
common stock were issued in 1998.

   (e)  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.

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.

   (f)  In 1994, the Company granted warrants to a
consultant to purchase 25,000 shares  of common stock.  Such
warrants vested during March of 2000, based upon future
performance criteria being achieved.  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 $528,198 based upon the fair value of such warrants on
the date the warrants vested as determined using a Black-Scholes
option pricing model.

(10)    License and Other Agreements

The Company has entered into a number of license agreements and
one option agreement covering potential products using the
Company's SPD technology. Although the Company may receive
minimum annual royalties under certain of these licenses, to date
no products have been sold resulting in earned royalties under these
license agreements. 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

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
                             architectural and automotive windows (1996)   Korea
                                                                    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
                                                                    for windows)


Material Sciences Corp.      Architectural and automotive windows,     Worldwide
                             SPD film for other licensees, prospective
                             licensees and architectural and automotive
                             window companies (1997)

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

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

Vision-Ease Lens Azusa,Inc.  Eyewear (1997)                            Worldwide

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 the Company minimum
annual royalties.  The Company's license agreements typically
allow the licensee to terminate the license after some period of
time, and give the Company only limited rights to terminate before
the license expires. Most licenses are non-exclusive and generally
last as long as the Company's patents remain in effect. The license
granted to Hankuk Glass Industries is exclusive within Korea for
certain applications through December 2004. Vision-Ease's license
for eyewear is exclusive during the term of the license. 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 $377,400
through December 31, 2001.

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 $56,100 in the case of non-employee directors of the
Company. During 2000, the Company had a similar performance
plan in place.  The Company recorded $755,000 of expenses in
connection with this plan for the year ended December 31, 2000.

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 $142,000, $143,000, and $131,000, for
2000, 1999, and 1998, respectively.

(12) Selected Quarterly Financial Data (Unaudited)

                                                 Quarter
2000                             First      Second       Third      Fourth

Fee income                    $ 98,774    $ 99,960  $   99,959   $   34,959
Operating loss (1)          (4,736,168) (1,539,962)   (767,146)  (1,403,042)
Net loss (1)                (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)

1999                             First      Second       Third      Fourth

Fee income                    $ 50,625    $ 40,625  $   12,500   $   24,346
Operating loss                (756,252) (1,056,286)   (745,270)  (1,561,517)
Net loss                      (689,825)   (996,615)   (576,852)  (1,469,730)
Basic and diluted net loss
 per common share (2)             (.06)       (.09)       (.05)        (.13)

(1)  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(f)).

(2)  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.