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

                          FORM 10-K/A
                     (Amendment No. 2)

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


For the fiscal year ended December 31, 2003 Commission file number: 1-9399

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


     Delaware                                        11-21003466
(State of incorporation)                          (I.R.S. Employer
                                                   Identification No.)

          240 Crossways Park Drive, Woodbury, NY 11797
  (Address of principal executive offices, including zip code)

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

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

                                                 Name of Exchange
Title of Class:                                  on Which Registered:

None                                                        N/A

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]

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).
Yes [X]   No [   ]

As of October 28, 2004 there were 12,802,059 shares of Common
Stock of Research Frontiers Incorporated outstanding.  The
aggregate market value of the voting and non-voting common
equity held by non-affiliates was $167,334,645 computed in
accordance with the rules of the SEC by reference to the closing
price of the Company  common stock as of June 30, 2003 which
was $13.98.  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.



                        EXPLANATORY NOTE

          Research Frontiers Incorporated (the (Company") is filing
this Amendment No. 2 to its Annual  Report on Form 10-K for
the fiscal year ended December 31, 2003 for the sole purpose of
amending and restating Part II, Item 9A to clarify the disclosure
regarding our disclosure controls and procedures and our
internal controls.  Except for the information set forth in this
Amendment No. 2, no other information included in the Company's
original Annual Report  on Form 10-K for the fiscal year ended
December 31, 2003, as amended to date,  is hereby updated
or amended.

Item 9A.         Controls and Procedures.

    We maintain a system of controls and procedures designed to
provide reasonable assurance as to the reliability of the financial
statements and other disclosures included in this report, as well
as to safeguard assets from unauthorized use or disposition. We
evaluated the effectiveness of the design and operation of our
disclosure controls and procedures under the supervision and
with the participation of management, including our Chief
Executive Officer and Chief Financial Officer, as of the end of
the fiscal year ending December 31, 2003.  Based upon that
evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures
are effective at a reasonable assurance level in timely alerting
them to material information required to be included in our
periodic Securities and Exchange Commission filings.
There were no changes that occurred during the quarterly
period ended December 31, 2003 that materially affected,
or are reasonably likely to material affect,
our internal control over financial reporting.


[Remainder of Page Intentionally Left Blank- Exhibits to Follow]

Exhibit List

Number      Exhibit

31.1        Certification of Chairman and Chief Executive
            Officer pursuant to Rule 13a-14(a) or 15d-14(a)
            of the Securities Exchange Act, as amended.

31.2        Certification of President, Treasurer and Chief
            Accounting Officer pursuant to Rule 13a-14(a) or
            15d-14(a) of the Securities Exchange Act, as amended.

32.1        Certification of Chairman and Chief Executive
            Officer pursuant to 18 U.S.C. 1350.

32.2        Certification of President, Treasurer and Chief
            Accounting Officer pursuant to 18 U.S.C. 1350.

                           SIGNATURES

          Pursuant to the requirements 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

        /s/ Robert L. Saxe
            Robert L. Saxe, Chairman and Chief Executive Officer
            (Principal Executive Officer)

        /s/ Joseph M. Harary
            Joseph M. Harary, President and Treasurer
            (Principal Financial and Accounting Officer)

Date: October 28, 2004