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

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

                  QUARTERLY REPORT PURSUANT TO
                    SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004  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)

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 whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

     Yes    [X]            No [  ]

          Indicate the number of shares outstanding of each of the
issuer  classes of common stock as of the latest practicable date:
As of October 28, 2004, there were outstanding 12,802,059 shares of
Common Stock, par value $0.0001 per share.

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                        EXPLANATORY NOTE

          Research Frontiers Incorporated (the "Company")  is
filing this Amendment No. 2 to its Quarterly Report on Form
10-Q for the quarter ended March 31, 2004 for the sole purpose
of amending and restating Part I, Item 4 to clarify the disclosure
regarding our disclosure controls and procedures and our
internal controls.  Except for the information set forth in this
Amendment No. 1, no other information included in the
Company's original Quarterly Report on Form 10-Q for the
quarter ended March 31, 2004 is hereby updated or amended.

PART I - FINANCIAL INFORMATION

Item 4.          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 quarter ending March 31, 2004.  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 March 31, 2004 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
           (Principal Executive Officer)

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

Date: October 28, 2004