SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549
                                  
                              FORM 10-Q
                                  
           QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934
                                  
   For Quarter Ended March 31, 1997    Commission File No.  1-9399
                                  
                   RESEARCH FRONTIERS INCORPORATED   
         (Exact name of registrant as specified in charter)
                                  
                                  
                             Delaware                         11-2103466    
          (State of incorporation or organization)    (IRS Employer   
                                                   Identification No.)
          
          240 Crossways Park Drive, Woodbury, N.Y.           11797    
             (Address of principal executive offices)      (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 the number of shares outstanding of each of the
          issuer's classes of common stock, as of the latest practicable date:
          As of May 13, 1997, there were outstanding 10,175,726 shares of
          Common Stock, par value $0.0001 per share.
                                         
                                            <PAGE>

                     RESEARCH FRONTIERS INCORPORATED
                                    
                        Condensed Balance Sheets

                                                March 31,1997
                    Assets                       (Unaudited) Dec.31,1996

Current assets:
  Cash  and cash equivalents                    $    863,425     457,959
  Marketable investment securities                 6,560,732   7,651,364
  Accrued interest and dividends receivable           72,533      65,429
  Royalty Receivable                                  50,000          --
  Prepaid expenses and other current assets           54,510      18,887
             Total current assets                  7,601,200   8,193,639

  Fixed assets, net                                  187,806     167,846
  Deposits and other assets                           63,656      63,656

             Total assets                      $   7,852,662   8,425,141

     Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable                                    42,626      86,590
  Other accrued expenses                             128,352     121,704

             Total liabilities                       170,978     208,294

Shareholders' equity:
  Capital stock, par value $.0001 per share;
   authorized 100,000,000 shares, issued and out-
   standing 10,175,726 shares and 10,066,897 shares    1,018       1,007
  Additional paid-in capital                      29,877,627  29,355,663
  Accumulated Deficit                            (21,182,461)(20,510,323)
                                                   8,696,184   8,846,347

  Notes receivable from officers                  (1,014,500)   (629,500)

    Total shareholders' equity                     7,681,684   8,216,847

    Total liabilities and shareholders' equity  $  7,852,662   8,425,141

See accompanying notes to condensed financial statements.<PAGE>
                                    
                                    
                                    
                     RESEARCH FRONTIERS INCORPORATED
                                    
                   Condensed Statements of Operations
                                    
                               (Unaudited)
                                    
                                    
                                    
                                    
                                    
                                    
                                                 Three months ended    
                                        March 31,1997         March 31,1996
    
Fee income                      $           50,000                      --
    
Operating expenses                         348,217                 425,635
    
Research and development                   519,524                 415,953
    
                                           867,741                 841,588
    
            Operating loss                (817,741)               (841,588)
    
Net investment income                       95,794                 106,277
    
Unrealized gain (loss) on investments       48,917                (203,780)
    
Interest income on note
 receivable from officer                        --                 211,360
    
                    Net loss         $    (673,030)               (727,731)
    
     Net loss per share              $        (.07)                   (.07)
    
Weighted average number of 
common shares outstanding               10,124,691               9,793,200
    
    
    See accompanying notes to condensed financial statements.
    
                                       <PAGE>

                    RESEARCH FRONTIERS INCORPORATED
                                   
                  Condensed Statements of Cash Flows
                                   
                              (Unaudited)
                                   
                                   
                                   
                                                         Three months ended
                                                  March 31,1997   March 31, 1996

Cash flows from operating activities:
  Net loss                                        $  (673,030)       (727,731)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
     Depreciation and amortization                     16,990           7,670
     Unrealized loss (gain) on investments            (48,917)        203,780
     Interest income on notes receivable from officer      --        (211,360)
     Changes in assets and liabilities:
     Increase in accounts receivable, licensee         50,000              --
     (Increase) decrease in investments            (1,090,632)     (2,556,044)
     Decrease (increase) in accrued interest
        and dividends receivable                       (7,104)         (2,154)
     Decrease (increase) in prepaid expenses
        and other current assets                      (35,623)          7,571
     Increase in deposits and other assets                 --          (1,149)
     Decrease in accounts payable & accrued expenses  (37,316)       (130,990)

     Net cash used in operating activities         (1,892,622)     (3,410,407)

Cash flows from investing activities:
     Purchases of fixed assets                        (37,919)         (7,985)

     Net cash used in investing activities            (37,919)         (7,985)

Cash flows from financing activities:
   Proceeds from issuances of common stock            475,000         151,414

     Net cash provided by financing activities        475,000         151,414

Net decrease in cash and cash equivalents          (1,455,541)     (3,266,978)

Cash and cash equivalents at beginning of year        457,959       3,827,573

Cash and cash equivalents at end of period     $      863,425         560,595


Non-Cash Transactions:
  Redemption of Treasury Stock as payment 
      for officer note receivable              $           --         300,000

See accompanying notes to condensed financial statements.

                 RESEARCH FRONTIERS INCORPORATED
             Notes to Condensed Financial Statements
                         March 31, 1997
                           (Unaudited)
                                
Basis of Presentation

The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of the financial position, results of operations, and cash flows for
the interim periods to which the report relates.  The results of operations for
the three-month period ended March 31, 1997 are not necessarily indicative
of the results to be expected for the full year.  The notes included herein
should be read in conjunction with the notes to financial statements of the
Company at December 31, 1996 and for the three years then ended, included
in the Company's Annual Report on Form 10-K.

Business

Research Frontiers Incorporated (the Company) is primarily 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 microscopic particles either in the form of a liquid
suspension or a film which is enclosed between two glass or plastic plates,
at least one of which is transparent.

Cash and Cash Equivalents

The Company considers securities purchased within three months of their maturity
date to be cash equivalents.  Cash equivalents consist of short-term investments
in money market accounts and U.S. Treasury securities.

              Management's Discussion and Analysis of
           Financial Condition and Results of Operations

Results of Operations for the Three Month Periods Ended March 31, 1997 and 1996

The Company earned fee income for the three months ended March 31, 1997 of 
$50,000. There was no fee income relating to the Company's license or other 
agreements for the first three months of 1996.

Operating expenses decreased by $77,418 for the first three months of 1997
from $425,635 for the first three months of 1996.  This decrease was
primarily the result of decreased payroll and insurance expenses offset by
increased consulting, travel, investor relations  and depreciation expenses.

Research and development expenditures increased to $519,524 for the first
three months of 1997 from $415,953 for the first three months of 1996.  This
increase was primarily the result of  higher  research-related consulting
expenses, costs for materials, and depreciation expenses relating to laboratory
equipment, offset by decreased salaries and costs related to patents.

The Company's net gain from its investing activities for the first quarter of 
1997 was $144,711, as compared to a gain from its investing activities of 
$113,857 for the first quarter of 1996.  This improvement was primarily a result
of the fact that during the first quarter of 1997, the Company recorded an 
unrealized gain on its investments of $48,917, as compared to an unrealized loss
on investments of $203,780 for the three months ended March 31, 1996, offset by
the fact that during the first three months of 1996, the Company recorded
interest income of $211,360 received on the repayment of a loan during the first
quarter of 1996, but during the first quarter of 1997 did not recognize any 
interest income on the repayment of notes receivable. The Company has invested 
the proceeds from all sales of marketable equity securities in U.S. Treasury 
securities and does not expect significant fluctuations in its investment 
portfolio to occur in the future.

As a consequence of the factors discussed above, the Company's net loss was
$673,030 ($0.07 per share) for the first three months of 1997 as compared to
$727,731 ($.07 per share) for the first three months of 1996.

Financial Condition, Liquidity and Capital Resources

During the first three months of 1997, the Company's cash and marketable
investment securities balance decreased by approximately $685,000
principally as a result of cash used to fund the Company's net loss of
$673,030, changes in assets and liabilities of approximately $110,900, and the
increase in notes receivable from officers of $385,000 offset by the sale of 
common stock through the sale of newly issued common stock aggregating $500,000
to institutional investors.  These shares are subject to various restrictions on
their resale or transfer by such institutions, and the proceeds from their sale
have been invested by the Company in U.S. Treasury securities.

At March 31, 1997, the Company had working capital of $7,430,222 and its
shareholders' equity was $7,681,684.

The Company expects to use its cash and short-term 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 would provide additional working capital, and changes in
relationships with existing licensees would have a favorable or negative
impact depending upon the nature of such changes.  Based upon existing
levels of expenditures, assumed ten percent annual increases therein, existing
cash reserves and budgeted revenues, the Company believes that it would not
require additional funding for the next two to three 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.

Recent Accounting Pronouncements

    The Financial Accounting Standards Board has issued Statement
128, "Earnings Per Share" (Statement 128).  Statement 128 establishes
standards for computing and presenting earnings per share (EPS).  The
Statement simplifies the standards for computing EPS and makes them
comparable to international EPS standards.  The provisions of Statement 128
are effective for financial statements issued for periods ending after
December 15, 1997, including interim periods.  The Statement does not
permit early application and requires restatement of all prior period EPS data
presented.  In the opinion of management, adoption of Statement 128 will not
have a material effect on the Company's financial position, results of
operation, or previously reported EPS.

    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.

 PART II.OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K

    (a)    Exhibits.  None

    (b)    Reports on Form 8-K.  The Company filed with the
Commission a Current Report on Form 8-K dated March 3, 1997 which
disclosed in Item 5 the Company's new license agreement with Material
Sciences Corporation and the extension of the option granted to Saint-Gobain
Vitrage, SA to enter into a license agreement, as well as the terms in Item 9
of a private placement of common stock of the Company to institutional
investors.

                           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 thereunder duly authorized.

    RESEARCH FRONTIERS INCORPORATED
        (Registrant)

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

Date: May 13, 1997