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 June 30, 2002    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 August
13, 2002, there were outstanding 12,121,579 shares of Common Stock, par
value $0.0001 per share.

                      RESEARCH FRONTIERS INCORPORATED

                        Consolidated Balance Sheets

                                                June 30,2002
                    Assets                       (Unaudited) Dec.31,2001

Current assets:
 Cash  and cash equivalents                          $       379,388    853,210
 Marketable investment securities-available for sale       5,887,684  7,083,606
 Receivable from warrant exercise pending settlement              --    164,311
 Royalty receivable                                          112,500     37,500
 Prepaid expenses and other current assets                   194,905    134,050
                  Total current assets                     6,574,477  8,272,677

Investment in SPD Inc., at cost                              750,002    750,002
Fixed assets, net                                            245,150    279,618
Deposits and other assets                                     22,605     22,605

                  Total assets                       $     7,592,234  9,324,902

     Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                    $        55,766     79,197
 Deferred revenue                                             56,250     37,500
 Accrued expenses and other                                  153,638    158,285

                  Total liabilities                          265,654    274,982

Shareholders' equity:
 Capital stock, par value $0.0001 per share;
  authorized 100,000,000 shares, issued and
  outstanding 12,144,579 shares and 12,108,195 shares          1,214      1,211
 Additional paid-in capital                               51,594,692 51,359,036
 Accumulated other comprehensive income                       45,464     41,835
 Accumulated deficit                                    (44,161,829)(42,199,201)
                                                           7,479,541  9,202,881

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

                  Total shareholders' equity               7,326,580  9,049,920

          Total liabilities and shareholders' equity   $   7,592,234  9,324,902

See accompanying notes to consolidated financial statements.




                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Operations

                               (Unaudited)

                                   Six months ended       Three months ended
                            June 30,2002 June 30,2001  June 30,2002 June 30,2001

Fee income                  $    81,250       81,252   $    28,125       12,500

Operating expenses            1,404,180    1,838,927       778,466    1,219,303

Research and development        866,960    1,339,841       409,860      702,979

                              2,271,140    3,178,768     1,188,326    1,922,282

         Operating loss      (2,189,890)  (3,097,516)   (1,160,201)  (1,909,782)

Net investment income           227,262      355,250       118,440      161,388

         Net loss           $(1,962,628)  (2,742,266)  $(1,041,761)  (1,748,444)

Basic and diluted net loss
per common share            $      (.16)        (.23)  $      (.09)        (.14)

Weighted average number of
common shares outstanding    12,133,995   12,078,108    12,139,767   12,064,696


See accompanying notes to consolidated financial statements.


                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Cash Flows

                               (Unaudited)


                                               Six months ended
                                                 June 30,2002 June 30, 2001

Cash flows from operating activities:
Net loss                                            $ (1,962,628)  (2,742,266)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
   Depreciation and amortization                          55,084       57,711
   Expense relating to issuance of stock
    options and warrants for services performed          101,050       55,594
   Cashless exercise of warrants                              --       17,588
   Changes in assets and liabilities:
    Royalty receivable                                   (75,000)     (37,500)
    Prepaid expenses and other current assets            (60,855)       5,555
    Deferred revenue                                      18,750       43,748
    Accounts payable & accrued expenses                  (28,078)     156,105

     Net cash used in operating activities            (1,951,677)  (2,443,465)

Cash flows from investing activities:
 Proceeds from sale and maturity of
  held-to-maturity securities                                 --    1,319,572
 Proceeds from sale of available-for-sale securities   1,199,551           --
 Investment in SPD, Inc., at cost                             --     (750,002)
 Purchase of fixed assets                                (20,616)     (30,125)

  Net cash provided by investing activities            1,178,935      539,445

Cash flows from financing activities:
 Proceeds from issuances of common stock               1,819,367    4,602,079
 Purchase of treasury stock                           (1,520,447)  (5,945,938)

 Net cash provided by (used in) financing activities     298,920   (1,343,859)

Net decrease in cash and cash equivalents               (473,822)  (3,247,879)

Cash and cash equivalents at beginning of year           853,210    3,806,172

Cash and cash equivalents at end of period           $   379,388      558,293


See accompanying notes to consolidated financial statements.


                RESEARCH FRONTIERS INCORPORATED
           Notes to Consolidated Financial Statements
                         June 30, 2002
                          (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
presentation 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 six-month period ended June 30, 2002 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 the
consolidated  financial statements of  Research Frontiers Incorporated (the
"Company") as of December 31, 2001 and for the three years then ended,
included in the Company's Annual Report on Form 10-K.

Business

Research Frontiers Incorporated 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 microscopic
particles that are either incorporated within a liquid suspension or a film,
which is usually enclosed between two glass or plastic plates, having
transparent, electrically conductive coatings on the facing surfaces thereof.
At least one of the two plates is transparent.

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

Patent Costs

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

Adoption of New Accounting Pronouncements

The Company adopted on January 1, 2002 Financial Accounting Standards
Board  Statement No. 144, Accounting for the Impairment of Long-Lived
Assets ("SFAS No. 144"),which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets.  This
statement supersedes Financial Accounting Standards Board  Statement
No. 121, Accounting  for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of ("SFAS No. 121"), while retaining
the fundamental recognition and measurement provisions of that statement.
SFAS No. 144 requires that a long-lived asset to be abandoned, exchanged
for a similar productive asset or distributed to owners in a spinoff to be
considered held and used until it is disposed of.  However, SFAS No. 144
requires that management consider revising the depreciable life of such
long-lived asset.  With respect to long-lived assets to be disposed of by
sale, SFAS No. 144 retains the provisions of SFAS No. 121, and therefore,
requires that discontinued operations no longer be measured on a net
realizable value basis and that future operating losses associated with such
discontinued operations no longer be recognized before they occur. The
implementation of SFAS No. 144 had no impact on the Company's
financial position or results of operations.

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.

Marketable Investment Securities

During the second quarter of 2001, the Company determined that it may
sell its marketable investment securities prior to their maturity dates in
order to invest in other marketable securities, repurchase and retire its
common stock, and for general working capital purposes. Accordingly, as
of June 30, 2001, the Company transferred its classification of marketable
securities from held-to-maturity to available-for-sale.  As a result, the
Company records the securities at fair value with the unrealized holding
gain of $45,464 at June 30, 2002 recorded as a component of shareholders'equity.

Shareholders' Equity

Issuance of Common Stock

For the six months ended June 30, 2002, the Company received
$1,819,367 of net cash proceeds from (i) the issuance of 33,875 shares of
common stock issued upon the exercise of options resulting in net proceeds
of $243,767; (ii) 99,000 shares of common stock issued upon the exercise
of warrants resulting in net proceeds of $1,411,289; and (iii) $164,311 of
cash received in early January for the settlement of a warrant exercised in
late December 2001. In addition, 2,816 shares with a value of $39,200
were delivered to the Company and immediately retired in payment of the
exercise price of options to purchase 10,500 shares.

For the six months ended June 30, 2001, the Company received $4,602,079 of
net cash proceeds from (i) the issuance of 28,175 shares of
common stock issued upon the exercise of options resulting in net proceeds
of $224,347 and (ii) 247,000 shares of common stock issued upon the
exercise of warrants resulting in net proceeds of $4,377,732.  In addition,
778 shares were issued to directors in payment of $12,000 in directors fees,
and 687 shares were issued through the cashless exercise of certain
warrants, resulting in non-cash consulting expense of $17,588 being recorded.

Treasury Stock

For the six months ended June 30, 2002, the Company purchased in the
open market and subsequently retired 104,175 shares of treasury stock with
an aggregate cost of $1,520,447. In addition, 2,816 shares with a value of
$39,200 were delivered to the Company and immediately retired in
payment of the exercise price of options to purchase 10,500 shares.

For the six months ended June 30, 2001, the Company purchased in the
open market and subsequently retired 299,693 shares of treasury stock with
an aggregate cost of $5,945,938.

Issuance of Warrants and Options
During the second quarter of 2002, the Company issued warrants to SPD
Inc. to purchase 10,000 shares of common stock at an exercise price of
$12.19 per share as an award for being the first licensee of the Company
to produce and sell commercial quantities of SPD film. The Company
recorded $64,000 of non-cash expense in connection with the issuance of
these warrants.

During the second quarter of 2002, the Company issued options to its five
Advisory Board members to purchase a total of 5,000 shares of common
stock at an exercise price of $12.775 per share. The Company recorded
$37,050 of non-cash expense in connection with the issuance of these options.

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 components of comprehensive loss for
the three and six months ended June 30, 2002 and 2001 are as follows:


                                 Three months ended         Six months ended
                            June 30,2002 June 30,2001 June 30,2002 June 30,2001

Net loss                    $(1,041,761)  (1,748,444)  (1,962,628)  (2,742,266)

 Reclassification adjustments
 for gains realized in net
 income during the period       (20,368)          --      (20,368)          --

 Unrealized holding gain
 arising during period           80,868       52,224       23,997       54,818

Total comprehensive loss    $  (981,261)  (1,696,220)  (1,958,999)  (2,687,448)

Performance Bonus Plan

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 $60,000
in the case of non-employee directors and certain employees of the
Company. The Company's Board of Directors approved a similar bonus
plan for 2002 but with higher thresholds to be met before a bonus is
payable under such plan. In addition to the payment caps described
above, under the current plan, in order to insure that bonuses are not
paid based upon temporary fluctuations in the market value of the
Company, bonuses under this plan will only be paid to the various
participants under this plan if and when the market value of the
Company exceeds $280,489,009 (and in the case of any bonus paid to
Robert L. Saxe, if and when the market value of the Company exceeds
$304,207,362). The Company recorded $0 and $785,500 of expenses
in connection with these plans for the for the six months ended June 30,
2002 and 2001, respectively.

Vesting of Performance Warrants

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

Reclassifications

During the second quarter, the Company has reclassified costs
associated with patents and patent applications from research and
development expenses to operating expenses.  The amount of patent
costs for the three and six months ended June 30, 2002 was
approximately $129,000 and $155,000, respectively.  The
reclassification was also reflected in the statement of operations for the
three and six months ended June 30, 2001 to conform to the current
period's presentation.  The amount of patent costs reclassified from
research and development expense to operating expense for the three
and six months ended June 30, 2001 was approximately $151,000 and
$241,000 respectively.

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

Accounting Policies

The following accounting policies are important to understanding our
financial condition and results of operations and should be read as an
integral part of the discussion and analysis of the results of our
operations and financial position.  For additional accounting policies,
see note 2 to our consolidated financial statements, "Summary of
Significant Accounting Policies"contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001.

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

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

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

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

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

Results of Operations for the Six-Month Periods Ended June 30, 2002 and 2001

The Company's fee income from licensing activities for the first six
months of 2002 was $81,250 which was essentially the same as the first
six months of 2001. Although sales of licensed products under some of
the Company's license agreements have occurred during the first half
of 2002, the earned royalties on such sales have not yet exceeded the
minimum annual royalties payable by certain licensees under their
license agreements, and/or are included as a royalty receivable on the
Company's balance sheet since the license agreements in effect with the
Company's licensees typically do not require the licensee to make
payment of earned royalties on the sale of licensed products until 45
days after the end of the quarter in which such sales occurred.

Operating expenses decreased by $434,747 for the first six months of
2002 to $1,404,180 from $1,838,927 for the first six months of 2001.
This decrease was primarily the result of lower payroll, patent and office
expenses, lower taxes and professional fees, offset somewhat by
increased legal, marketing, public relations, travel and trade show
expenses and stock listing fees.

Research and development expenditures decreased by $472,881 to
$866,960 for the first six months of 2002 from $1,339,841 for the first
six months of 2001. This decrease was primarily the result of lower
payroll and consulting expenses, and lower costs of materials.

Operating expenses and research and development expenses listed
above included amounts accrued under a performance bonus plan of
$496,790 and $288,710, respectively during the first half of 2001. No
amounts were accrued under the bonus plan with respect to the first half
of 2002, and whether any bonuses will be paid  by the Company will be
determined based upon performance milestones achieved during the
remainder of the Company's current fiscal year.

The Company's net gain from its investing activities for the first six
months of 2002 was $227,262  as compared to a net gain from its
investing activities of $355,250 for the first six months of 2001. This
difference was primarily due to a lower level of average investment
balances in 2002 compared to 2001, and lower prevailing interest rates
in the U.S. Treasury Markets.

As a consequence of the factors discussed above, the Company's net
loss was $1,962,628 ($0.16 per share) for the first six months of 2002
as compared to $2,742,266 ($0.23 per share) for the first six months of 2001.

Results of Operations for the Three-Month Periods Ended June 30, 2002 and 2001

The Company's fee income from licensing activities for the second
quarter of 2002 was $28,125 as compared to $12,500 for the second
quarter of 2001. Although sales of licensed products under some of the
Company's license agreements have occurred during the second quarter
of 2002, the earned royalties on such sales have not yet exceeded the
minimum annual royalties payable by certain licensees under their
license agreements, and/or are included as a royalty receivable on the
Company's balance sheet since the license agreements in effect with the
Company's licensees typically do not require the licensee to make
payment of earned royalties on the sale of licensed products until 45
days after the end of the quarter in which such sales occurred.

Operating expenses decreased by $440,837 for the second quarter of
2002 to $778,466 from $1,219,303 for the second quarter of 2001. This
decrease was primarily the result of lower payroll, patent and office
expenses, lower taxes and professional fees, offset somewhat by
increased legal, marketing, public relations, travel and trade show
expenses and stock listing fees.

Research and development expenditures decreased by $293,119 to
$409,860 for the second quarter of 2002 from $702,979 for the second
quarter of 2001. This decrease was primarily the result of lower payroll
and consulting expenses, and lower costs of materials.

Operating expenses and research and development expenses listed
above included amounts accrued under a performance bonus plan of
$471,018 and $276,995, respectively during the second quarter of 2001.
No amounts were accrued under the bonus plan with respect to the
second quarter of 2002, and whether any bonuses will be paid  by the
Company will be determined based upon performance milestones
achieved during the remainder of the Company's current fiscal year.

The Company's net gain from its investing activities for the second
quarter of 2002 was $118,440, as compared to a net gain from its
investing activities of $161,388 for the second quarter of 2001. This
difference was primarily due to a lower level of average investment
balances in 2002 compared to 2001, and lower prevailing interest rates
in the U.S. Treasury Markets.

As a consequence of the factors discussed above, the Company's net
loss was $1,041,761 ($0.09 per share) for the second quarter of 2002 as
compared to $1,748,444 ($0.14 per share) for the second quarter of 2001.

Financial Condition, Liquidity and Capital Resources

During the first six months of 2002, the Company's cash and cash
equivalent balance decreased by $473,822 principally as a result of cash
used to fund the Company's operating activities of $1,951,677, and the
repurchase and subsequent retirement of $1,520,447 worth of the
Company's common stock in the open market, offset by $1,819,367 of
proceeds received, net of expenses, from the issuance of common stock
upon the exercise of options and warrants. At June 30, 2002, the
Company had working capital of $6,308,823 and its shareholders'
equity was $7,326,580.

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 $60,000
in the case of non-employee directors and certain employees of the
Company. The Company's Board of Directors approved a similar bonus
plan for 2002 but with higher thresholds to be met before a bonus is
payable under such plan. In addition to the payment caps described
above, under the current plan, in order to insure that bonuses are not
paid based upon temporary fluctuations in the market value of the
Company, bonuses under this plan will only be paid to the various
participants under this plan if and when the market value of the
Company exceeds $280,489,009 (and in the case of any bonus paid to
Robert L. Saxe, if and when the market value of the Company exceeds
$304,207,362). As noted above, no bonuses are currently payable in
connection with these plans so no amount has been accrued for.

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

The Company expects to use its cash and the proceeds from maturities
of its investments to fund its research and development of SPD light
valves and for other working capital purposes.   The Company's
working capital and capital requirements depend upon numerous
factors, including the results of research and development activities,
competitive and technological developments, the timing and cost of
patent filings, the development of new licensees and changes in the
Company's relationships with its existing licensees.  The degree of
dependence of the Company's working capital requirements on each of
the foregoing factors cannot be quantified; increased research and
development activities and related costs would increase such
requirements; the addition of new licensees may provide additional
working capital or working capital requirements, and changes in
relationships with existing licensees would have a favorable or negative
impact depending upon the nature of such changes.  Based upon
existing levels of expenditures, assumed ten percent annual increases
therein, existing cash reserves and budgeted revenues, the Company
believes that it would not require additional funding for the next 18
months to two years (without giving effect to any new financing raised).
There can be no assurance that expenditures will not exceed the
anticipated amounts or that additional financing, if required, will be
available when needed or, if available, that its terms will be favorable
or acceptable to the Company.  Eventual success of the Company and
generation of positive cash flow will be dependent upon the
commercialization of products using the Company's technology by the
Company's licensees and payments of continuing royalties on account thereof.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

The information required by Item 3 has been disclosed in Item 7A of the
Company's Annual Report on Form 10-K for the year ended December 31, 2001.
There has been no material change in the disclosure regarding market risk.

Related Party Transactions

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

Forward Looking Statements

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

PART II.  OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security-Holders

The Annual Meeting of Stockholders of Research Frontiers Incorporated
was held on June 13, 2002.  Listed below is a summary of how the
12,180,895 shares voted at the Annual Meeting on the various proposals
voted upon and adopted at the Annual Meeting. For the election of
Robert L. Saxe as a Class III member of the Company's Board of
Directors, 10,932,912 shares were voted in favor of election, and
419,320 votes were withheld. For the election of Robert M. Budin as a
Class III member of the Company's Board of Directors, 10,917,044
shares were voted in favor of election, and 435,188 votes were withheld.
For the ratification of the appointment of KPMG LLP as auditors for the
2002 fiscal year, 11,060,351 shares were voted in favor of election,
254,299 shares were voted against, and 37,582 shares abstained from voting.

Item 6.    Exhibits and Reports on Form 8-K

       (a)    Exhibits.  None

       (b)    Reports on Form 8-K.  None

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

  Date: August 14, 2002