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 September 30, 1996    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 November 12,1996, there were outstanding 10,070,897 shares
       of Common Stock, par value $0.0001 per share.
                                         
                                            <PAGE>
                     RESEARCH FRONTIERS INCORPORATED
                                    
                        Condensed Balance Sheets

                                              September 30,1996
                    Assets                       (Unaudited)     Dec.31,1995

Current assets:
   Cash and cash equivalents                      $   2,531,992    3,827,573
   Marketable investment securities                   6,237,414    5,937,308
   Accrued interest and dividends receivable             61,059       82,422
   Prepaid expenses and other current assets             20,910       23,699
         Total current assets                         8,851,375    9,871,002

  Fixed assets, net                                     165,115       96,491
 Deposits and other assets                               59,769       58,620

             Total assets                        $    9,076,259   10,026,113

     Liabilities and Shareholders' Equity

Current liabilities:
   Accounts payable                                     63,227      113,120
   Other accrued expenses                              100,966      129,933

             Total liabilities                         164,193      243,053

Shareholders' equity:
  Capital stock, par value $.0001 per share;
    authorized 100,000,000 shares,issued and 
    outstanding 10,069,397 shares and 9,830,761
    shares, respectively                                1,007           983
  Additional paid-in capital                       29,296,146    28,399,562
  Accumulated deficit                             (19,760,587)  (18,035,485)
                                                    9,536,566    10,365,060

  Notes receivable from officers                     (624,500)     (582,000)

  Total shareholders' equity                        8,912,066     9,783,060

  Total liabilities and shareholders' equity    $   9,076,259    10,026,113

See accompanying notes to condensed financial statements.<PAGE>

                                    
                                    
                     RESEARCH FRONTIERS INCORPORATED
                                    
                   Condensed Statements of Operations
                                    
                               (Unaudited)
                                    
                                    
                              Nine months ended           Three months ended    
                       Sept.30,1996 Sept.30,1995   Sept.30,1996   Sept.30,1995
    
Fee income             $     50,000        1,500   $         --          1,500
    
Operating expenses          946,120      958,240        247,723        236,862
    
Research and development  1,127,486    1,054,929        394,717        347,511
    
                          2,073,606    2,013,169        642,440        584,373
    
Operating loss           (2,023,606)  (2,011,669)      (642,440)      (582,873)
    
Investment income(loss)    (748,457)     329,979         47,173         74,951
    
Interest income on note
receivable from officer     211,360           --             --             --

    
Unrealized gain (loss)
   on investments           835,601      (70,895)       119,622       (143,615)
    
Net loss              $  (1,725,102)  (1,752,585)  $   (475,645)      (651,537)
    
Net loss per share    $        (.17)        (.19)  $       (.05)          (.07)
    
Weighted average number of 
common shares outstanding  9,875,892    9,139,663     9,965,104      9,201,194
    
    See accompanying notes to condensed financial statements.<PAGE>

                    RESEARCH FRONTIERS INCORPORATED
                                   
                  Condensed Statements of Cash Flows
                                   
                              (Unaudited)



                                                        Nine months ended
                                                  Sept. 30,1996 Sept. 30, 1995

Cash flows from operating activities:
 Net loss                                         $  (1,725,102)    (1,752,585)
 Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
   Depreciation and amortization                         23,008         41,451
   Unrealized loss (gain) on investments               (835,601)        70,895
   Interest income on notes receivable from officer    (211,360)        (7,073)
   Changes in assets and liabilities:
    Decrease in investments                             535,495      1,766,892
    Decrease in accrued interest and
       dividends receivable                              21,374         24,133
    Decrease (increase) in other assets                   1,640        (29,586)
    Decrease in accounts payable & accrued expenses     (78,860)       (79,855)

  Net cash provided by(used in)operating activities  (2,269,406)        34,272

Cash flows from investing activities:
  Capital expenditures                                  (91,631)        (5,637)

  Net cash used in investing activities                 (91,631)        (5,637)

Cash flows from financing activities:
  Proceeds from issuances of common stock             1,410,456        886,044
  Increase in notes from officers                      (345,000)            --

  Net cash provided by financing activities           1,065,456        886,044

  Net increase(decrease)in cash and cash equivalents (1,295,581)       914,679

 Cash and cash equivalents at beginning of year       3,827,573        219,771

 Cash and cash equivalents at end of period         $ 2,531,992      1,134,450


Non-Cash Transactions:
Redemption of treasury stock as
payment for officer note receivable                $    302,500        300,000

See accompanying notes to condensed financial statements.<PAGE>

                RESEARCH FRONTIERS INCORPORATED
                                
            Notes to Condensed Financial Statements
                       September 30, 1996
                          (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 nine-month period ended September 30, 1996 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, 1995 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 a suspension of microscopic particles that is
either in the form of a liquid suspension or a film, usually enclosed
between two glass or plastic plates, at least one of which is transparent.

Cash and Cash Equivalents

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

Shareholders' Equity

During the first nine months of 1996, the Company received approximately
$1,410,456 as net proceeds from the net issuance of 288,345 shares of
common stock from a private placement, and the exercise of warrants and
options.

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

Results of Operations for the Nine Month Periods Ended 
September 30, 1996 and 1995

The Company earned fee income for the nine months ended September 30,
1996 of $50,000 relating to the Company's new license agreement with
Glaverbel, SA.

Operating expenses decreased by $12,120 for the first nine months of 1996
from $958,240 for the first nine months of 1995.  This decrease was due
to decreased travel and depreciation expenses offset partially by increased
insurance expenses.

Research and development expenditures increased by 72,557 to
$1,127,486 for the first nine months of 1996 from $1,054,929 for the first
nine months of 1995.  This increase was primarily the result of  higher
labor costs offset by a decrease in costs related to patents and materials.

Net investment income decreased by $1,078,436 to a loss of $748,457 for
the first nine months of 1996 from net investment income of $329,979 for
the first nine months of 1995.  This decrease was due to a realized loss
recognized by the Company on the sale of securities against which the
Company had previously recorded unrealized losses.  In addition, the
Company recorded an unrealized gain on investments of  $835,601 for the
nine months ended September 30, 1996 compared to an unrealized loss of
$70,895 for the first nine months of 1995 due to the sale of the
aforementioned securities and a change in the Company's investment
portfolio during these periods. 

As a consequence of the factors discussed above, the Company's net loss
was $1,725,102 ($.17 per share) for the first nine months of 1996 as
compared to $1,752,585 ($.19 per share) for the first nine months of 1995.

Results of Operations for the Three Month Periods Ended September 30,
1996 and 1995

There was no fee income relating to the Company's license or other
agreements for the third quarter of 1996 as compared to $1,500 in fee
income for the third quarter of 1995.

Operating expenses increased by $10,861 for the third quarter of 1996
from $236,862 for the third quarter of 1995. This increase was due to 
increased insurance expenses offset partially by decreased travel and
depreciation expenses.

Research and development expenditures increased by 47,206 to $394,717
for the third quarter of 1996 from $347,511 for the third quarter of 1995. 
This increase was primarily the result of  higher labor and patent costs
offset by a decrease in costs related to materials.

Net investment income decreased by $27,778 to $47,173 for the third
quarter of 1996 from $74,951 for the third quarter of 1995.  This decrease
was due to a realized loss recognized by the Company on the sale of
securities against which the Company had previously recorded unrealized
losses.  In addition, the Company recorded an unrealized gain on
investments of  $119,622 for the third quarter of 1996 compared to an
unrealized loss of $143,615 for the third quarter of 1995 due to the sale of
the aforementioned securities and a change in the Company's investment
portfolio during these periods. 

As a consequence of the factors discussed above, the Company's net loss
was $475,645 ($.05 per share) for the third quarter of 1996 as compared
to $651,537 ($.07 per share) for the third quarter of 1995.

Financial Condition, Liquidity and Capital Resources

During the first nine months of 1996, the Company's cash and cash
equivalents and marketable investment securities balance decreased by
approximately $995,475 principally as a result of cash used to fund the
Company's net loss from operations (approximately $1,725,000), the
decrease in accounts payable and accrued expenses of approximately
$79,000, and the increase in notes receivable from officers of $345,000,
offset by the sale of common stock through the exercise of options,
warrants, and the sale of newly issued common stock aggregating
$1,410,456.  During the third quarter of 1996, the Company continued to
strengthen its balance sheet and raised approximately $1.2 million from the
private sale of common stock 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 September 30, 1996, the Company had working capital of $8,687,182
and its shareholders' equity was $8,912,066.

Notes receivable from officers increased by approximately $42,500 during
the first nine months of 1996.  This was a result of the repayment by the
Company's President of an outstanding note receivable, including
$211,360 in accumulated interest thereon, offset by three new notes issued
by the Company to certain of its officers.  Repayment was made through
the transfer to the Company of 49,528 shares of the Company's common
stock held by the President, which shares were subsequently retired by the
Company.

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 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.

 PART II.OTHER INFORMATION

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

Date: November 13, 1996