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, 2001    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, 2001, there were outstanding 12,089,075 shares
of Common Stock, par value $0.0001 per share.

                      RESEARCH FRONTIERS INCORPORATED

                        Consolidated Balance Sheets

                                                    June 30, 2001
                    Assets                           (Unaudited)    Dec.31,2000

Current assets:
 Cash  and cash equivalents                         $     558,293     3,806,172
 Marketable investment securities-held-to-maturity             --    11,307,752
 Marketable investment securities-available for sale   10,046,904         3,906
 Royalty receivable                                        37,500            --
 Prepaid expenses and other current assets                235,434       240,989
                    Total current assets               10,878,131    15,358,819

Investment in SPD Inc., at cost                           750,002            --
Fixed assets, net                                         320,117       347,703
Deposits and other assets                                  22,605        22,605

                    Total assets                    $  11,970,855    15,729,127

     Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                   $     137,698       203,787
 Deferred revenue                                          81,250        37,502
 Accrued expenses and other                               972,115       749,921

                    Total liabilities                   1,191,063       991,210

Shareholders' equity:
 Capital stock, par value $0.0001 per share;
  authorized 100,000,000 shares, issued and outstanding
  12,079,630 shares and 12,103,683 shares                   1,207         1,210
 Additional paid-in capital                            51,323,619    52,594,293
 Accumulated other comprehensive income (loss)              8,724       (46,094)
 Accumulated deficit                                  (40,400,797)  (37,658,531)
                                                       10,932,753    14,890,878

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

                    Total shareholders' equity         10,779,792    14,737,917

        Total liabilities and shareholders' equity   $ 11,970,855    15,729,127

See accompanying notes to consolidated financial statements.




                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Operations

                               (Unaudited)


                                Six months ended          Three months ended
                            June 30,2001 June 30,2000  June 30,2001 June 30,2000

Fee income                  $    81,252      198,734   $    12,500      99,960

Operating expenses            1,597,621    2,062,738     1,067,856     664,908

Research and development      1,581,147    1,278,378       854,426     611,266

Non-recurring non-cash
compensation expense                 --    3,133,748            --     363,748

                              3,178,768    6,474,864     1,922,282   1,639,922

       Operating loss        (3,097,516)  (6,276,130)   (1,909,782) (1,539,962)

Net investment income           355,250      416,987       161,338     228,758

       Net loss            $ (2,742,266)  (5,859,143) $ (1,748,444) (1,311,204)

Basic and diluted net loss
per common share           $       (.23)        (.49) $       (.14)       (.11)

Weighted average number of
common shares outstanding    12,078,108   12,022,456    12,064,696  12,096,206









See accompanying notes to consolidated financial statements.





                    RESEARCH FRONTIERS INCORPORATED

                 Consolidated Statements of Cash Flows

                              (Unaudited)


                                                           Six months ended
                                                       June 30,2001 June 30,2000

Cash flows from operating activities:
 Net loss                                              $ (2,742,266) (5,859,143)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
  Depreciation and amortization                              57,711      49,965
  Expense relating to issuance of
   contingent performance options                                --   3,133,748
  Expense relating to issuance of stock and
   warrants for services performed                           55,594     550,366
  Revenue relating to marketable securities
   received as license fee                                       --     (50,000)
  Cashless exercise of warrants                              17,588          --
  Changes in assets and liabilities:
   Salary advance to officer                                     --      66,445
   Royalty receivable                                       (37,500)   (340,000)
   Prepaid expenses and other current assets                  5,555     (16,897)
   Deferred revenue                                          43,748     191,266
   Accounts payable & accrued expenses                      156,105     494,728

Net cash used in operating activities                    (2,443,465) (1,779,522)

Cash flows from investing activities:
 Proceeds from sale and maturity of
  held-to-maturity securities                             1,319,572   1,246,083
 Purchases of held-to-maturity securities                        --  (3,276,280)
 Investment in SPD, Inc., at cost                          (750,002)         --
 Purchase of fixed assets                                   (30,125)    (48,775)

Net cash provided by (used in) investing activities         539,445  (2,078,972)

Cash flows from financing activities:
 Proceeds from issuances of common stock                  4,602,079  10,600,750
 Purchase of treasury stock                              (5,945,938)   (278,278)

Net cash (used in) provided by financing activities      (1,343,859) 10,322,472

Net (decrease) increase in cash and cash equivalents     (3,247,879)  6,463,978

Cash and cash equivalents at beginning of year            3,806,172   8,142,569

Cash and cash equivalents at end of period            $     558,293  14,606,547


See accompanying notes to consolidated financial statements.

                RESEARCH FRONTIERS INCORPORATED
           Notes to Consolidated Financial Statements
                         June 30, 2001
                          (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, 2001 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
financial statements of the Company as of December 31, 2000 and
for the three years then ended, included in the Company's Annual
Report on Form 10-K.

Business

Research Frontiers Incorporated (the Company) 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.

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 recorded
the securities at fair value with the unrealized holding gain of
$42,349 recorded as a component of shareholders' equity.

Derivative Instruments and Hedging Activities

The Company adopted on January 1, 2001 Financial Accounting
Standards Board  Statement No. 133 related to "Accounting for
Derivative Instruments and Hedging Activities" (Statement 133).
Since the Company does not have any derivative instruments and
does not engage in hedging activities, the adoption of Statement
133 had no impact on the Company's financial position or results
of operations.

Shareholders' Equity

Issuance of Common Stock
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.

For the six months ended June 30, 2000, the Company received
$10,600,750 of net cash proceeds from (i) the issuance of 45,775
shares of common stock issued upon the exercise of options
resulting in net proceeds of $368,481 and (ii) 579,983 shares of
common stock issued upon the exercise of warrants resulting in net
proceeds of $10,232,269.  In addition, 1,013 shares were issued to
a director in payment of $13,000 in directors fees.

Treasury Stock
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.  For the six
months ended June 30, 2000, the Company purchased in the open
market and subsequently retired 16,100 shares of treasury stock
with an aggregate cost of $278,278.

Issuance of Warrants
During 1999, the Company issued warrants to purchase 50,000
shares at prices ranging from $9.00 to $21.00 per share in payment
for investor relations services provided to the Company, which
vested 10,000 shares per quarter commencing on April 1, 1999.
The Company recorded $4,584 and $9,168 of expense in
connection with the issuance of these warrants during the three and
six months ended June 30, 2000, respectively.

Contingent Performance Options
During 1999, the Company granted 237,800 contingent
performance options to employees, which vested because the
relevant performance milestone in the price of the Company's
common stock was achieved during 2000. The Company was
required to account for these options as a variable plan under APB
Opinion No. 25. Accordingly, from the point in time that it
appeared probable that such milestone would be achieved, the
Company was required to recognize non-cash compensation
expense each period from the date of grant through the vesting
date based on the quoted market price of the stock at the end of
each period.  Non-cash compensation expense recognized during
the three and six months ended June 30, 2000 in connection with
these options was $363,748 and $3,133,748, respectively, as the
applicable milestones for the vesting of these options were
achieved during the second quarter of 2000.  The charges recorded
as a result of the issuance of these performance options were
calculated based upon changes in the Company's stock price as of
the end of each quarter until the vesting date, and are non-cash
accounting charges.

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 Company did not have any foreign
currency translation adjustments, or minimum pension liability
adjustments during 2001 or 2000.  The Company did not have
unrealized gains or losses on marketable securities classified as
available-for-sale during the first quarter of 2000, but did have
unrealized gains and losses on marketable securities classified as
available-for-sale during the second quarter of 2000 and first two
quarters of 2001, and unrealized gain during the second quarter of
2001. Consequently, comprehensive loss was $1,696,220 and
$2,687,448 for the three and six months ended June 30, 2001,
respectively, and was $1,344,798 and $5,892,737 for the three and
six months ended June 30, 2000, respectively.

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 $57,222 in the case of non-employee
directors of the Company. During 2000, the Company had a
similar performance plan in place.  The Company recorded
$785,500 and $755,000 of expenses in connection with these plans
for the for the six months ended June 30, 2001 and 2000,
respectively.

Vesting of Performance Warrants

During the first quarters of 2001 and 2000, certain warrants
granted to consultants in 1995 and 1994 to purchase 7,000 and
25,000 shares, respectively 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 and $528,198,
respectively, based upon the fair value of such warrants on the date
the warrants vested as determined using a Black-Scholes option
pricing model.

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

Results of Operations for the Six Month Periods Ended June 30, 2001 and 2000

The Company's fee income from licensing activities for the first
six months of 2001 was $81,252 as compared to $198,734 for the
first six months of 2000.

Operating expenses decreased by $465,117 for the first six months
of 2001 to $1,597,621 from $2,062,738 for the first six months of
2000.  This decrease was primarily the result of a lower non-cash
accounting charge of $43,596  which was recorded by the
Company during the first half of 2001 compared to a non-cash
accounting charge of $528,198 which was recorded by the
Company during the first half of 2000, relating to the vesting of
warrants based upon performance criteria being achieved or
services performed, which expense was based upon the fair value
of such warrants on the date the warrants vested as determined
using a Black-Scholes option pricing model.  In addition, operating
expenses decreased due to decreased payroll expenses, and travel
expenses, offset by increased marketing, consulting, public
relations, accounting, insurance and rent expenses.

Research and development expenditures increased by $302,769 to
$1,581,147 for the first six months of 2001 from $1,278,378 for
the first six months of 2000.  This increase was primarily the result
of higher patent and materials expenses.

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 and $477,500 and $277,500, respectively during the first half
of 2000.  These performance bonuses in the amount accrued for
were paid by the Company during the third quarter of 2001
because the applicable performance milestones were achieved.
The Company also recorded a non-cash compensation charge of
$3,133,748 during the first half of 2000 which did not recur during
2001 which is related to the non-recurring grant of certain
contingent performance options issued to employees and directors
during 1999.  Because of the performance milestones which must
have been achieved in order for these options to vest, the Company
was required to account for these options as variable plan under
APB Opinion No.25.   Without taking into account the non-cash
accounting charge associated with the contingent performance
options described above and the performance warrants described
above, the Company's net loss would have been $2,698,670 ($0.22
per share) for the first six months of 2001 as compared to
$2,197,197 ($0.18 per share) for the first six months of 2000.

The Company's net gain from its investing activities for the first
six months of 2001 was $355,250, as compared to a net gain from
its investing activities of $416,987 for the first six months of 2000.

As a consequence of the factors discussed above, the Company's
net loss was $2,742,266 ($0.23 per share) for the first six months
of 2001 as compared to $5,859,143 ($0.49 per share) for the first
six months of 2000. Without taking into account the non-cash
accounting charge associated with the contingent performance
options described above, and the performance warrants described
above,  the Company's net loss would have been $2,698,670
($0.22 per share) for the first six months of 2001 as compared to
$2,197,197 ($0.18 per share) for the first six months of 2000.

Results of Operations for the Three Month Periods Ended June 30, 2001 and 2000

The Company's fee income from licensing activities for the second
quarter of 2001 was $12,500 as compared to $99,960 for the
second quarter of 2000.

Operating expenses increased by $402,948 for the second quarter
of 2001 to $1,067,856 from $664,908 for the second quarter of
2000.  This was primarily the result of increased marketing,
payroll, consulting, public relations and accounting expenses offset
by lower travel and insurance expenses.

Research and development expenditures increased by $243,160 to
$854,426 for the second quarter of 2001 from $611,266 for the
second quarter of 2000.  This increase was primarily the result of
higher patent expenses, offset by lower materials expenses.

Operating expenses and research and development expenses listed
above included amounts accrued under a performance bonus plan
of $471,019 and $276,996, respectively during the second quarter
of 2001 and $238,750 and $138,750, respectively during the
second quarter of 2000.  These performance bonuses in the amount
accrued for were paid by the Company during the third quarter of
2001 because the applicable performance milestones were
achieved.  The Company also recorded a non-cash compensation
charge of $363,748 during the second quarter of 2000 which did
not recur during 2001 which is related to the non-recurring grant
of certain contingent performance options issued to employees and
directors during 1999.  Because of the performance milestones
which must have been achieved in order for these options to vest,
the Company was required to account for these options as variable
plan under APB Opinion No.25.  Without taking into account the
non-cash accounting charge associated with the contingent
performance options described above and the performance
warrants described above, the Company's net loss would have been
$1,748,444 ($0.14 per share) for the second quarter of 2001 as
compared to $947,456 ($0.08 per share) for the second quarter of 2000.

The Company's net gain from its investing activities for the
second quarter of 2001 was $161,338, as compared to a net gain
from its investing activities of $228,758 for the second quarter of 2000.

As a consequence of the factors discussed above, the Company's
net loss was $1,748,444 ($0.14 per share) for the second quarter of
2001 as compared to $1,311,204 ($0.11 per share) for the second
quarter of 2000. Without taking into account the non-cash
accounting charge associated with the contingent performance
options described above, and the performance warrants described
above,  the Company's net loss would have been $1,748,444
($0.14 per share) for the second quarter of 2001 as compared to
$947,456 ($0.08 per share) for the second quarter of 2000.

Financial Condition, Liquidity and Capital Resources

During the first six months of 2001, the Company's cash and cash
equivalent balance decreased by $3,247,879 principally as a result
of  cash used to fund the Company's operating activities of
$2,443,465, and the repurchase and subsequent retirement of
$5,945,938 worth of the Company's common stock in the open
market, offset partially by $4,602,079 of proceeds received, net of
expenses, from the issuance of common stock upon the exercise of
options and warrants, and cash proceeds of $539,445 from the
Company's investing activities.  At June 30, 2001, the Company
had working capital of $9,687,068 and its shareholders' equity was $10,779,792.

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 $57,222 in the case of non-employee
directors of the Company. During 2000, the Company had a
similar performance plan in place.  As noted above, the Company
has accrued  $785,500 as of June 30, 2001 towards the payment of
these bonuses. These performance bonuses in the amount
accrued for were paid by the Company during the third quarter of
2001 because the applicable performance milestones were achieved.

During the second quarter of 2001, the Company invested
approximately $750,000 for a minority equity interest in SPD Inc.,
a subsidiary of  Hankuk Glass Industries Inc., Korea's largest glass
manufacturer. In  April  2001, SPD Inc. announced that it acquired
a new factory located in Inchon,  Korea which will be dedicated
exclusively to the production of suspended particle device (SPD)
light-control film and a wide variety of end-products using SPD
film, and that it expects to produce SPD film in the Fall of this
year, and to commence mass production of both SPD film and
SPD end-products later on this year.

The Company expects to use its cash and the proceeds from sales
or 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 at least the next two to three years (without
giving effect to any new financing raised or treasury stock
repurchases, which are discretionary).  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.

New Accounting Standards
In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, Business Combinations which supersedes
Accounting Principles Board (APB) Opinion No. 16, Business
Combinations.  SFAS 141 eliminates the pooling-of-interests
method of accounting for business combinations and modifies the
application of the purchase accounting method.  The elimination
of the pooling-of-interests method is effective for transactions
initiated after June 30, 2001.  The remaining provisions of SFAS
141 will be effective for transactions accounted for using the
purchase method that are completed after June 30, 2001.

In July 2001, the FASB also issued Statement of Financial
Accounting Standards No. 142, Goodwill and Intangible Assets
which supersedes APB Opinion No. 17, Intangible Assets.  SFAS
142 eliminates the current requirement to amortize goodwill and
indefinite-lived intangible assets, addresses the amortization of
intangible assets with a defined life and addresses the impairment
testing and recognition for goodwill and intangible assets.  SFAS
142 will apply to goodwill and intangible assets arising from
transactions completed before and after the Statement's effective
date.  SFAS 142 is effective for the Company beginning January
1, 2002.  Management of the Company does not believe that the
implementation of SFAS 141 or SFAS 142 will have a significant
impact on its financial position or results of operations.

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 14, 2001.  Listed below is a
summary of how the 12,033,083 shares voted at the Annual
Meeting on the various proposals voted upon and adopted at the
Annual Meeting. For the election of Bernard D. Gold as a Class II
member of the Company's Board of Directors, 9,829,131 shares
were voted in favor of election, and  266,877 votes were withheld.
For the ratification of the appointment of KPMG LLP as auditors
for the 2001 fiscal year, 10,070,493 shares were voted in favor of
election, 16,233 shares were voted against, and 9,282 shares
abstained from voting.  For the approval of the amendment to the
Company's 1998 Stock Option Plan, 9,441,903 shares were voted
in favor, 624,336 shares were voted against, and 29,769 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, President and Treasurer
                  (Principal Executive, Financial, and Accounting Officer)

Date: August 13, 2001