SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                              FORM 10-Q

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

   For Quarter Ended March 31, 2005    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 by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

                    Yes    X          No    __

    Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date:
As of May 9, 2005, there were outstanding 13,812,559 shares of
Common Stock, par value $0.0001 per share.

                      RESEARCH FRONTIERS INCORPORATED

                        Consolidated Balance Sheets

                                                    March 31,2005
                    Assets                          (Unaudited)   Dec.31,2004

Current assets:
 Cash  and cash equivalents                         $ 6,632,446     2,602,063
 Royalty receivables, net of reserves of $82,522        162,294        54,544
 Prepaid expenses and other current assets               57,993        60,357
             Total current assets                     6,852,733     2,716,964

Fixed assets, net                                       118,911       121,104
Deposits                                                 22,605        22,605

             Total assets                           $ 6,994,249     2,860,673

     Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                   $   200,543       116,440
 Deferred revenue                                       113,750        10,000
 Accrued expenses and other                             228,151       341,930

             Total liabilities                          542,444       468,370

Commitments and Contingencies

Shareholders' equity:
 Capital stock, par value $0.0001 per share;
  authorized 100,000,000 shares, issued and outstanding
  13,812,559 and 12,812,559 shares, respectively          1,381         1,281
 Additional paid-in capital                          62,576,288    57,576,388
 Accumulated deficit                                (56,125,864)  (55,185,366)

            Total shareholders' equity                6,451,805     2,392,303

      Total liabilities and shareholders' equity   $  6,994,249     2,860,673

See accompanying notes to consolidated financial statements.



                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Operations

                               (Unaudited)






                                                       Three months ended
                                                     March 31,2005 March 31,2004

Fee income                                           $     41,250        37,319

Operating expenses                                        594,915       664,042

Research and development                                  409,069       499,370

Charge for reduction in value of investment in SPD Inc.        --       209,704

                                                        1,003,984     1,373,116

              Operating loss                             (962,734)   (1,335,797)


Net investment income                                      22,236         6,983

              Net loss                               $   (940,498)   (1,328,814)

Basic and diluted net loss per common share          $       (.07)         (.10)

Weighted average number of common shares outstanding   13,323,670    12,765,284


See accompanying notes to consolidated financial statements.

                    RESEARCH FRONTIERS INCORPORATED

                 Consolidated Statements of Cash Flows

                              (Unaudited)


                                                        Three months ended
                                                    March 31,2005 March 31, 2004

Cash flows from operating activities:
 Net loss                                           $ (  940,498)    (1,328,814)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
   Depreciation and amortization                          10,812         18,913
   Charge for reduction in value of investment in SPD Inc.    --        209,704
   Changes in assets and liabilities:
    Royalty receivables                                 (107,750)       (88,304)
    Prepaid expenses and other current assets              2,364          7,563
    Deferred revenue                                     103,750         85,953
    Accounts payable and accrued expenses                (29,676)       126,973

        Net cash used in operating activities           (960,998)      (968,012)

Cash flows from investing activities:
 Purchase of fixed assets                                 (8,619)       (14,413)

        Net cash used in investing activities            ( 8,619)       (14,413)

Cash flows from financing activities:
 Proceeds from issuances of common stock and warrants  5,000,000      1,027,224

        Net cash provided by financing activities      5,000,000      1,027,224

Net increase in cash and cash equivalents              4,030,383         44,799

Cash and cash equivalents at beginning of year         2,602,063      5,072,290

Cash and cash equivalents at end of period           $ 6,632,446      5,117,089

See accompanying notes to consolidated financial statements.

                RESEARCH FRONTIERS INCORPORATED
           Notes to Consolidated Financial Statements
                         March 31, 2005
                          (Unaudited)

Basis of Presentation

The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with U.S. generally
accepted accounting principles (GAAP) for interim financial
information and with the instructions to Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments considered necessary
for a fair presentation have been included. All such adjustments are
of a normal recurring nature. Operating results for the three
months ended March 31, 2005 are not necessarily indicative of the
results that may be expected for the fiscal year ending December
31, 2005.  For further information, refer to the consolidated
financial statements and footnotes thereto included in the Annual
Report on Form 10-K (Form 10-K) relating to Research Frontiers
Incorporated (the Company) for the fiscal year ended December 31, 2004.

Business

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
colloidal particles that are either incorporated within a liquid
suspension or a film, which is usually enclosed between two sheets
of glass or plastic having transparent, electrically conductive
coatings on the facing surfaces thereof.  At least one of the two
sheets is transparent. SPD technology, made possible by a flexible
light-control film invented by Research Frontiers, allows the user
to instantly and precisely control the shading of glass/plastic
manually or automatically. SPD technology has numerous product
applications, including: SPD-Smart  windows, sunshades,
skylights and interior partitions for homes and buildings;
automotive windows, sunroofs, sun-visors, sunshades, rear-view
mirrors, instrument panels and navigation systems; aircraft
windows; eyewear products; and flat panel displays for electronic
products.  SPD-Smart light control film is now being used in
architectural, automotive, marine, aerospace and appliance applications.

Investment in SPD Inc.

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 was dedicated exclusively to the production
of suspended particle device (SPD) light-control film and a wide
variety of end-products using SPD film. In April 2003, the
Company's wholly-owned subsidiary, SPD Enterprises, Inc.,
invested $74,902 in SPD Inc., raising its equity ownership from
6.67% to 6.91%. SPD Inc.'s parent company invested at the same
time and at the same price, $748,931, raising its equity ownership
in SPD Inc. from 66.67% to 69.09%.  During 2003, the Company
recorded  total non-cash accounting charges of $615,200 against
income to reflect a reduction in the value of its investment in SPD
Inc. These non-cash charges were  determined as follows: During
the first quarter of 2003, the Company recorded a  non-cash charge
against income of $255,200 to reflect a reduction in the value of its
investment in SPD Inc. determined based upon the April 2003
financing, and the Company recorded a further non-cash charge
against income of $360,000 as of the end of 2003 to reflect a
reduction in the value of its investment in SPD Inc.  determined
based upon its review of the financial position and results of
operations of SPD Inc. as of and for the year ended December 31,
2003.  On April 28, 2004, SPD Inc. informed the Company that it
was planning to sell its equipment and other assets and cease its
business activities. As a result, the Company wrote off its entire
remaining investment in SPD Inc. of $209,704 in the first quarter
of 2004.   During the fourth quarter of 2004, the Company
received a payment of $44,203 as part of a liquidation distribution
made by SPD Inc. to its shareholders, resulting in a total net non-
cash charge against income of $165,501 in 2004. The Company's
license agreement with Hankuk Glass Industries provided for the
payment of minimum annual royalties to the Company in 2002 and
2003.   These amounts were all paid in full in 2004.

Patent Costs

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

Revenue Recognition

The Company has entered into a number of license agreements
covering its light control technology.  The Company receives
minimum annual royalties under certain license agreements and
records fee income on a ratable basis each quarter.  In instances
when sales of licensed products by its licensees exceed minimum
annual royalties, the Company recognizes fee income as the
amounts have been earned.  Certain of the fees are accrued by, or
paid to, the Company in advance of the period in which they are
earned resulting in deferred revenue. Such excess amounts are
recorded as deferred revenue and recognized into income in future
periods as earned.

Stock-Based Compensation

In December 2002, the FASB issued SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure." SFAS
No. 148 provides alternative methods of transition for a voluntary
change to the fair value method of accounting for stock-based
employee compensation as originally provided by SFAS No. 123,
"Accounting for Stock-Based Compensation." Additionally, SFAS
No. 148 amends the disclosure provisions of SFAS No. 123 to
require prominent disclosure in both the annual and interim
financial statements about the method of accounting for stock-
based compensation and the effect of the method used on reported
results. The Company adopted the disclosure provisions of this
statement in the fiscal quarter ended March 31, 2003.

The exercise price for stock options granted are generally set at the
average of the high and low trading prices of the Company's
common stock on the trading date immediately prior to the date of
grant, and the related number of shares granted are fixed at the date
of grant. Under the principles of APB Opinion No. 25, the
Company does not recognize compensation expense associated
with the grant of stock options. SFAS No. 123 requires the use of
option valuation models to determine the fair value of options
granted after 1995. Pro forma information regarding net loss and
net loss per share shown below was determined as if the Company
had accounted for its employee stock options and shares sold under
its stock purchase plan under the fair value method set forth in
SFAS No. 123.

The fair value of the options was estimated at the date of grant
using a Black-Scholes option pricing model. For purposes of pro
forma disclosures, the estimated fair value of the options is
amortized over the options' vesting periods.

The following table illustrates the effect on net loss and earnings
per share as if the fair value method had been applied:

                                                       Three months ended
                                               March 31,2005       March 31,2004

Net loss                                     $     (940,498)         (1,328,814)

Deduct: Total stock-based employee
        compensation determined under fair-
        value based method for all awards    $           --            (200,733)

                  Pro forma                  $     (940,498)        ( 1,529,547)

Basic and diluted net loss
 per common share                As reported $        (0.07)       $      (0.10)
                                 Pro forma   $        (0.07)       $      (0.12)


Shareholders' Equity

Issuance of Common Stock

For the three months ended March 31, 2005, the Company
received $5,000,000 of net cash proceeds from the issuance to
institutional investors of one million shares of its common stock
and the issuance of five-year warrants to purchase 200,000
shares of common stock at an exercise price of $7.50 per share.

For the three months ended March 31, 2004, the Company
received $1,027,224 of net cash proceeds from the issuance of
(i) 99,417 shares of common stock issued upon the exercise of
warrants resulting in net proceeds of $954,724; and (ii) 8,500
shares of common stock issued upon the exercise of options
resulting in net proceeds of $72,500.

Treasury Stock

The Company did not repurchase any of its stock during the
three months ended March 31, 2005 or 2004.

Comprehensive Loss

Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income  (SFAS  No. 130) requires
that companies disclose comprehensive income, which includes
net loss, 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 months ended
March 31, 2005 and 2004 are as follows:

                                        Three months ended
                               March 31,2005        March 31,2004

Net loss                         $ (940,498)          (1,328,814)

Unrealized loss on securities:
 Unrealized holding loss
  arising during period          $       --               (1,625)

Total comprehensive loss         $ (940,498)          (1,330,439)

             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.

  The Company has entered into a number of license
agreements covering potential products using the Company's SPD
technology.  The Company receives minimum annual royalties
under certain license agreements and records fee income on a
ratable basis each quarter.  In instances when sales of licensed
products by its licensees exceed minimum annual royalties, the
Company recognizes fee income as the amounts have been earned.
Certain of the fees are accrued by, or paid to, the Company in
advance of the period in which they are earned resulting in
deferred revenue.

  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 indirect overhead expenses.

  The Company has historically used the Black-Scholes option-
pricing model to determine the estimated fair value of each option
grant. The Black-Scholes model includes assumptions regarding
dividend yields, expected volatility, expected lives, and risk-free
interest rates. These assumptions reflect our best estimates, but
these items involve uncertainties based on market conditions
generally outside of our control.  As a result, if other assumptions
had been used in the current period, stock-based compensation
expense could have been materially impacted.  Furthermore, if
management uses different assumptions in future periods, stock-
based compensation expense could be materially impacted in
future years.

  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 Emerging Issues Task
Force 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 Company applied the cost method of accounting for its
minority equity interest in SPD Inc., a subsidiary of Hankuk Glass
Industries, Inc. Because no public market existed for the common
stock of SPD Inc., the Company reviewed the operating
performance, financing and forecasts for such entity in assessing
the net realizable value of this investment. During 2003, the
Company recorded  total non-cash accounting charges of $615,200
against income to reflect a reduction in the value of its investment
in SPD Inc. These non-cash charges were  determined as follows:
During the first quarter of 2003, the Company recorded a  non-
cash charge against income of $255,200 to reflect a reduction in
the value of its investment in SPD Inc. determined based upon
recent financing activity of SPD Inc. The Company also recorded
a further non-cash charge against income of $360,000 as of the end
of 2003 to reflect a reduction in the value of its investment in SPD
Inc.  determined based upon its review of the financial position and
results of operations of SPD Inc. as of and for the year ended
December 31, 2003.  On April 28, 2004, SPD Inc. informed the
Company that it was planning to sell its equipment and other assets
and cease its business activities. As a result, the Company wrote
off its entire remaining investment in SPD Inc. of $209,704 in the
first quarter of 2004. During the fourth quarter of 2004, the
Company received a payment of $44,203 as part of a liquidation
distribution made by SPD Inc. to its shareholders, resulting in a
total net non-cash charge against income of $165,501 in 2004.

  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.

Controls and Procedures

  We maintain a system of controls and procedures designed to
provide reasonable assurance as to the reliability of the financial
statements and other disclosures included in this report, as well as
to safeguard assets from unauthorized use or disposition. We
evaluated the effectiveness of the design and operation of our
disclosure controls and procedures under the supervision and with
the participation of management, including our Chief Executive
Officer and Chief Financial Officer, as of the end of the quarter
ended March 31, 2005. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective at a reasonable
assurance level in timely alerting them to material information
required to be included in our periodic Securities and Exchange
Commission filings. There were no changes that occurred during
the quarterly period ended March 31, 2005 that materially affected,
or are reasonably likely to material affect, our internal control over
financial reporting.

Results of Operations for the Three Month Periods Ended March 31, 2005 and 2004

The Company's fee income from licensing activities for the first
quarter of 2005 was $41,250, as compared to $37,319 for the first
quarter of  2004. This difference in fee income was primarily the
result of the timing and amount of minimum annual royalties paid,
and the date of receipt of such payment on certain license
agreements, by end-product licensees. Certain license fees, which
are paid to the Company in advance of the accounting period in
which they are earned resulting in the recognition of deferred
revenue for the current accounting period, will be recognized as
fee income in future periods. Also, licensees may offset some or all
of their royalty payments on sales of licensed products for a given
period by applying these advance payments towards such earned
royalty payments.

Operating expenses decreased by $69,127 for the first quarter of
2005 to $594,915 from $664,042 for the first quarter of 2004. This
decrease was primarily the result of lower payroll, marketing,
legal, patent, depreciation, consulting and directors expenses,
partially offset by higher accounting fees and insurance expenses.

Research and development expenditures decreased by $90,301 to
$409,069 for the first quarter of 2005 from $499,370 for the first
quarter of  2004. This decrease was primarily the result of
decreased payroll and depreciation expenses, partially offset by
higher insurance expenses.

The Company's net investment income for the first quarter of 2005
was $22,236, as compared to net income from its investing
activities of $6,983 for the first quarter of 2004. This difference
was primarily due to higher interest rates during 2005 and higher
cash balances due to the receipt of proceeds from the sale of
common stock and warrants in February 2005

During 2004, the Company recorded total non-cash charges of
$165,501 against income to reflect a reduction in the value of its
investment in SPD Inc. Of this, the Company recorded a non-cash
charge against income of $209,704 during the first quarter of 2004.
During the fourth quarter of 2004, the Company received a
payment of $44,203 as part of a liquidation distribution made by
SPD Inc. to its shareholders, resulting in a total net non-cash
charge against income of $165,501 in 2004.

As a consequence of the factors discussed above, the Company's
net loss was $940,498 ($0.07 per common share) for the first
quarter of 2005 as compared to $1,328,814 ($0.10 per common
share) for the first quarter of 2004.

Financial Condition, Liquidity and Capital Resources

During the first three months of 2005, the Company's cash and
cash equivalent balance increased by $4,030,383 principally as a
result of $5,000,000 of net proceeds received from the issuance of
common stock and warrants, offset by cash used to fund the
Company's operating activities of $960,998. At March 31, 2005,
the Company had working capital of $6,310,289 and its
shareholders' equity was $6,451,805.

The Company occupies premises under an operating lease
agreement which expires on January 31, 2014 and requires
minimum annual rent which rises over the term of the lease to
approximately $138,269.

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 was dedicated exclusively to the production
of suspended particle device (SPD) light-control film and a wide
variety of end-products using SPD film.  In April 2003, the
Company's wholly-owned subsidiary, SPD Enterprises, Inc.,
invested $74,902 in SPD Inc., raising its equity ownership from
6.67% to 6.91%. SPD Inc.'s parent company invested at the same
time and at the same price, $748,931 , raising its equity ownership
in SPD Inc. from 66.67% to 69.09%. During 2003, the Company
recorded  total non-cash charges of $615,200 against income to
reflect a reduction in the value of its investment in SPD Inc. These
non-cash charges were  determined as follows: During the first
quarter of 2003, the Company recorded a  non-cash charge against
income of $255,200 to reflect a reduction in the value of its
investment in SPD Inc. determined based upon recent financing
activity of SPD Inc. The Company also recorded a further non-
cash charge against income of $360,000 as of the end of 2003 to
reflect a reduction in the value of its investment in SPD Inc.
determined based upon its review of the financial position and
results of operations of SPD Inc. as of and for the year ended
December 31, 2003.  On April 28, 2004, SPD Inc. informed the
Company that it was planning to sell its equipment and other assets
and cease its business activities. As a result, the Company wrote
off its entire remaining investment in SPD Inc. of $209,704 in the
first quarter of 2004. During the fourth quarter of 2004, the
Company received a payment of $44,203 as part of a liquidation
distribution made by SPD Inc. to its shareholders, resulting in a
total net non-cash charge against income of $165,501 in 2004.

During the first quarter of  2004, the Company issued to Ailouros
Ltd., a London-based institutional money management fund,
99,417 shares registered and available for issuance under a  Class
A Warrant previously issued to Ailouros, resulting in net proceeds
of approximately $1 million.

In February 2005, the Company raised $5 million in net proceeds
in connection with the registered sale to institutional investors of
one million shares of its common stock and the issuance of five-
year warrants to purchase 200,000 shares of common stock at an
exercise price of $7.50 per share.

The Company expects to use its cash 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 cash expenditures, existing cash reserves
and budgeted revenues, the Company believes that it would not
require additional funding until the first quarter of 2007. 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 extent
of 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 December 2004, the Financial Accounting Standards
Board, or FASB, issued SFAS No. 123R "Share Based Payment,"
which replaces SFAS No. 123 and supersedes APB No. 25. SFAS
No. 123R requires that the cost resulting from all share-based
payment transactions be recognized in the consolidated financial
statements. This statement applies to all share-based payment
transactions in which an entity acquires goods or services by
issuing its shares, options or other equity instruments. This
statement establishes fair value as the measurement objective in
accounting for share-based payment arrangements and requires all
entities to apply a fair-value-based measurement method in
accounting for share-based payment transactions with employees,
except for equity instruments held by employee share ownership
plans. This statement is effective as of the beginning of the first
annual reporting period that begins after June 15, 2005, which will
be the Company's next fiscal year beginning January 1, 2006. The
Company expects that the adoption of SFAS No. 123R could have
a material effect on the Company's consolidated financial
statements, depending upon the number and terms of stock options
issued by the Company in the future.

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, 2004.  There has been no material change in the
disclosure regarding market risk.

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 6.    Exhibits and Reports on Form 8-K

     (a)    Exhibits.

31.1 Rule 13a-14(a)/15d-14(a) Certification of Robert L. Saxe- Filed herewith.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary- Filed herewith.
32.1 Section 1350 Certification of Robert L. Saxe- Filed herewith.
32.2 Section 1350 Certification of Joseph M. Harary- Filed herewith.

     (b)    Reports on Form 8-K.

A Current Report on Form 8-K was filed by the Registrant on
February 14, 2005 regarding the private placement of $5 million
of common stock and warrants to four investment funds and a
Current Report on Form 8-K was filed by the Registrant on April
25, 2005 regarding the Company's change of accountants from
KPMG LLP to BDO Seidman, LLP.

                           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
                       (Principal Executive Officer)


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

Date: May 9, 2005