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, 2004    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 10, 2004, there were outstanding 12,791,330 shares of
Common Stock, par value $0.0001 per share.

                      RESEARCH FRONTIERS INCORPORATED

                        Consolidated Balance Sheets

                                                  March 31,2004
                    Assets                         (Unaudited)       Dec.31,2003

Current assets:
 Cash  and cash equivalents                         $5,117,089        5,072,290
 Marketable investment securities-available for sale     6,250            7,875
 Royalty receivable, net of reserves of $50,000        248,195          159,891
 Prepaid expenses and other current assets              74,464           82,027
                     Total current assets            5,445,998        5,322,083

Investment in SPD Inc.                                      --          209,704
Fixed assets, net                                      131,378          135,878
Deposits and other assets                               22,605           22,605

                               Total assets        $ 5,599,981        5,690,270

     Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                  $   124,716           85,821
 Deferred revenue                                      109,636           23,683
 Accrued expenses and other                            199,417          111,339

             Total liabilities                         433,769          220,843

Shareholders' equity:
Capital stock, par value $0.0001 per share;
 authorized 100,000,000 shares, issued and out-
 standing 12,791,330 shares and 12,683,413 shares        1,279           1,268
Additional paid-in capital                          57,422,622      56,395,409
Accumulated other comprehensive loss                    (6,250)         (4,625)
Accumulated deficit                                (52,251,439)    (50,922,625)

            Total shareholders' equity               5,166,212       5,469,427

    Total liabilities and shareholders' equity   $   5,599,981       5,690,270

See accompanying notes to consolidated financial statements.

                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Operations

                               (Unaudited)






                                                      Three months ended
                                               March 31,2004       March 31,2003

Fee income                                     $     37,319             86,128

Operating expenses                                  664,042            581,454

Research and development                            499,370            572,238

Charge for reduction in value of
investment in SPD Inc.                              209,704            255,200

                                                  1,373,116          1,408,892

    Operating loss                               (1,335,797)        (1,322,764)

Net investment income                                 6,983              9,837

Net loss                                       $ (1,328,814)        (1,312,927)

Basic and diluted net loss per common share    $       (.10)              (.11)

Weighted average number of
common shares outstanding                        12,765,284         12,235,518


See accompanying notes to consolidated financial statements.

                    RESEARCH FRONTIERS INCORPORATED

                 Consolidated Statements of Cash Flows

                              (Unaudited)


                                                         Three months ended
                                                    March 31,2004 March 31, 2003

Cash flows from operating activities:
 Net loss                                            $(1,328,814)    (1,312,927)
 Adjustments to reconcile net loss to net cash
 used in operating activities:
  Depreciation and amortization                           18,913         26,891
  Charge for reduction in value of investment in SPD Inc.209,704        255,200
  Changes in assets and liabilities:
   Royalty receivable                                    (88,304)      (202,633)
   Prepaid expenses and other current assets               7,563          5,535
   Deferred revenue                                       85,953        162,000
   Accounts payable and accrued expenses                 126,973         62,771

         Net cash used in operating activities          (968,012)    (1,003,163)

Cash flows from investing activities:
 Purchase of fixed assets                                (14,413)        (6,373)

         Net cash used in investing activities           (14,413)        (6,373)

Cash flows from financing activities:
 Proceeds from issuances of common stock               1,027,224        214,695

         Net cash provided by financing activities     1,027,224        214,695

Net increase (decrease) in cash and cash equivalents      44,799       (794,841)

Cash and cash equivalents at beginning of year         5,072,290      5,117,571

Cash and cash equivalents at end of period           $ 5,117,089      4,322,730

See accompanying notes to consolidated financial statements.

                RESEARCH FRONTIERS INCORPORATED
           Notes to Consolidated Financial Statements
                         March 31, 2004
                          (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, 2004 are not necessarily indicative of the
results that may be expected for the fiscal year ending December
31, 2004.  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, 2003.

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 RFI, 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 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 is 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. The Company's license agreement with
Hankuk Glass Industries provides for the payment of minimum
annual royalties to the Company in 2002 and 2003. As of March
31, 2004 and December 31, 2003, the Company has a receivable
of $50,000 from Hankuk Glass Industries for 2003 minimum annual royalties.

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
                                              Mar. 31,2004        Mar. 31,2003

Net loss                                    $   (1,328,814)         (1,312,927)

Deduct: Total stock-based employee
        compensation determined under fair-
        value based method for all awards   $     (200,733)            (56,275)

                Pro forma                   $   (1,529,547)         (1,369,202)

Basic and diluted net loss
per common share                As reported $        (0.10)       $      (0.11)
                                Pro forma   $        (0.12)       $      (0.11)

Shareholders' Equity

Issuance of Common Stock

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.

For the three months ended March 31, 2003, the Company
received $214,695 of net cash proceeds from (i) the issuance of
25,000 shares of common stock of the Company (along with a
ten-year warrant to purchase 25,000 shares of common stock of
the Company at an exercise price of $9.00 per share) in a private
placement to a director of the Company resulting in net proceeds
of $165,000; and (ii) 7,000 shares of common stock issued upon
the exercise of warrants resulting in net proceeds of $49,695.

Treasury Stock

The Company did not repurchase any of its stock during the
three months ended March 31, 2004 or 2003.

Comprehensive Income

Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income. (SFAS  No. 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 months ended
March 31, 2004 and 2003 are as follows:

                                                     Three months ended
                                             Mar. 31,2004        Mar. 31,2003

Net loss                             $        (1,328,814)         (1,312,927)

Unrealized loss on securities:
 Unrealized holding loss
 arising during period               $            (1,625)             (5,625)

Total comprehensive loss             $        (1,330,439)         (1,318,552)

             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 applies the cost method of accounting for its
minority equity interest in SPD Inc., a subsidiary of Hankuk Glass
Industries, Inc.  Because no public market exists for the common
stock of SPD Inc., the Company reviews 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 is 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.

  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, within 90 days prior to the
filing date of this report. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our
periodic Securities and Exchange Commission filings. No
significant changes were made to our internal controls or other
factors that could significantly affect these controls subsequent to
the date of their evaluation.

Results of Operations for the Three Month Periods Ended March 31, 2004 and 2003

The Company's fee income from licensing activities for the first
three months of 2004 was $37,319 as compared to $86,128 for the
first three months of 2003. 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, 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 increased by $82,588 for the first three months
of 2004 to $664,042 from  $581,454 for the first three months of
2003. This increase was primarily the result of increased patent
and consulting expenses, partially offset by decreased payroll,
legal, insurance, and depreciation expenses.

Research and development expenditures decreased by $72,868 to
$499,370 for the first three months of 2004 from $572,238 for the
first three months of 2003. This decrease was primarily the result
of decreased payroll, consulting, insurance and depreciation
expenses and lower materials costs.

During the first quarter of 2004 and 2003, the Company recorded
non-cash charges against income  of $209, 704 and $255,200, respectively,
to reflect a reduction in the  value of its investment in SPD Inc.

The Company's net income from its investing activities for the first
quarter of 2004 was $6,983, as compared to net income from its
investing activities of $9,837 for the first quarter of 2003. This
difference was primarily due to lower interest rates.

As a consequence of the factors discussed above, the Company's
net loss was $1,328,814 ($0.10 per share) for the first three months
of 2004 as compared to $1,312,927 ($0.11 per share) for the first
three months of 2003.

Financial Condition, Liquidity and Capital Resources

During the first three months of 2004, the Company's cash and
cash equivalent balance increased by $44,799 principally as a
result of $1,027,224 of proceeds received, net of expenses, from
the private placement of common stock and the issuance of
common stock upon the exercise of options, offset by cash used to
fund the Company's operating activities of $968,012.  At March
31, 2004, the Company had working capital of $5,012,229 and its
shareholders' equity was $5,166,212.

  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.

  On October 1, 1998, the Company announced that Ailouros
Ltd., a London-based institutional money management fund,
committed to purchase up to $15 million worth of  common stock
of the Company through December 31, 2001.  This commitment
was in the form of a Class A Warrant issued to Ailouros Ltd.
which gave 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
was eliminated by mutual agreement so that the Company could
put stock to Ailouros at selling prices in excess of $15 per share.
However, the Company was 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
determined the amount of common stock that the Company wished
to issue during such three-month period.  The Company also set
the minimum selling or "floor" price, which could 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 would determine how
much common stock, if any, would be sold  (the amount of which
could 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 did 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. In
December 2003, this expiration date for the Class A Warrant was
further extended to December 31, 2005.  As of March 31, 2004,
the Company issued the remaining 99,417 shares registered and
available for issuance under the Class A Warrant, resulting in net
proceeds of approximately $1 million in the quarter ended March
31, 2004. Thus, Ailouros has no further obligation to provide
funding to the Company.  As noted below, while no additional
funding is projected to be required by the Company in order to
maintain its current levels of expenditures for research and
development, market development and other operations until the
second quarter of 2005, the Company and Ailouros, which has
been the Company's principal source of capital funding since
1999, are in discussions regarding an additional equity investment
by Ailouros to provide additional working capital for the Company.

  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 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 is 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.

     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, 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 14 months from March 31, 2004.
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.  The Company will need
to raise additional capital no later than the second quarter of 2005
if operations, including research and development and marketing,
are to be maintained at current levels. If the Company cannot raise
additional funds, it will be required to reduce expenses during
2004. 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.

Recently Issued Exposure Draft

On March 31, 2004, the Financial Accounting Standards Board
(FASB) issued a proposed  Statement, Share-Based Payment, that
addresses the accounting for share-based awards to employees,
including employee-stock-purchase-plans (ESPPs). The FASB
formally proposed to require companies to recognize the fair value
of stock options and other stock-based compensation to employees.
The proposed Statement would eliminate the ability to account for
share-based compensation transactions using APB Opinion No. 25,
Accounting for Stock Issued to Employees, and generally would
require instead, that such transactions be accounted for using a
fair-value-based method. The proposed requirements in the
exposure draft would be effective for public companies as of the
beginning of the first fiscal year beginning after December 15, 2004.

The Company currently accounts for its stock-based compensation
plans in accordance with APB Opinion No. 25. Therefore, the
eventual adoption of this proposed statement, if issued in final
form by the FASB, 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, 2003.  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 5.  Other Information

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 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 is 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. Whether the aforesaid will have any impact
on the business of Research Frontiers (other than a further
reduction in the value of the Company' investment in SPD Inc.) or
its licensees cannot be predicted at this time.  In addition to SPD
Inc.'s parent corporation, Hankuk Glass Industries, Inc., several
other companies have been licensed by Research Frontiers to make
SPD film or the emulsions used to make such film.  These other
companies are now active in the production of light-control
emulsion and film using Research Frontiers' SPD technology.  At
the 2004 Premier SPD Licensee Conference held in Fort
Lauderdale, Florida from April 15-17, 2004, Air Products and
Chemicals, Dainippon Ink and Chemicals, and Hitachi Chemical
Company, each made formal presentations describing their SPD
materials development and testing programs in great detail. SPD
films made from new emulsions produced by Dainippon Ink and
Chemicals and Hitachi Chemical Company were also demonstrated
at this conference, and these new second-generation
emulsion-based SPD films all have very low haze levels, good
durability, wide ranges of light transmission, and fast switching
speeds of 1-3 seconds. As part of their conference presentations,
these companies indicated that they expect SPD films made from
these high-performance emulsions to become available to
end-product licensees of Research Frontiers as early as May 2004.

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.  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
                    (Principal Executive Officer)

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

Date: May 10, 2004