SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                              FORM 10-Q

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

 For Quarter Ended September 30, 2002    Commission File No.  1-9399

                   RESEARCH FRONTIERS INCORPORATED
         (Exact name of registrant as specified in charter)


                   Delaware                         11-2103466
(State of incorporation or organization)         (IRS Employer
                                              Identification No.)

240 Crossways Park Drive, Woodbury, N.Y.                11797
   (Address of principal executive offices)           (Zip Code)



                                (516) 364-1902
       (Registrant's telephone number, including area code)

          Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                    Yes    X          No    __

          Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:  As of
November 13, 2002, there were outstanding 12,209,379 shares of
Common Stock, par value $0.0001 per share.

                      RESEARCH FRONTIERS INCORPORATED

                        Consolidated Balance Sheets

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

Current assets:
 Cash  and cash equivalents                          $     5,439,608   853,210
 Marketable investment securities-available for sale          11,250 7,083,606
 Receivable from warrant exercise pending settlement              --   164,311
 Royalty receivable                                           59,022    37,500
 Prepaid expenses and other current assets                    33,638   134,050
           Total current assets                            5,543,518 8,272,677

Investment in SPD Inc., at cost                              750,002   750,002
Fixed assets, net                                            223,189   279,618
Deposits and other assets                                     22,605    22,605

           Total assets                              $     6,539,314 9,324,902

     Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                    $        91,341    79,197
 Deferred revenue                                             28,125    37,500
 Accrued expenses and other                                  140,513   158,285

     Total current liabilities                               259,979   274,982

Shareholders' equity:
 Capital stock, par value $0.0001 per share;
  authorized 100,000,000 shares, issued and
  outstanding 12,160,579 shares and 12,108,195 shares         1,216      1,211
 Additional paid-in capital                              51,662,977 51,359,036
 Accumulated other comprehensive income (loss)              (38,750)    41,835
 Accumulated deficit                                    (45,193,147)(42,199,201)
                                                          6,432,296   9,202,881

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

     Total shareholders' equity                           6,279,335   9,049,920

     Total liabilities and shareholders' equity        $  6,539,314   9,324,902

See accompanying notes to consolidated financial statements.




                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Operations

                               (Unaudited)

                                 Nine months ended        Three months ended
                           Sept.30,2002  Sept.30,2001 Sept.30,2002  Sept.30,2001

Fee income               $      112,769       109,908 $     31,019      28,656

Operating expenses            1,992,937     2,562,831      588,757     723,904

Research and development      1,393,045     1,822,001      526,085     482,160

                              3,385,982     4,384,832    1,114,842   1,206,064

Operating loss               (3,273,213)   (4,274,924)  (1,083,823) (1,177,408)

Net investment income           279,767       547,129       52,505     191,879

Net loss                 $   (2,993,446)   (3,727,795) $(1,031,318) (  985,529)

Basic and diluted net loss
per common share         $         (.25)         (.31) $      (.08)       (.08)

Weighted average number of
common shares outstanding    12,136,893    12,081,955   12,142,594  12,089,522



  See accompanying notes to consolidated financial statements.



                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Cash Flows

                               (Unaudited)


                                                          Nine months ended
                                                   Sept.30,2002     Sept.30,2001

Cash flows from operating activities:
 Net loss                                          $ (2,993,946)    (3,727,795)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization                        84,287         87,765
    Expense relating to issuance of stock, options
     and warrants for services performed                102,994        112,817
    Cashless exercise of warrants                            --         17,588
    Changes in assets and liabilities:
     Royalty receivable                                 (21,522)       (37,500)
     Prepaid expenses and other current assets          100,412         91,181
     Deferred revenue                                    (9,375)        25,092
     Accounts payable and accrued expenses               (5,628)      (685,597)

       Net cash used in operating activities         (2,742,778)    (4,116,449)

Cash flows from investing activities:
 Proceeds from sale and maturity of
  held-to-maturity securities                                --      1,319,572
 Proceeds from sale of available-for-sale securities  6,991,771      1,996,460
 Investment in SPD, Inc., at cost                            --       (750,002)
 Purchase of fixed assets                               (27,858)       (36,685)

      Net cash provided by investing activities       6,963,913      2,529,345

Cash flows from financing activities:
 Proceeds from issuances of common stock              2,507,157      5,987,159
 Purchase of treasury stock                          (2,141,894)    (8,042,665)

 Net cash provided by (used in) financing activities    365,263     (2,055,506)

Net increase (decrease) in cash and cash equivalents  4,586,398     (3,642,610)

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

Cash and cash equivalents at end of period        $   5,439,608        163,562


See accompanying notes to consolidated financial statements.

                RESEARCH FRONTIERS INCORPORATED
           Notes to Consolidated Financial Statements
                       September 30, 2002
                          (Unaudited)

Basis of Presentation

The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the financial position, results of
operations, and cash flows for the interim periods to which the report
relates.  The results of operations for the nine-month period ended
September 30, 2002 are not necessarily indicative of the results to be
expected for the full year.  The notes included herein should be read in
conjunction with the notes to the consolidated  financial statements of
Research Frontiers Incorporated (the "Company") as of December 31,
2001 and for the three years then ended, included in the Company's
Annual Report on Form 10-K.

Business

Research Frontiers Incorporated operates in a single business segment
which is engaged in the development and marketing of technology and
devices to control the flow of light.  Such devices, often referred to as
"light valves" or suspended particle devices (SPDs), use microscopic
particles that are either incorporated within a liquid suspension or a
film, which is usually enclosed between two glass or plastic plates,
having transparent, electrically conductive coatings on the facing
surfaces thereof.  At least one of the two plates is transparent.

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

Patent Costs

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

Adoption of New Accounting Pronouncements

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

In July 2002, the Financial Accounting Standards Board issued
Statement No. 146, Accounting for Costs Associated with Exit or
Disposal Activities ("SFAS No. 146").  SFAS No. 146 will spread out
the reporting of expenses relating to restructurings initiated after 2002,
because commitment to a plan to exit an activity or dispose of long-
lived assets will no longer be enough to record a liability for the
anticipated costs.  Instead, companies will record exit and disposal
costs when they are "incurred" and can be measured at fair value, and
they will subsequently adjust the recorded liability for changes in
estimated cash flows. The Company is required to adopt the provisions
of SFAS No. 146 as of January 1, 2003.  The Company does not
believe that the adoption of SFAS No. 146 will have any impact on the
Company's consolidated financial statements as no planned
restructuring charges currently exist.

Deferred Revenue

The Company has entered into a number of license agreements
covering potential products.  The Company receives minimum annual
royalties under certain license agreements and records fee income for
the amounts earned by the Company.  Certain of the fees are paid to
the Company in advance of the period in which they are earned,
resulting in deferred revenue.

Marketable Investment Securities

During the second quarter of 2001, the Company determined that it
may sell its marketable investment securities prior to their maturity
dates in order to invest in other marketable securities, repurchase and
retire its common stock, and for general working capital purposes.
Accordingly, as of June 30, 2001, the Company transferred its
classification of marketable securities from held-to-maturity to
available-for-sale.  As a result, the Company records the securities at
fair value with the unrealized holding loss of $38,750 at September 30,
2002 recorded as a component of shareholders' equity.

Shareholders' Equity

Issuance of Common Stock

For the nine months ended September 30, 2002, the Company received
$2,507,157 of net cash proceeds from (i) the issuance of 33,875 shares
of common stock issued upon the exercise of options resulting in net
proceeds of $243,767; (ii) 181,000 shares of common stock issued
upon the exercise of warrants resulting in net proceeds of $2,099,081;
and (iii) $164,311 of cash received in early January for the settlement
of a warrant exercised in late December 2001. In addition, 2,816
shares with a value of $39,200 were delivered to the Company and
immediately retired in payment of the exercise price of options to
purchase 10,500 shares, and 250 shares of common stock were issued
in connection with the acquisition by the Company of the domain name
"SmartGlass.com" resulting in non-cash marketing expense of $1,518.

For the nine months ended September 30, 2001, the Company received
$5,987,159 of net cash proceeds from (i) the issuance of 44,175 shares
of common stock issued upon the exercise of options resulting in net
proceeds of $344,847 and (ii) 302,000 shares of common stock issued
upon the exercise of warrants resulting in net proceeds of $5,642,312.
In addition, 3,715 shares were issued to directors in payment of
$69,221 in directors fees, and 687 shares were issued through the
cashless exercise of certain warrants, resulting in non-cash consulting
expense of $17,588 being recorded.

Treasury Stock

For the nine months ended September 30, 2002, the Company
purchased in the open market and subsequently retired 170,425 shares
of treasury stock with an aggregate cost of $2,141,894. In addition,
2,816 shares with a value of $39,200 were delivered to the Company
and immediately retired in payment of the exercise price of options to
purchase 10,500 shares.

For the nine months ended September 30, 2001, the Company
purchased in the open market and subsequently retired 400,665 shares
of treasury stock with an aggregate cost of $8,042,665.

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

During the second quarter of 2002, the Company issued options to its
five Advisory Board members to purchase a total of 5,000 shares of
common stock at an exercise price of $12.775 per share. The Company
recorded $37,050 of non-cash expense in connection with the issuance
of these options. During the third quarter of 2002, the Company issued
options to purchase 250 shares of common stock in connection with
the acquisition by the Company of the domain name
"SmartGlass.com" resulting in non-cash marketing expense of $2,647.

Comprehensive Income

The Company accounts for its comprehensive income under the
provisions of Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income." (Statement 130).  Statement 130
requires that companies disclose comprehensive income, which
includes net income, foreign currency translation adjustments,
minimum pension liability adjustments, and unrealized gains and
losses on marketable securities classified as available-for-sale. The
components of comprehensive loss  for the three and nine months
ended September 30, 2002 and 2001 are as follows:

                            Three months ended           Nine months ended
                        Sept.30,2002  Sept.30,2001  Sept.30,2002  Sept.30,2001

Net loss               $  (1,032,818)    ( 985,529)  (2,995,446)   (3,727,795)

Reclassification
adjustments for gains
realized in net loss
during the period            (60,217)      (46,665)     (80,585)           --

Unrealized holding gain
arising during period         56,588       139,281       80,585       147,434

Total comprehensive loss $(1,036,447)     (892,813)  (2,995,446)   (3,580,361)

Performance Bonus Plan

In December 2000, the Company's Board of Directors approved a
performance bonus plan which provides for a bonus to be paid on
or after July 2, 2001 and on or after January 2, 2002 equal to 1% of
the increase, if any, in the Company's market value during the first
and second halves of 2001.  Bonuses are capped at a recipient's
salary in the case of employees of the Company, and are currently
capped at $60,000 in the case of non-employee directors and certain
employees of the Company. The Company's Board of Directors
approved a similar bonus plan for 2002 but with higher thresholds
to be met before a bonus is payable under such plan. In addition to
the payment caps described above, under the current plan, in order
to insure that bonuses are not paid based upon temporary
fluctuations in the market value of the Company, bonuses under this
plan will only be paid to the various participants under this plan if
and when the market value of the Company exceeds $280,489,009
(and in the case of any bonus paid to Robert L. Saxe, if and when
the market value of the Company exceeds $304,207,362). The
Company recorded $0 and $785,500 of expenses in connection with
these plans for the nine months ended September 30, 2002 and
2001, respectively. On November 6, 2002, the Company's Board of
Directors voted to terminate this bonus plan with respect to 2003
and replace it with a general bonus plan under which bonuses are
awarded to employees of the Company for outstanding achievement
including technical accomplishments, sales and revenue growth, and
other performance milestones.  All employees of the Company are
eligible to receive bonuses under this plan and the bonuses shall not
exceed $300,000 in the aggregate for 2003. The existing bonus plan
remains in effect through December 31, 2002.

Vesting of Performance Warrants

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

Reclassifications

During the second quarter, the Company has reclassified costs
associated with patents and patent applications from research and
development expenses to operating expenses.  The amount of
patent costs for the three and nine months ended September 30,
2002 was approximately $83,000 and $238,000, respectively.
The reclassification was also reflected in the consolidated
statement of operations for the three and nine months ended
September 30, 2001 to conform to the current period's
presentation.  The amount of patent costs reclassified from
research and development expense to operating expense for the
three and nine months ended September 30, 2001 was
approximately $81,000 and $322,000 respectively.

Subsequent Event

On November 8, 2002, one of the Company's officers, Joseph M.
Harary paid the Company $192,171 in cash in payment in full of
all principal and accrued interest on the loans made by the
Company to Mr. Harary.


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

  Accounting Policies

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

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

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

  All of our research and development costs are charged to
  operations as incurred.  Our research and development expenses
  consist of costs incurred for internal and external research and
  development. These costs include direct and research-related
  overhead expenses. Direct expenses include a portion of our chief
  executive officer's compensation.

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

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

  Results of Operations for the Nine-Month Periods Ended
  September 30, 2002 and 2001

  The Company's fee income from licensing activities for the first
  nine months of 2002 was $112,269 which was essentially the
  same as the first nine months of 2001. Although sales of licensed
  products under some of the Company's license agreements have
  occurred during the first nine months of 2002, the earned
  royalties on such sales have not yet exceeded the minimum
  annual royalties payable by certain licensees under their license
  agreements, and/or are included as a royalty receivable on the
  Company's balance sheet since the license agreements in effect
  with the Company's licensees typically do not require the
  licensee to make payment of earned royalties on the sale of
  licensed products until 45 days after the end of the quarter in
  which such sales occurred.

  Operating expenses decreased by $569,894 for the first nine
  months of 2002 to $1,992,937 from $2,562,831 for the first nine
  months of 2001. This decrease was primarily the result of lower
  payroll, patent, office, public relations, and directors expenses,
  offset somewhat by increased legal, consulting and marketing
  expenses.

  Research and development expenditures decreased by $428,956
  to $1,393,045 for the first nine months of 2002 from $1,822,001
  for the first nine months of 2001. This decrease was primarily the
  result of lower payroll expenses and materials costs.

  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 nine months of 2001. No amounts were accrued under the
  bonus plan with respect to the first nine months of 2002.

  The Company's net gain from its investing activities for the first
  nine months of 2002 was $279,767  as compared to a net gain
  from its investing activities of $547,129 for the first nine months
  of 2001. This difference was primarily due to a lower level of
  average investment balances in 2002 compared to 2001, and
  lower prevailing interest rates in the U.S. Treasury Markets.

  As a consequence of the factors discussed above, the Company's
  net loss was $2,993,946 ($0.25 per share) for the first nine
  months of 2002 as compared to $3,727,795 ($0.31 per share) for
  the first nine months of 2001.

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

  The Company's fee income from licensing activities for the third
  quarter of 2002 was $31,019 as compared to $28,656 for the
  third quarter of 2001. Although sales of licensed products under
  some of the Company's license agreements have occurred during
  the third quarter of 2002 at an higher level than during the
  previous two quarters of 2002, the earned royalties on such sales
  have not yet exceeded the minimum annual royalties payable by
  certain licensees under their license agreements, and/or are
  included as a royalty receivable on the Company's balance sheet
  since the license agreements in effect with the Company's
  licensees typically do not require the licensee to make payment of
  earned royalties on the sale of licensed products until 45 days
  after the end of the quarter in which such sales occurred.

  Operating expenses decreased by $135,147 for the third quarter
  of 2002 to $588,757 from $723,904 for the third quarter of 2001.
  This decrease was primarily the result of lower payroll, office,
  public relations, and directors expenses offset by increased legal,
  consulting and marketing expenses.

  Research and development expenditures increased by $43,925 to
  $526,085 for the third quarter of 2002 from $482,160 for the
  third quarter of 2001. This increase was the result of increased
  cost of materials offset by a decrease in payroll expenses.

  The Company's net gain from its investing activities for the third
  quarter of 2002 was $52,505, as compared to a net gain from its
  investing activities of $191,879 for the third quarter of 2001.
  This difference was primarily due to a lower level of average
  investment balances in 2002 compared to 2001, and lower
  prevailing interest rates in the U.S. Treasury Markets.

  As a consequence of the factors discussed above, the Company's
  net loss was $1,031,318 ($0.08 per share) for the third quarter of
  2002 as compared to $985,529 ($0.08 per share) for the third
  quarter of 2001.

  Financial Condition, Liquidity and Capital Resources

  During the first nine months of 2002, the Company's cash and
  cash equivalent balance increased by $4,586,398,  principally as
  a result of proceeds received from sale of $6,991,771 of
  available-for-sale securities, and $2,507,157 of proceeds
  received, net of expenses, from the issuance of common stock
  upon the exercise of options and warrants, the , offset by cash
  used to fund the Company's operating activities of $2,742,778,
  and the repurchase and subsequent retirement of $2,141,894
  worth of the Company's common stock in the open market. At
  September 30, 2002, the Company had working capital of
  $5,282,039 and its shareholders' equity was $6,277,835.

  In December 2000, the Company's Board of Directors approved
  a performance bonus plan which provides for a bonus to be paid
  on or after July 2, 2001 and on or after January 2, 2002 equal to
  1% of the increase, if any, in the Company's market value during
  the first and second halves of 2001.  Bonuses are capped at a
  recipient's salary in the case of employees of the Company, and
  are currently capped at $60,000 in the case of non-employee
  directors and certain employees of the Company. The Company's
  Board of Directors approved a similar bonus plan for 2002 but
  with higher thresholds to be met before a bonus is payable under
  such plan. In addition to the payment caps described above, under
  the current plan, in order to insure that bonuses are not paid based
  upon temporary fluctuations in the market value of the Company,
  bonuses under this plan will only be paid to the various
  participants under this plan if and when the market value of the
  Company exceeds $280,489,009 (and in the case of any bonus
  paid to Robert L. Saxe, if and when the market value of the
  Company exceeds $304,207,362). As noted above, no bonuses
  are currently payable in connection with these plans, therefore no
  amount has been accrued for. On November 6, 2002, the
  Company's Board of Directors voted to terminate this bonus plan
  with respect to 2003 and replace it with a general bonus plan
  under which bonuses are awarded to employees of the Company
  for outstanding achievement including technical
  accomplishments, sales and revenue growth, and other
  performance milestones. All employees of the Company are
  eligible to receive bonuses under this plan and the bonuses shall
  not exceed $300,000 in the aggregate for 2003. The existing
  bonus plan remains in effect through December 31, 2002.

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

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

  Item 3.    Quantitative and Qualitative Disclosures About Market Risk

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

  Related Party Transactions

  Statement of Financial Accounting Standards No. 57, "Related
  Party Disclosures" requires the Company to identify and
  describe material transactions involving related persons or
  entities and to disclose information necessary to understand the
  effects of such transactions on our consolidated financial
  statements. The Company has loaned two officers an aggregate of
  $152,961. Each of the aforementioned loans were made in April
  1997 or prior thereto; are due in January 2003; relate to the
  purchase of common stock of the Company; are collateralized by
  the pledge of shares of common stock of the Company;  may be
  prepaid in part or in full without notice or penalty; are
  represented by a promissory note which bears interest at a rate
  per annum equal to the broker call rate in effect on the first day of
  each calendar quarter; and permit repayment of the loan by
  delivery of securities of the Company having a fair market value
  equal to the balance of the loan outstanding. On November 8,
  2002, one of these officers, Joseph M. Harary, paid the Company
  $192,171 in cash in payment in full of all principal and accrued
  interest on the loans made by the Company to Mr. Harary.

  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.

  Item 4.    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, within 90 days prior to the filing date of this report.
  Based upon that evaluation, our Chief Executive 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.

  PART II.  OTHER INFORMATION

  Item 6.    Exhibits and Reports on Form 8-K

       (a)    Exhibits.  None

       (b)    Reports on Form 8-K.  None

                          SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act
  of 1934, the registrant has duly caused this report to be signed on its
  behalf by the undersigned thereunder duly authorized.

                           RESEARCH FRONTIERS INCORPORATED
                               (Registrant)

                           /s/ Robert L. Saxe
                           Robert L. Saxe, Chairman and Treasurer
                           (Principal Executive, Financial, and
                                Accounting Officer)

  Date: November 14, 2002

                           CERTIFICATION

  I, Robert L. Saxe, the Chief Executive Officer and Chief
  Accounting Officer of Research Frontiers Incorporated ("RFI")
  certify that;

1.  I have reviewed this quarterly report on Form 10-Q of RFI,

2.Based on my knowledge, this quarterly report does not contain any
  untrue statement of a material fact or omit to state a material fact
  necessary to make the statements made, in light of the circumstances
  under which such statements were made, not misleading with respect
  to the period covered by this quarterly report;


3.Based on my knowledge, the financial statements, and other financial
  information included in this quarterly report, fairly present in all
  material respects the financial condition, results of operations and
  cash flows of RFI as of, and for, the periods presented in this
  quarterly report;

4.I am responsible for establishing and maintaining disclosure controls
  and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
  14) for RFI and I have:

a)designed such disclosure controls and procedures to ensure that
  material information relating to RFI, including its consolidated
  subsidiaries, is made known to me by others within those entities,
  particularly during the period in which this quarterly report is
  being prepared;

b)evaluated the effectiveness of RFI's disclosure controls and
  procedures as of a date within 90 days prior to the filing date of
  this quarterly report (the "Evaluation Date"); and

c)presented in this quarterly report my conclusions about the
  effectiveness of the disclosure controls and procedures based on
  my evaluation as of the Evaluation Date;

5.I have disclosed, based on our most recent evaluation, to RFI's
  auditors and audit committee of RFI's Board of Directors:

a)all significant deficiencies in the design or operation of
  internal controls which could adversely affect RFI's ability to
  record, process, summarize and report financial data and have
  identified for RFI's auditors any material weaknesses in
  internal controls; and

b)any fraud, whether or not material, that involves management or
  other employees who have a significant role in RFI's internal
  controls; and

6.I have indicated in this quarterly report whether or not there were
  significant changes in internal controls or in other factors that could
  significantly affect internal controls subsequent to the date of my
  most recent evaluation, including any corrective actions with regard
  to significant deficiencies and material weaknesses.


Dated: November 14, 2002
                                /s/ Robert L. Saxe
                                    Robert L. Saxe
                                    Chairman and Chief Executive Officer,
                                    Treasurer and Principal Accounting Officer




                                                     EXHIBIT 99.1
                  CERTIFICATION PURSUANT TO
                   18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO
        SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In  connection  with the Quarterly  Report of Research
  Frontiers Incorporated (the "Company") on Form 10-Q for the
  quarter ended September 30, 2002 as filed with the Securities and
  Exchange Commission on the date hereof (the "Report"), I,
  Robert L. Saxe, Chairman of the Board and Chief  Executive
  Officer of the Company, certify,  pursuant to 18 U.S.C. Section
  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
  Act of 2002, that:

  1. The Report fully complies with the  requirements of Section
     13(a) or 15(d), as applicable, of the Securities Exchange Act
     of 1934; and

  2. The information  contained in the Report fairly  presents,  in
     all material respects, the financial condition and results of
     operations of the Company.


  /s/ Robert L. Saxe
      Robert L. Saxe
      Chairman of the Board
      and Chief Executive Officer
      November 14, 2002