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 March 31, 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 May 13, 2002, there were outstanding 12,138,445 shares
of Common Stock, par value $0.0001 per share.


                      RESEARCH FRONTIERS INCORPORATED

                        Consolidated Balance Sheets

                                                   March 31,2002
                    Assets                          (Unaudited)    Dec.31,2001

Current assets:
 Cash  and cash equivalents                        $ 1,010,922         853,210
 Marketable investment securities-available for sale 7,026,735       7,083,606
 Receivable from warrant exercise pending settlement        --         164,311
 Royalty receivable                                    112,500          37,500
 Prepaid expenses and other current assets             112,399         134,050
                 Total current assets                8,262,556       8,272,677

Investment in SPD Inc., at cost                        750,002         750,002
Fixed assets, net                                      256,985         279,618
Deposits and other assets                               22,605          22,605

                 Total assets                      $ 9,292,148       9,324,902

     Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                  $   124,737          79,197
 Deferred revenue                                       84,375          37,500
 Accrued expenses and other                            152,437         158,285

                 Total liabilities                     361,549         274,982

Shareholders' equity:
 Capital stock, par value $0.0001 per share;
  authorized 100,000,000 shares, issued and
  outstanding 12,167,395 shares and 12,108,195 shares    1,217           1,211
 Additional paid-in capital                         52,217,447      51,359,036
 Accumulated other comprehensive income (loss)         (15,036)         41,835
 Accumulated deficit                               (43,120,068)    (42,199,201)
                                                     9,083,560       9,202,881

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

                 Total shareholders' equity          8,930,599       9,049,920

      Total liabilities and shareholders' equity   $ 9,292,148       9,324,902

See accompanying notes to consolidated financial statements.




                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Operations

                               (Unaudited)






                                                    Three months ended
                                            March 31,2002       March 31,2001

Fee income                                 $      53,125              68,752

Operating expenses                               599,227             529,765

Research and development                         483,587             726,721

                                               1,082,814           1,256,486

      Operating loss                          (1,029,689)         (1,187,734)

Net investment income                            108,822             193,912

      Net loss                             $    (920,867)           (993,822)

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

Weighted average number of
common shares outstanding                     12,128,159          12,091,669


  See accompanying notes to consolidated financial statements.



                    RESEARCH FRONTIERS INCORPORATED

                 Consolidated Statements of Cash Flows

                              (Unaudited)


                                                        Three months ended
                                                   March 31,2002 March 31, 2001

Cash flows from operating activities:
 Net loss                                          $ (  920,867)      (993,822)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
   Depreciation and amortization                         27,584         28,473
   Expense relating to issuance of stock
    and warrants for services performed                      --         43,596
   Changes in assets and liabilities:
    Royalty receivable                                  (75,000)      (125,000)
    Prepaid expenses and other current assets            21,651        117,339
    Deferred revenue                                     46,875         56,248
    Accounts payable & accrued expenses                  39,692        (40,967)
Net cash used in operating activities                  (860,065)      (914,133)

Cash flows from investing activities:
 Proceeds from maturity of held-to-maturity securities       --      1,319,572
 Purchase of fixed assets                                (4,951)        (7,705)
Net cash used in investing activities                    (4,951)     1,311,867

Cash flows from financing activities:
 Proceeds from issuances of common stock              1,291,249      1,235,972
 Purchase of treasury stock                            (268,521)    (2,948,487)
Net cash provided by (used in) financing activities   1,022,728     (1,712,515)

Net increase (decrease) in cash and cash equivalents    157,712     (1,314,781)

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

Cash  and cash equivalents at end of period         $ 1,010,922      2,491,391


See accompanying notes to consolidated financial statements.

                RESEARCH FRONTIERS INCORPORATED
           Notes to Consolidated Financial Statements
                         March 31, 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 three-month period ended March 31, 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
consolidated the financial statements of 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 (the Company) operates in a
single business segment which is engaged in the development and
marketing of technology and devices to control the flow of light.
Such devices, often referred to as "light valves" or suspended
particle devices (SPDs), use microscopic particles that are either
incorporated within a liquid suspension or a film, which is usually
enclosed between two glass or plastic plates, having transparent,
electrically conductive coatings on the facing surfaces thereof.  At
least one of the two plates is transparent.

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

Patent Costs

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

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 ,which addresses financial
accounting and reporting for the impairment or disposal of long-
lived assets.  This statement supersedes SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of, 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 144 had no impact on the
Company's  financial position or results of operations.


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 gain of
$21,964 at March 31, 2002 recorded as a component of shareholders' equity.

Shareholders' Equity Issuance of Common Stock

For the three months ended March 31, 2002, the Company
received $1,291,249 of net cash proceeds from (i) the issuance of
7,000 shares of common stock issued upon the exercise of options
resulting in net proceeds of $68,015; (ii) 68,000 shares of common
stock issued upon the exercise of warrants resulting in net proceeds
of $1,058,923; and (iii) $164,311 of cash received in early January
for the settlement of a warrant exercised in late December 2001.

For the three months ended March 31, 2001, the Company
received $1,235,972 of net cash proceeds from (i) the issuance of
7,100 shares of common stock issued upon the exercise of options
resulting in net proceeds of $64,525 and (ii) 84,000 shares of
common stock issued upon the exercise of warrants resulting in net
proceeds of $1,171,447.

Treasury Stock

For the three months ended March 31, 2002, the Company
purchased in the open market and subsequently retired 15,800
shares of treasury stock with an aggregate cost of $268,521.

For the three months ended March 31, 2001, the Company
purchased in the open market and subsequently retired 177,700
shares of treasury stock with an aggregate cost of $2,948,487.

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 months ended March 31, 2002 and 2001 are as follows:


                                          Three months ended
                                   Mar. 31,2002        Mar. 31,2001

Net loss                           $   (920,867)          (993,822)

Unrealized gain (loss) on securities:
 Unrealized holding gain (loss)
  arising during period            $    (56,871)             2,594

Total comprehensive loss           $   (977,738)          (991,228)

Performance Bonus Plan

In December 2000, the Company's Board of Directors approved a
performance bonus plan which provides for a bonus to be paid on or
after July 2, 2001 and on or after January 2, 2002 equal to 1% of the
increase, if any, in the Company's market value during the first and
second halves of 2001.  Bonuses are capped at a recipient's salary in
the case of employees of the Company, and are currently capped at
$57,222 in the case of non-employee directors of the Company. 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 $37,487 of
expenses in connection with these plans for the for the three months
ended March 31, 2002 and 2001, respectively.

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.

                 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.

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 Three Month Periods Ended March 31, 2002 and 2001

The Company's fee income from licensing activities for the first three months
of 2002 was $53,125 as compared to $68,752 for the first three months of 2001.

Operating expenses increased by $69,462 for the first three months
of 2002 to $599,227 from $529,765  for the first three months of
2001. This increase was primarily the result of increased legal,
marketing, public relations, travel and trade show expenses and stock
listing fees, offset somewhat by lower payroll and office expenses,
lower taxes and professional fees.

Research and development expenditures decreased by $243,134 to
$483,587 for the first three months of 2002 from $726,721 for the
first three months of 2001. This decrease was primarily the result of
lower patent, payroll and consulting expenses, and lower costs of materials.

Operating expenses and research and development expenses listed
above included amounts accrued under a performance bonus plan of
$25,772 and $11,715, respectively during the first quarter of 2001.
No amounts were accrued under the bonus plan with respect to the
first quarter of 2002, and whether any bonuses will be paid  by the
Company will be determined based upon performance milestones
achieved during the remainder of the Company's current fiscal year.

The Company's net gain from its investing activities for the first
quarter of 2002 was $108,822, as compared to a net gain from its
investing activities of $193,912 for the first 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 $920,867 ($0.08 per share) for the first three months of 2002
as compared to $993,822 ($0.08 per share) for the first three months of 2001.

Financial Condition, Liquidity and Capital Resources

During the first three months of 2002, the Company's cash and cash
equivalent balance increased by $157,712 principally as a result of
$1,291,249 of proceeds received, net of expenses, from the issuance
of common stock upon the exercise of options and warrants, offset by
cash used to fund the Company's operating activities of $860,065, and
the repurchase and subsequent retirement of $268,521 worth of the
Company's common stock in the open market.  At March 31, 2002,
the Company had working capital of $7,901,007 and its shareholders'
equity was $8,930,599.

In December 2000, the Company's Board of Directors approved a
performance bonus plan which provides for a bonus to be paid on or
after July 2, 2001 and on or after January 2, 2002 equal to 1% of the
increase, if any, in the Company's market value during the first and
second halves of 2001.  Bonuses are capped at a recipient's salary in
the case of employees of the Company, and are currently capped at
$57,222 in the case of non-employee directors of the Company. 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 so no amount has been accrued.

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 two years (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.

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.

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.

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.  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: May 14, 2002