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 June 30, 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
August 9, 2004, there were outstanding 12,802,059 shares of Common
Stock, par value $0.0001 per share.

                      RESEARCH FRONTIERS INCORPORATED

                        Consolidated Balance Sheets

                                                     June 30,2004
                    Assets                           (Unaudited)    Dec.31,2003

Current assets:
 Cash  and cash equivalents                           $   4,163,601   5,072,290
 Marketable investment securities-available for sale          4,875       7,875
 Royalty receivable, net of reserves of $50,000             216,709     159,891
 Prepaid expenses and other current assets                   82,828      82,027
                       Total current assets               4,468,013   5,322,083

Investment in SPD Inc.                                           --     209,704
Fixed assets, net                                           121,946     135,878
Deposits and other assets                                    22,605      22,605

                            Total assets              $   4,612,564   5,690,270

     Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                     $      81,726      85,821
 Deferred revenue                                            81,154      23,683
 Accrued expenses and other                                 202,487     111,339

                            Total liabilities               365,367     220,843

Shareholders' equity:
 Capital stock, par value $0.0001 per share;authorized
  100,000,000 shares,issued and outstanding 12,802,059
  shares at June 30, 2004 and 12,683,413 shares at
  December 31, 2003                                           1,280       1,268
 Additional paid-in capital                              57,512,019  56,395,409
 Accumulated other comprehensive loss                        (7,625)     (4,625)
 Accumulated deficit                                    (53,258,477)(50,922,625)

                   Total shareholders' equity             4,247,197   5,469,427

          Total liabilities and shareholders' equity   $  4,612,564   5,690,270

See accompanying notes to consolidated financial statements.



                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Operations

                               (Unaudited)

                                  Six months ended        Three months ended
                            June 30,2004 June 30,2003  June 30,2004 June 30,2003

Fee income                  $    93,327      149,317   $    56,008       63,189

Operating expenses            1,228,989    1,241,662       564,946      660,208

Research and development      1,003,698    1,044,004       504,329      471,766

Charge for reduction in value
 of investment in SPD Inc.      209,704      255,200            --           --
                              2,442,391    2,540,866     1,069,275    1,131,974

Operating loss               (2,349,064)  (2,391,549)   (1,013,267)  (1,068,785)

Net investment income            13,212       17,032         6,229        7,195

Net loss                    $(2,335,852)  (2,374,517)  $(1,007,038)  (1,061,590)

Basic and diluted net loss
per common share            $      (.18)        (.19)  $      (.08)        (.09)

Weighted average number of
common shares outstanding     12,780,001  12,282,477    12,794,718   12,328,920

See accompanying notes to consolidated financial statements.


                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Cash Flows

                               (Unaudited)


                                                          Six months ended
                                                      June 30,2004 June 30, 2003
Cash flows from operating activities:
 Net loss                                              $(2,335,852)  (2,374,517)
 Adjustments to reconcile net loss to net cash
 used in operating activities:
  Depreciation and amortization                             38,526       55,629
  Charge for reduction in value of investment in SPD Inc.  209,704      255,200
  Expense relating to cashless exercise of stock options    15,708       40,987
  Expense relating to issuance of stock options
   and warrants for services performed                          --       27,900
  Changes in assets and liabilities:
   Royalty receivable                                      (56,818)    (172,503)
   Prepaid expenses and other current assets                  (801)     (61,547)
   Deferred revenue                                         57,471      148,681
   Accounts payable and accrued expenses                    87,053       28,378

             Net cash used in operating activities      (1,985,009)  (2,051,792)

Cash flows from investing activities:
 Investment in SPD Inc., at cost                                --      (74,902)
 Purchase of fixed assets                                  (24,594)     (37,908)

   Net cash (used in) provided by investing activities     (24,594)    (112,810)

Cash flows from financing activities:
 Proceeds from issuances of common stock                 1,100,914    1,998,850

         Net cash provided by financing activities       1,100,914    1,998,850

Net decrease in cash and cash equivalents                 (908,689)    (165,752)

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

Cash and cash equivalents at end of period            $  4,163,601    4,951,819

See accompanying notes to consolidated financial statements.


                RESEARCH FRONTIERS INCORPORATED
           Notes to Consolidated Financial Statements
                         June 30, 2004
                          (Unaudited)
Basis of Presentation

The accompanying unaudited consolidated 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 six months ended June 30, 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 June 30, 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 common 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 loss per
common share as if the fair value method had been applied:

                                Six months ended           Three months ended
                            June 30,2004 June 30,2003  June 30,2004 June 30,2003

Net loss                     $(2,335,852)  (2,374,517)  (1,007,038) (1,061,590)

Add: Total stock-based employee
     compensation expense
     included in net loss    $    15,708       40,987       15,708      40,987

Deduct: Total stock-based employee
        compensation determined
        under fair-value based
        method for all awards $ (200,733)    (760,712)          --    (704,437)

               Pro forma     $(2,520,877)  (3,094,242)    (991,330) (1,725,040)

Basic and diluted net loss
per common share    As reported $  (0.18)       (0.19)    $  (0.08)      (0.09)
                    Pro forma   $  (0.20)       (0.25)    $  (0.08)      (0.14)

Shareholders' Equity

Issuance of Common Stock

For the six months ended June 30, 2004, the Company received $1,100,914
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) 17,500 shares of common stock issued upon the exercise
of options resulting in net proceeds of $146,190.  In addition, 1,729 shares
were issued through the cashless exercise of certain options under which
the number of shares issuable upon exercise of such option was reduced by
15,771 shares in payment of the exercise price of options to purchase
17,500 shares. In connection therewith, the Company recorded a non-cash
compensation expense of $15,708 during the second quarter of 2004.

For the six months ended June 30, 2003, the Company received $1,998,850
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; (ii) 169,700 shares of common stock issued upon the
exercise of warrants resulting in net proceeds of $1,418,320; and (iii) the
issuance of 58,475 shares of common stock issued upon the exercise of
options resulting in net proceeds of $415,530.  In addition, 3,754 shares
were issued through the cashless exercise of certain options and warrants,
resulting in non-cash directors expense of $40,987 being recorded, and
9,995 shares with a value of $108,995 were delivered to the Company and
immediately retired in payment of the exercise price of options to purchase
15,000 shares.

Treasury Stock

The Company did not repurchase any of its stock during the six months
ended June 30, 2004 or 2003.

Issuance of Options

During the second quarter of 2003, the Company issued options to a
consultant to purchase  5,000 shares of common stock at an exercise price
of $9.54 per share. The Company recorded $27,900 of non-cash expense
in connection with the issuance of these options.

Comprehensive Loss

Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income. (SFAS  No. 130) requires that companies disclose
comprehensive income, which includes net loss, foreign currency
translation adjustments, minimum pension liability adjustments, and
unrealized gains and losses on marketable securities classified as available-
for-sale. The components of comprehensive loss  for the three and six
months ended June 30, 2004 and 2003 are as follows:

                              Six months ended           Three months ended
                         June 30,2004  June 30,2003   June 30,2004  June 30,2003

Net loss                  $(2,335,852)   (2,374,517)    (1,007,038)  (1,061,590)

Unrealized holding gain (loss)
 arising during period         (3,000)       (2,000)        (1,375)       3,625

Total comprehensive loss  $(2,338,852)   (2,376,517)    (1,008,413)  (1,057,965)

             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, as of the end of the quarter ending June 30, 2004.
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. There were no changes that occurred during the
quarterly period ended June 30, 2004 that materially affected, or are
reasonably likely to material affect, our internal control over financial
reporting.

Results of Operations for the Six Month Periods Ended June 30, 2004 and 2003

The Company's fee income from licensing activities for the first six
months of 2004 was $93,327 as compared to $149,317 for the first six
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 on certain license agreements, by end-
product licensees. Certain license fees, which are paid to the Company
in advance of the accounting period in which they are earned resulting
in the recognition of deferred revenue for the current accounting
period, will be recognized as fee income in future periods. Also,
licensees may offset some or all of their royalty payments on sales of
licensed products for a given period by applying these advance
payments towards such earned royalty payments.

Operating expenses decreased by $12,673 for the first six months of
2004 to $1,228,989 from  $1,241,662 for the first six months of 2003.
This decrease was primarily the result of  lower payroll, legal,
depreciation, and directors expenses, partially offset by higher
insurance, patent, non-cash compensation, and consulting expenses
and higher accounting fees.

Research and development expenditures decreased by $40,306 to
$1,003,698 for the first six months of 2004 from $1,044,004 for the
first six months of 2003. This decrease was primarily the result of
decreased payroll and depreciation expenses, partially offset by higher
costs associated with licensee support through professional conferences.

During the first six months 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 investment income for the first six months of 2004
was $13,212, as compared to net investment income of $17,032 for the
first six months 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 $2,335,852 ($0.18 per common share) for the first six months
of 2004 as compared to $2,374,517 ($0.19 per common share) for the
first six months of 2003.

Results of Operations for the Three Month Periods Ended June 30, 2004 and 2003

The Company's fee income from licensing activities for the second
quarter of 2004 was $56,008 as compared to $63,189 for the second
quarter 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 on certain license agreements, by end-
product licensees. Certain license fees, which are paid to the Company
in advance of the accounting period in which they are earned resulting
in the recognition of deferred revenue for the current accounting
period, will be recognized as fee income in future periods. Also,
licensees may offset some or all of their royalty payments on sales of
licensed products for a given period by applying these advance
payments towards such earned royalty payments.

Operating expenses decreased by $95,262 for the second quarter of
2004 to $564,946 from  $660,208 for the second quarter of 2003. This
decrease was primarily the result of lower payroll, consulting, patent,
marketing, depreciation, and directors expenses, partially offset by
increased accounting fees, and non-cash compensation and insurance
expenses.

Research and development expenditures increased by $32,563 to
$504,329 for the second quarter of 2004 from $471,766 for the second
quarter of 2003. This increase was primarily the result of  higher costs
associated with licensee support through professional conferences and
higher insurance costs, partially offset by lower payroll, consulting,
depreciation and office expenses.

The Company's net investment income for the second quarter of 2004
was $6,229, as compared to net investment income of $7,195 for the
second 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 $1,007,038 ($0.08 per common share) for the second quarter
of 2004 as compared to $1,061,590 ($0.09 per common share) for the
second quarter of 2003.

Financial Condition, Liquidity and Capital Resources

During the first six months of 2004, the Company's cash and cash
equivalent balance decreased by $908,689 principally as a result of
cash used to fund the Company's operating activities of $1,985,009,
offset by $1,100,914 of proceeds received, net of expenses, from the
private placement of common stock and the issuance of common stock
upon the exercise of options.  At June 30, 2004, the Company had
working capital of $4,102,646 and its shareholders' equity was
$4,247,197.

  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 12 months from June 30, 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.

New Accounting Pronouncements

On April 22, 2003, the Financial Accounting Standards Board (FASB)
determined that stock-based compensation should be recognized as a
cost in the financial statements of a company, and that such cost be
measured according to the fair-value of the stock options granted.  The
FASB plans to issue an accounting standard relating to this that would
become effective in 2005. The Company will continue to monitor
communications on this subject from the FASB in order to determine
the impact  on the Company's consolidated financial statements.

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 4. Submission of Matters to a Vote of Security-Holders

The Annual Meeting of Stockholders of Research Frontiers
Incorporated was held on June 10, 2004.  Listed below is a summary
of how the 12,097,811 shares voted at the Annual Meeting on the
various proposals voted upon and adopted at the Annual Meeting. For
the election of Victor F. Keen as a Class II member of the Company's
Board of Directors, 11,824,651 shares were voted in favor of election,
and 273,160 votes were withheld. For the election of Albert P.
Malvino as a Class II member of the Company's Board of Directors,
11,854,991 shares were voted in favor of election, and 242,820 votes
were withheld. For the ratification of the appointment of KPMG LLP
as auditors for the 2004 fiscal year, 11,695,301 shares were voted in
favor of appointment, 334,399 shares were voted against, and 68,111
shares abstained from voting.

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: August 9, 2004