SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                              FORM 10-Q/A

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

   For Quarter Ended September 30, 2000    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 10, 2000, there were outstanding 12,168,783 shares
of Common Stock, par value $0.0001 per share.


THE INFORMATION CONTAINED HEREIN HAS BEEN
RESTATED ON MARCH 30, 2001 TO REFLECT A NON-CASH
ACCOUNTING CHARGE RESULTING FROM WARRANTS
GRANTED TO A CONSULTANT IN 1994 TO PURCHASE
25,000 SHARES OF COMMON STOCK.  SUCH WARRANTS
VESTED DURING MARCH OF 2000 (SEE NOTES TO
FINANCIAL STATEMENTS).

                     RESEARCH FRONTIERS INCORPORATED

                             Balance Sheets

                                                    September 30,2000
                    Assets                              (Unaudited)  Dec.31,1999

Current assets:
 Cash  and cash equivalents                          $    9,326,949   8,142,569
 Marketable investment securities-held-to-maturity        7,272,100   1,246,083
 Marketable investment securities-available for sale          7,812          --
 Royalty receivable                                          65,000          --
 Receivable from warrant exercise pending settlement             --     222,549
 Salary advance to officer                                       --      66,445
 Prepaid expenses and other current assets                  114,300      17,491
                   Total current assets                  16,785,461   9,695,137

Fixed assets, net                                           343,950     319,321
Deposits and other assets                                    22,605      22,605

                   Total assets                      $   17,152,016  10,037,063

                   Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                          178,453      158,702
 Deferred revenue                                          137,461       46,154
 Accrued expenses                                           89,775      324,471

                   Total liabilities                       405,689      529,327

Shareholders' equity:
 Capital stock, par value $0.0001 per share;
  authorized 100,000,000 shares, issued and
  outstanding 12,159,583 shares and 11,523,900 shares        1,216        1,152
 Additional paid-in capital                             53,430,075   39,750,276
 Other comprehensive loss                                  (42,188)          --
 Accumulated deficit                                   (36,489,815) (30,090,731)
                                                        16,899,288    9,660,697

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

           Total shareholders' equity                   16,746,327    9,507,736

           Total liabilities and shareholders' equity $ 17,152,016   10,037,063

See accompanying notes to financial statements.



                     RESEARCH FRONTIERS INCORPORATED

                        Statements of Operations

                               (Unaudited)


                            Nine months ended             Three months ended
                        Sept. 30,2000 Sept. 30,1999  Sept. 30,2000 Sept. 30,1999

Fee income              $    298,693       103,750   $     99,959        12,500

Operating expenses         2,501,877     1,168,659        439,139       366,686

Purchase of patents               --       289,177             --            --

Research and development   1,706,344     1,203,722        427,966       391,084

Non-recurring non-cash
 compensation expense      3,133,748            --             --            --

                           7,341,969     2,661,558        867,105       757,770

Operating loss            (7,043,276)   (2,557,808)    (767,146)   (745,270)

Net investment income        644,191       199,515        227,204        73,417

Interest income on note
receivable from officer           --        95,001             --        95,001

Net loss                $ (6,399,085)   (2,263,292)     $(539,942)     (576,852)

Basic and diluted net
loss per common share   $       (.53)         (.21)   $      (.04)         (.05)

Weighted average number of
common shares outstanding 12,073,688    11,018,830     12,175,039    11,156,023

See accompanying notes to financial statements.

                    RESEARCH FRONTIERS INCORPORATED
                       Statements of Cash Flows
                              (Unaudited)

                                                          Nine months ended
                                                    Sept. 30,2000 Sept. 30, 1999

Cash flows from operating activities:
 Net loss                                           $  (6,399,085)   (2,263,292)
 Adjustments to reconcile net loss to net cash
 used in operating activities:
  Depreciation and amortization                            79,740        60,850
  Interest income on officer notes receivable                  --       (95,001)
  Expense relating to issuance of
   contingent performance options                       3,133,748            --
  Expense relating to issuance of stock and
   warrants for services performed                         605,363        12,168
  Revenue relating to marketable securities
   received as license fee                                (50,000)           --
  Cashless exercise of warrants                                --        21,820
  Changes in assets and liabilities:
   Salary advance to officer                               66,445            --
   Royalty receivable                                     (65,000)      (50,000)
   Prepaid expenses and other current assets              (96,809)        5,412
   Deferred revenue                                        91,307       (43,750)
   Accounts payable and accrued expenses                 (214,945)      (34,619)

   Net cash used in operating activities               (2,849,236)   (2,336,412)

Cash flows from investing activities:
 Proceeds from maturity of held-to-maturity
  treasury securities                                   1,246,083     1,189,386
 Purchases of held-to-maturity treasury securities     (7,272,100)   (1,215,795)
 Purchases of fixed assets                               (104,369)      (20,085)
   Net cash used in investing activities               (6,130,386)      (46,494)

Cash flows from financing activities:
 Net proceeds from issuances of common stock           11,464,577     3,479,840
 Repayment of loans to officers                                --       345,000
 Purchase of treasury stock                            (1,301,275)     (165,475)

Net cash provided by financing activities              10,163,302     3,659,365

Net increase in cash and cash equivalents               1,183,680     1,276,459

Cash and cash equivalents at beginning of year          8,142,569     5,403,283

Cash and cash equivalents at end of period          $   9,326,249     6,679,742

Non-cash financing activities:
Principal payment on officer's notes receivable
     by surrendering of common stock                $          --       387,000

See accompanying notes to financial statements.

                RESEARCH FRONTIERS INCORPORATED
                 Notes to Financial Statements
                      September 30, 2000
                          (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, 2000
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 financial statements of the
Company as of December 31, 1999 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 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.

Patent Costs

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

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.

Shareholder's Equity

Issuance of Common Stock

For the nine months ended September 30, 2000, the Company
received $11,464,577 of net cash proceeds from (i) the issuance
of 95,962 shares of common stock issued upon the exercise of
options resulting in net proceeds of $706,299 and (ii) 602,983
shares of common stock issued upon the exercise of warrants
resulting in net proceeds of $10,758,278.  In addition, 3,438
shares were issued to a director in payment of $68,000 in
directors fees.

For the nine months ended September 30, 1999, the Company
received $3,479,840 of net cash proceeds from (i) the issuance
of 51,025 shares of common stock issued upon the exercise of
options resulting in net proceeds of $305,557 and (ii) 373,789
shares of common stock issued upon the exercise of warrants
resulting in net proceeds of $3,174,283.  In addition, 2,850
shares were issued through the cancellation of 33,250 warrants,
resulting in public relations expense of $21,820, and 414 shares
were issued to a director in payment of $3,000 in directors fees.

Treasury Stock
For the nine months ended September 30, 2000, the Company
purchased in the open market and subsequently retired 66,700
shares of treasury stock with an aggregate cost of $1,301,275.
For the nine months ended September 30, 1999, the Company
purchased in the open market and subsequently retired 21,500
shares of treasury stock with an aggregate cost of $165,475.  For
the three months ended September 30, 1999, the Company
received 38,467 shares of common stock as partial payment of
notes receivable from an officer pursuant to a settlement
agreement under which, among other things, the parties agreed
that Jean Thompson and the estate of Robert I. Thompson
would pay the $732,000 in loans made by the Company from
1993 to 1997 by paying the Company $345,000 in cash, and
delivering to the Company for cancellation 38,467 shares of
common stock and options to purchase 181,447 shares of common stock.

Issuance of Warrants
During 1999, the Company issued warrants to purchase 50,000
shares at prices ranging from $9.00 to $21.00 per share in
payment for investor relations services provided to the
Company, which vested 10,000 shares per quarter commencing
on April 1, 1999.  The Company recorded $0 and $9,168 of
expense in connection with the issuance of these warrants
during the three and nine months ended September 30, 2000,
respectively.  No new warrants were issued by the Company during 2000.

Contingent Performance Options
During 1999, the Company granted 237,800 contingent
performance options to employees, which vested only, if a
certain performance milestone in the price of the Company's
common stock was achieved during the second quarter of 2000.
The Company is required to account for these options as a
variable plan under APB Opinion No. 25. Accordingly, from the
point in time that it appears probable that such milestone will be
achieved, the Company is required to recognize non-cash
compensation expense each period from the date of grant
through the vesting date based on the quoted market price of the
stock at the end of each period.  Non-cash compensation
expense recognized during the three and nine months ended
September 30, 2000 in connection with these options was $0
and $3,133,748, respectively, as the applicable milestones for
the vesting of these options were achieved during the second
quarter of 2000.  The charges recorded as a result of the
issuance of these performance options were calculated based
upon changes in the Company's stock price as of the end of each
quarter until the vesting date, and are non-cash accounting charges.

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 Company did not have any foreign
currency translation adjustments, or minimum pension liability
adjustments during 2000 or 1999.  The Company did not have
unrealized gains or losses on marketable securities classified as
available-for-sale during 1999 or the first quarter of 2000, but
did have an unrealized loss on marketable securities classified
as available-for-sale during the second and third quarters of
2000.  Consequently, comprehensive loss equaled the net loss
of $576,852 and $2,263,292 for the three and nine months
ended September 30, 1999, respectively, and was $548,536 and
$6,441,273 for the three and nine months ended September 30,
2000, respectively.

Performance Bonus Plan

In December 1999, the Company's Board of Directors approved
a performance bonus plan which provides for a bonus to be paid
on July 1, 2000 and January 1, 2001 equal to approximately 1%
of the increase, if any, in the Company's market value during the
first and second halves of 2000. Bonuses are capped at a
recipient's salary in the case of employees of the Company, and
are currently capped at $55,000 in the case of non-employee
directors of the Company.  Based on the increase in the
Company's market capitalization for the first half of 2000, the
Company accrued during the first half of 2000 $755,000 in
accordance with the bonus plan of which $277,500 was
included in research and development expense and $477,500
was included in operating expenses.  No bonuses under this
plan were accrued for during the quarter ended September 30,
2000. The bonus was computed based on the caps specified in
the plan.

Vesting of Performance Warrants

The accompanying financial results for the nine months ended
September 30, 2000 have been restated from amounts originally
reported to reflect a non-cash accounting charge of $528,198
($0.04 per basic and diluted share) that occurred in the first
quarter and that resulted in an increase in operating expenses
and net loss in that quarter resulting from warrants granted to a
consultant in 1994 to purchase 25,000 shares of common stock
which only vested when certain performance criteria were met.
Such warrants vested during March of 2000, based upon the
performance criteria being achieved as a result of the Company's
license agreement with Thermoview Industries, Inc.  There was
no effect of this adjustment on the results of operations for the
three months ended September 30, 2000.  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 $528,198 based upon the fair value of such warrants
on the date the warrants vested as determined using a
Black-Scholes option pricing model.  The following summarizes
the impact of the restatement on the balance sheet as of
September 30, 2000 and the statement of operations for the
nine months ended September 30, 2000:

                       Nine Months Ended         Non-Cash          Nine Months
                       September 30, 2000     Accounting Charge   Ended Septem-
                                             for Vested Warrants   ber 30, 2001

                     (as previously reported)                      (as restated)

Operating expenses             1,973,679             528,198          2,501,877

Operating loss                (6,515,078)           (528,198)        (7,043,276)

Net loss                      (5,870,887)           (528,198)        (6,399,085)

Basic and diluted net loss
per common share                    (.49)               (.04)              (.53)


Additional paid-in capital    52,901,877             528,198         53,430,075


Accumulated deficit          (35,961,617)           (528,198)       (36,489,815)


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

Results of Operations for the Nine Month Periods
Ended September 30, 2000 and 1999

The Company's fee income from licensing activities for the first
nine months of 2000 was $298,693 as compared to $103,750
for the first nine months of 1999.

Operating expenses increased by $1,333,218 for the first nine
months of 2000 to $2,501,877 from $1,168,659 for the first nine
months of 1999. This increase was primarily the result of a
non-cash accounting charge of $528,198 relating to the vesting
of warrants based upon performance criteria being achieved, in
which the Company recorded consulting expense of $528,198
based upon the fair value of such warrants on the date the
warrants vested as determined using a Black-Scholes option
pricing model and increased payroll (primarily as a result of
the addition of two new employees during the first quarter of
2000 and the accrual for certain performance bonuses),
marketing, insurance, stock listing fees, depreciation, general
expenses, and travel expenses, offset by lower investor and
public relations expenses, legal and accounting fees.

Research and development expenditures increased by $502,622
to $1,706,344 for the first nine months of 2000 from
$1,203,722 for the first nine months of 1999. This increase was
primarily the result of higher research-related salaries and
performance bonuses, materials costs, patent and depreciation
expenses.

During the first nine months  of 1999, the Company purchased
74 patents and patent applications from Glaverbel S.A. covering
various inventions relating to SPD technology for which a
lump-sum payment of $289,177 was made.  In accordance with
the Company's accounting policy, such amount was expensed.

Operating expenses and research and development expenses
listed above included amounts accrued under a performance
bonus plan of $477,500 and $277,500, respectively.  These
performance bonuses in the amount accrued for were paid by
the Company during the third quarter of 2000 because the
applicable performance milestones were achieved.  In addition
to these performance bonus accruals, the Company also
recorded a non-cash compensation charge of $3,133,748 which
is related to the non-recurring grant of certain contingent
performance options issued to employees and directors during
1999.  Because of the performance milestones which must be
achieved in order for these options to vest (and which in fact
were achieved during the second quarter of 2000), the Company
was required to account for these options as variable plan under
APB Opinion No. 25.  Without taking into account the non-cash
accounting charge associated with the contingent performance
options described above, and the performance warrants described
above, the Company's net loss would have been $2,737,139
($0.23 per share) for the first nine months of 2000 as compared
to $2,263,292 ($0.21 per share) for the first nine months of 1999.

The Company's net gain from its investing activities for the first
nine months of 2000 was $644,191, as compared to a net gain
from its investing activities of $294,516 for the third quarter of
1999 ($199,515 of which was net investment income and
$95,001 was interest income recorded by the Company during
the first nine months of 1999 from the repayment of notes
receivable from one of its officers).  The higher level of net
investment income was primarily due to higher level average
investment balances in the first nine months of 2000 compared
to the first nine months of 1999.

As a consequence of the factors discussed above, the
Company's net loss was $6,399,085 ($0.53 per share) for the
first nine months of 2000 as compared to $2,263,292 ($0.21 per
share) for the first nine months of 1999. Without taking into
account the non-cash accounting charge associated with the
contingent performance options described above, and the
performance warrants described above, the Company's
 net loss would have been $2,737,139 ($0.23 per
share) for the first nine months of 2000 as compared to
$2,263,292 ($0.21 per share) for the first nine months of 1999.

Results of Operations for the Three Month Periods Ended
September 30, 2000 and 1999

The Company's fee income from licensing activities for the
third quarter of 2000 was $99,959 as compared to $12,500 for
the third quarter of 1999.

Operating expenses increased by $72,453 for the third quarter
of 2000 to $439,139 from $366,686 for the third quarter of
1999. This increase was primarily the result of increased payroll
(primarily as a result of the addition of two new employees
during the first quarter of 2000), marketing, insurance,
depreciation, and travel expenses, offset by lower investor and
public relations expenses, legal and accounting fees.

Research and development expenditures increased by $36,882
to $427,966 for the third quarter of 2000 from $391,084 for the
third quarter of 1999. This increase was primarily the result of
higher research-related salaries, patent, insurance, and
depreciation expenses, offset by lower materials costs.

The Company's net gain from its investing activities for the
third quarter of 2000 was $227,204, as compared to a net gain
from its investing activities of $168,418 for the third quarter of
1999 ($73,417 of which was net investment income and
$95,001 was interest income recorded by the Company during
the third quarter of 1999 from the repayment of notes receivable
from one of its officers).  The higher level of net investment
income was primarily due to higher level average investment
balances in the third quarter of 2000 compared to the third
quarter of 1999.

As a consequence of the factors discussed above, the
Company's net loss was $539,942 ($0.04 per share) for the third
quarter of 2000 as compared to $576,852 ($0.05 per share) for
the third quarter of 1999.

Financial Condition, Liquidity and Capital Resources

During the first nine months of 2000, the Company's cash and
cash equivalent balance increased by $1,183,680 principally as
a result of  the $11,464,577 of proceeds received, net of
expenses, from the issuance  of common stock upon the
exercise of options and warrants, offset partially by cash used to
fund the Company's operating activities of $2,849,236, its
investing activities of $6,130,386, and the repurchase and
subsequent retirement of $1,301,275 worth of the Company's
common stock in the open market.  At September 30, 2000, the
Company had working capital of $16,379,762 and its
shareholders' equity was $16,746,327.

In December 1999, the Company's Board of Directors approved
a performance bonus plan which provides for a bonus to be paid
on July 1, 2000 and January 1, 2001 equal to 1% of the
increase, if any, in the Company's market value during the first
and second halves of 2000.  Bonuses are capped at a recipient's
salary in the case of employees of the Company, and are
currently capped at $55,000 in the case of non-employee
directors of the Company.  As noted above, the Company had
accrued $755,000 as of June 30, 2000 towards the payment of these
bonuses.  Performance bonuses in the amount accrued for were
paid by the Company during the third quarter of 2000 because
the applicable performance milestones were achieved. No
further bonuses were accrued during the third quarter of 2000.

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 at least
the next four to five 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.

New Accounting Pronouncements

The Financial Accounting Standards Board has issued
Statement No. 133 related to "Accounting for Derivative
Instruments and Hedging Activities" (Statement 133).
Statement 133 established accounting and reporting standards
for derivative instruments embedded in other contracts, and for
hedging activities.  This statement (as amended by Statement
137) is effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000.  Management of the Company
does not believe that the implementation of Statement 133 (as
amended by Statement 137) will have a significant impact on its
financial position or results of operations.  The Company has no
derivative instruments or hedging activities as defined by
Statement 133.

On December 3, 1999, the Securities and Exchange
Commission (SEC) issued Staff Accounting Bulletin No. 101 -
"Revenue Recognition in Financial Statements" (SAB No. 101).
SAB No. 101 provides the SEC staff's views on the recognition
of revenue including nonrefundable technology access fees
received by companies in connection with research
collaborations with third parties.  SAB No. 101 states that in
certain circumstances the SEC staff believes that up-front fees,
even if nonrefundable, should be deferred and recognized
systematically over the term of the research arrangement.  SAB
No. 101B delayed the implementation date for registrants to
adopt the accounting guidance contained in SAB No. 101 by no
later than the fourth fiscal quarter of the fiscal year beginning
after December 15, 1999 (quarter ending December 31, 2000
for the Company).  Management of the Company does not
believe that applying the accounting guidance of SAB No. 101
will have a material effect on its financial position or results of
operations.

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 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, President and Treasurer
                      (Principal Executive, Financial, and
                           Accounting Officer)

Date: March 30, 2001