SecProbe.io

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							May 19, 2005

via facsimile and U.S. mail

Mr. Joseph M. Harary
Chief Financial Officer
Research Frontiers Inc.
240 Crossways Park Drive
Woodbury, New York  11797-2033

	Re:	Research Frontiers Inc.
		Form 10-K, Filed March 16, 2005
		Form 10-Q, Filed May 9, 2005
		File No. 001-09399

Dear Mr. Harary:

      We have reviewed the above filings and have the following
accounting comments.  Our review has been limited to your
financial
statements and the related disclosures in Management`s Discussion
and
Analysis.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Note 9 - Shareholders` equity

1. We note your disclosure of the Class A and Class B warrants.
It
appears you received $10,000 cash in exchange for the issuance of
the
Class A and B warrants in 1998.  With regard to each class of
warrants, tell us how these warrants were valued, and how you have
accounted for this item in your financial statements.  Please
provide
the reference to the authoritative literature on which you relied
to
account for this item.

2. Tell us how many of each class of warrants are still
outstanding
as of December 31, 2004, and why these equity instruments are not
disclosed on the face of your December 31, 2004 balance sheet and
statement of stockholders` equity.

Closing Comments

      As appropriate, please amend your filing(s) and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of amendment(s) to expedite our review.  Please furnish a
cover letter with your amendment(s) that keys your responses to
our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment(s) and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to the company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filing(s);

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing; and

	the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing(s) or
in
response to our comments on your filing(s).

      You may contact Gay Newberry at (202) 824-5567 or Kim Calder
at
(202) 942-1879 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
942-1870 with any other questions.  Direct all correspondence to
the
following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

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Research Frontiers Inc.
May 19, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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