SecProbe.io

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Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797-2033
Telephone: 516-364-1902
Fax: 516-364-3798

	June 23, 2005

VIA EDGAR

Mr. Gary Newberry
United States Securities and Exchange
Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549-0405

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

Dear Mr. Newberry:

This letter is in response to your comment
letter dated May 19, 2005 (which is
attached).  For convenience, our response is
numbered to correspond to the question
number in your comment letter.

Question No. 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.

The warrants referred to in note 9 were
issued in October 1998.  The Company
reviewed EITF 96-13, "Accounting for Sales
of Call Options or Warrants on Issuer's
Stock with Various Forms of Settlement" to
determine the appropriate accounting.  The
EITF states that the initial balance sheet
classification generally is based on the
normal settlement terms of the agreement.
In the case of the Class A and Class B
warrants, the terms of the agreement
required physical settlement where the buyer
or investor delivers the full stated amount
of cash to the seller and the seller
delivers the full stated number of shares to
the buyer.  In accordance with this
guidance, the warrants were accounted for as
equity instruments.  The equity instruments
were purchased for $10,000 by an unrelated
third party the investor, Ailouros, Ltd.  As
the purchase price of the warrants was
determined in an arms? length transaction
with an unrelated third party, the purchase
price of $10,000 was deemed to be the best
representation of the fair value of the
instruments. The warrants were recorded as
an addition to additional paid-in capital.

Question No.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.

As of December 31, 2004, there were no
shares issuable under the Class A warrant
and 65,500 shares issuable under the Class B
warrant.  The Class B warrant expires on
September 30, 2008.  In accordance with SX,
Rule 4-08(i), the Company disclosed the
title of issue of securities called for by
warrants or rights (common stock), aggregate
amount of securities called for by warrants
or rights outstanding (65,500), date from
which warrants or rights are exercisable
(from October 1, 1998 to September 30,
2008), and the price at which warrant or
right is exercisable ($8.25 per share).   We
are not aware of a requirement to disclose
the equity instruments on the face of the
balance sheet or statements of stockholders'
equity.

Research Frontiers Incorporated hereby
acknowledges that:

1. 	The Company is responsible for the
adequacy and accuracy of the disclosure in
its filings with the Securities and Exchange
Commission;

2.	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

3.	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.

Sincerely,

/s/ Joseph M. Harary

Joseph M. Harary
President, General Counsel and Chief
Financial Officer

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

DIVISION OF
CORPORATE FINANCE

							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 that 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 Gary Newberry at (202)
824-5567 or Kim Calder at (202) 942-1879 if
you have any 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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