10-Q/A

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                        UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          FORM 10-Q/A
                       (Amendment No. 2)

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

For the quarterly period ended March 31, 2004  Commission file number: 1-9399

                RESEARCH FRONTIERS INCORPORATED
   (Exact name of registrant as specified in its charter)


     Delaware                                          11-21003466
(State of incorporation)                            (I.R.S. Employer
                                                     Identification No.)

          240 Crossways Park Drive, Woodbury, NY 11797
  (Address of principal executive offices, including 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  classes of common stock as of the latest practicable date:
As of October 28, 2004, there were outstanding 12,802,059 shares of
Common Stock, par value $0.0001 per share.

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                        EXPLANATORY NOTE

          Research Frontiers Incorporated (the "Company")  is
filing this Amendment No. 2 to its Quarterly Report on Form
10-Q for the quarter ended March 31, 2004 for the sole purpose
of amending and restating Part I, Item 4 to clarify the disclosure
regarding our disclosure controls and procedures and our
internal controls.  Except for the information set forth in this
Amendment No. 1, no other information included in the
Company's original Quarterly Report on Form 10-Q for the
quarter ended March 31, 2004 is hereby updated or amended.

PART I - FINANCIAL INFORMATION

Item 4.          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 March 31, 2004.  Based upon that
evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures
are effective at a reasonable assurance level 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 March 31, 2004 that materially affected, or
are reasonably likely to material affect, our internal
control over financial reporting.


[Remainder of Page Intentionally Left Blank- Exhibits to Follow]

Exhibit List

Number      Exhibit

31.1        Certification of Chairman and Chief Executive
            Officer pursuant to Rule 13a-14(a) or 15d-14(a)
            of the Securities Exchange Act, as amended.

31.2        Certification of President, Treasurer and Chief
            Accounting Officer pursuant to Rule 13a-14(a) or
            15d-14(a) of the Securities Exchange Act, as
            amended.

32.1        Certification of Chairman and Chief Executive
            Officer pursuant to 18 U.S.C. 1350.

32.2        Certification of President, Treasurer and Chief
            Accounting Officer pursuant to 18 U.S.C. 1350.


                           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 thereunto duly authorized.


       RESEARCH FRONTIERS INCORPORATED

       /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: October 28, 2004

EX-31

EXHIBIT 31.1                         CERTIFICATION

    I, Robert L. Saxe, the Chairman and Chief Executive Officer
of Research Frontiers Incorporated ( "RFI" or the "Registrant"),
certify that:

1.  I have reviewed this quarterly report on Form 10-Q/A of RFI;

2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;

4.    The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures
to be designed under my supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;

(b)   Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

(c)   Disclosed in this report any change in the registrant's  internal
control over financial reporting that occurred
during the registrant's  most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's  internal control over financial reporting; and

5.    The registrant's other certifying officer and I have
disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant's  auditors and
the audit committee of the registrant's  board of directors (or
persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to adversely
affect the registrant's  ability to record, process, summarize and
report financial information; and

(b)   Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's  internal control over financial reporting.

Date: October 28, 2004                /s/ Robert L. Saxe
                                       Robert L. Saxe, Chairman and
                                       Chief Executive Officer

EX-31

EXHIBIT 31.2                         CERTIFICATION

    I, Joseph M. Harary, President, Treasurer and Chief
Accounting Officer of Research Frontiers Incorporated ("RFI" or
the "Registrant") certify that:

1.  I have reviewed this quarterly report on Form 10-Q/A of RFI;

2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;

4.    The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures
to be designed under my supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;

(b)   Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

(c)   Disclosed in this report any change in the registrant's  internal
control over financial reporting that occurred
during the registrant's  most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's  internal control over financial reporting; and

5.    The registrant's other certifying officer and I have
disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant's  auditors and
the audit committee of the registrant's  board of directors (or
persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to adversely
affect the registrant's  ability to record, process, summarize and
report financial information; and

(b)   Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's  internal control over financial reporting.

Date: October 28, 2004                /s/ Joseph M. Harary
                                       Joseph M. Harary, President,  Treasurer
                                       and Principal Accounting Officer

EX-32

EXHIBIT 32.1


            CERTIFICATION BY CHIEF EXECUTIVE OFFICER
              PURSUANT TO 18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
                      SECTION 906 OF THE
                   SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 2 to the Quarterly
Report of Research Frontiers Incorporated (the Company)  on
Form 10-Q/A for the quarterly period ending March 31, 2004 as
filed with the Securities and Exchange Commission on the date
hereof (the Report), I, Robert L. Saxe, Chairman and Chief
Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the issuer.


/s/  Robert L. Saxe
     Robert L. Saxe
     Chairman and Chief
     Executive Officer
     October 28, 2004

EX-32

EXHIBIT 32.2

                   CERTIFICATION PURSUANT TO
                    18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
                      SECTION 906 OF THE
                   SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 2 to the Quarterly
Report of Research Frontiers Incorporated (the "Company")  on
Form 10-Q/A for the quarterly period ending March 31, 2004 as
filed with the Securities and Exchange Commission on the date
hereof (the "Report") , I, Joseph M. Harary, President, Treasurer
and Chief Accounting Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the issuer.


/s/  Joseph M. Harary
     Joseph M. Harary
     President, Treasurer and Chief Accounting Officer
     October 28, 2004