10-K/A

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

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

       ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of
           THE SECURITIES AND EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2003 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)

Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of Exchange
Title of Class:                                  on Which Registered:

None                                                        N/A

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $0.0001 Par value
                           (Title of Class)

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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).
Yes [X]   No [   ]

As of October 28, 2004 there were 12,802,059 shares of Common
Stock of Research Frontiers Incorporated outstanding.  The
aggregate market value of the voting and non-voting common
equity held by non-affiliates was $167,334,645 computed in
accordance with the rules of the SEC by reference to the closing
price of the Company  common stock as of June 30, 2003 which
was $13.98.  In making this computation, all shares known to be
owned by directors and executive officers of the Company and
all shares known to be owned by other persons holding in excess
of 5% of the Company's common stock have been deemed held
by affiliates of the Company.  Nothing herein shall prejudice the
right of the Company or any such person to deny that any such
director, executive officer, or stockholder is an  affiliate.



                        EXPLANATORY NOTE

          Research Frontiers Incorporated (the (Company") is filing
this Amendment No. 2 to its Annual  Report on Form 10-K for
the fiscal year ended December 31, 2003 for the sole purpose of
amending and restating Part II, Item 9A to clarify the disclosure
regarding our disclosure controls and procedures and our
internal controls.  Except for the information set forth in this
Amendment No. 2, no other information included in the Company's
original Annual Report  on Form 10-K for the fiscal year ended
December 31, 2003, as amended to date,  is hereby updated
or amended.

Item 9A.         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 fiscal year ending December 31, 2003.  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 December 31, 2003 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 and Chief Executive Officer
            (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 annual report on Form 10-K/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, Chief Operating Officer, Treasurer and
Chief Accounting Officer of Research Frontiers Incorporated ("RFI"
or the "Registrant") certify that:

1.  I have reviewed this annual report on Form 10-K/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 Chief 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 Annual Report
of Research Frontiers Incorporated (the "Company")  on Form 10-
K/A for the fiscal year ended December 31, 2003 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 Annual Report
of Research Frontiers Incorporated (the "Company")  on Form 10-
K/A for the fiscal year ended December 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the
"Report") , I, Joseph M. Harary, President, Treasurer and Principal
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