-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 V2VypQ8cyTbvDmhJxoubzYrGJShcpFbM6Fha0RX9ymA5DKSZnC9UPRvW0itYqmhF
 7FEI0CeHFokK7SY4qfM5JQ==

<SEC-DOCUMENT>0000793524-00-000002.txt : 20000308
<SEC-HEADER>0000793524-00-000002.hdr.sgml : 20000308
ACCESSION NUMBER:		0000793524-00-000002
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20000307

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RESEARCH FRONTIERS INC
		CENTRAL INDEX KEY:			0000793524
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
		IRS NUMBER:				112103466
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		
		SEC FILE NUMBER:	333-65219
		FILM NUMBER:		562482

	BUSINESS ADDRESS:	
		STREET 1:		240 CROSSWAYS PARK DR
		CITY:			WOODBURY
		STATE:			NY
		ZIP:			11797-2033
		BUSINESS PHONE:		5163641902

	MAIL ADDRESS:	
		STREET 1:		240 CROSSWAYS PARK DR
		CITY:			WOODBURY
		STATE:			NY
		ZIP:			11797-2033
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<TEXT>

                                      Registration No.  333-65219
      Filed under Section 424(b)(3) pursuant to Section 424(c)(2)

                      Prospectus Supplement

This prospectus supplement applies to the prospectus dated May
21, 1999 filed as part of the Registration Statement on Form S-3
(Registration No.  333-65219).

When Research Frontiers filed its registration statement of
which this prospectus is a part, we registered a total of
2,331,000 shares of common stock to be sold under this
prospectus. While we are not planning to issue any more stock
than the 2,331,000 shares covered by this prospectus, if we were
to issue all 2,331,000 shares, we would raise more than the $15
million originally estimated in our May 21, 1999 prospectus.
This is because since we originally issued that prospectus,
Research Frontiers and the underwriter, Ailouros Ltd., agreed to
eliminate the $15 per share cap on the exercise price of the class
A warrant, and also the selling price of our common stock has
increased.   The class A warrant has always provided that
Research Frontiers and Ailouros could agree to raise more than
$15 million if we both agreed.  In March 2000, Ailouros and
Research Frontiers agreed that so long as no more than
2,331,000 shares of common stock are issued under the class A
and class B warrants, Research Frontiers may, but will not be
required to, put additional stock to Ailouros under the Class A
warrant beyond the $15 million amount originally committed to
by Ailouros.  The plan of distribution for these shares remain
the same as originally disclosed in our May 21, 1999
prospectus.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
