<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>supps32.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT TO S-3 DATED 12-31-01
<TEXT>
                                      Registration No.  333-65219
      Filed under Section 424(b)(3) pursuant to Section 424(c)(2)

                     Prospectus Supplement #2

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. Although we are not
planning to issue any more stock than the 2,331,000 shares covered by
this prospectus, because the selling price of our common stock has
increased since the class A warrant was issued, we have not issued as
much stock as originally anticipated under the class A warrant held by
Ailouros, Ltd. The class A warrant was originally scheduled to expire
on December 31, 2001.  Because of this, Research Frontiers and the
underwriter, Ailouros Ltd., agreed to extend the expiration date of the
class A warrant until December 31, 2003 and to eliminate the limitation
on Ailouros, Ltd. owning more than 4.9% of the issued and outstanding
stock of Research Frontiers and replace it with a limitation that Ailouros
can not own more than 9.9% of the issued and outstanding stock of
Research Frontiers without Research Frontiers' consent. The plan of
distribution for these shares remains the same as originally disclosed in
our May 21, 1999 prospectus.

</TEXT>
</DOCUMENT>
