<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>proxy2001-nt5.txt
<DESCRIPTION>JUNE 14, 2001 ANNUAL MEETING PROXY STATEMENT
<TEXT>

                             SCHEDULE 14A
                            (Rule 14a-101)
                INFORMATION REQUIRED IN PROXY STATEMENT
                       SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the
                 Securities and Exchange Act of 1934

Filed by the Registrant  [ X  ]
Filed by a Party other than the Registrant  [    ]

Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                   RESEARCH FRONTIERS INCORPORATED
        (Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction applies:
     (2)  Aggregate number of securities to which transaction applies:
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on
          which the filing fee is calculated and state how it was determined):
     (4)  Proposed maximum aggregate value of transaction:
     (5)  Total fees paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
    Exchange Act Rule 0-11(a)(2) and identify the filing for which the
    offsetting fee was paid previously.  Identify the previous filing by
    registration statement number, or the Form or Schedule and the date of
    its filing.

     (1)  Amount Previously Paid:
     (2)  Form, Schedule or Registration Statement No.:
     (3)  Filing Party:
     (4)  Date Filed:
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                    June 14, 2001


To the Stockholders of Research Frontiers Incorporated:

     Notice is hereby given that the Annual Meeting of Stockholders
of Research Frontiers Incorporated (the "Company") will be held at the
Fox Hollow Inn, 7725 Jericho Turnpike, Woodbury, New York 11797,
on June 14, 2001 at 11:00 A.M., local time, for the following purposes:

     1.  To elect one Class II director;

     2.  To ratify the selection of KPMG LLP as independent auditors
of the Company for the fiscal year ending December 31, 2001;

     3.  To adopt an amendment to the Research Frontiers Incorporated
1998 Stock Option Plan which has been approved by the Board of
Directors of the Company to increase the number of shares which may
be issued upon the exercise of options and other awards granted under
the 1998 Stock Option Plan by 600,000 shares of Common Stock of
the Company; and

     4.  To transact such other business as may properly come before
the meeting or any adjournments thereof.

     The Board of Directors has fixed the close of business on April
18, 2001 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting or any adjournments
thereof.

     Management requests all stockholders to sign and date the
enclosed form of proxy and return it in the postage paid, self-addressed
envelope provided for your convenience. Please do this whether or not
you plan to attend the meeting. Should you attend, you may, if you
wish, withdraw your proxy and vote your shares in person.

                            By Order of the Board of Directors,


                            VICTOR F. KEEN, Secretary

Woodbury, New York
April 30, 2001
<PAGE>
        RESEARCH FRONTIERS INCORPORATED

                         PROXY STATEMENT

        ANNUAL MEETING OF STOCKHOLDERS
                   To be held Thursday, June 14, 2001


     This Proxy Statement is furnished by the Board of Directors
of Research Frontiers Incorporated (the "Company") in connection
with the solicitation of proxies to be voted at the Annual Meeting
of Stockholders which will be held at the Fox Hollow Inn, 7725
Jericho Turnpike, Woodbury, New York 11797, on June 14, 2001,
at 11:00 A.M., local time, and all adjournments thereof.

     Any stockholder giving a proxy will have the right to revoke
it at any time prior to the time it is voted. A proxy may be revoked
by written notice to the Company, Attention: Secretary, by
execution of a subsequent proxy or by attendance and voting in
person at the Annual Meeting of Stockholders. Attendance at the
meeting will not automatically revoke the proxy. All shares
represented by effective proxies will be voted at the Annual
Meeting of Stockholders, or at any adjournment thereof. Unless
otherwise specified in the proxy, shares represented by proxies
will be voted (i) for the election of the nominee for director listed
below, (ii) for the ratification of the selection of the independent
auditors, and (iii) for adoption of the proposed amendment to the
Company's 1998 Stock Option Plan. The cost of proxy
solicitations will be borne by the Company. In addition to
solicitations of proxies by use of the mails, some officers or
employees of the Company, without additional remuneration, may
solicit proxies personally or by telephone. The Company will also
request brokers, dealers, banks and their nominees to solicit
proxies from their clients, where appropriate, and will reimburse
them for reasonable expenses related thereto.

     The Company's executive offices are located at 240
Crossways Park Drive, Woodbury, New York 11797-2033. On or
about April 30, 2001 this Proxy Statement and the accompanying
form of proxy together with a copy of the Annual Report of the
Company for the year ended December 31, 2000, including
financial statements, are to be mailed to each stockholder of record
at the close of business on April 18, 2001.

                        VOTING SECURITIES

     Only stockholders of record at the close of business on April
18, 2001 are entitled to vote at the meeting. As of April 18, 2001,
the Company had issued and outstanding and entitled to vote
12,033,083 shares of common stock, par value $0.0001 per share
(the "Common Stock"), the Company's only class of voting
securities outstanding. Each share of Common Stock entitles the
holder thereof to one vote. The majority of all the outstanding
shares of Common Stock will constitute a quorum at the meeting.
A shareholder voting either in person or through a proxy who
abstains with respect to a matter being voted upon is considered to
be present and entitled to vote on such matter at the meeting, and
is in effect a negative vote upon such matter, but a shareholder
(including a broker) who does not give authority to a proxy to
vote, or withholds authority to vote, on a matter shall not be
considered present and entitled to vote on the matter.

     The following table sets forth certain information with respect
to those persons or groups known to the Company who
beneficially own more than 5% of the Company's Common Stock,
and for all directors and executive officers of the Company
individually and as a group.


                                            Total               Exercisable
Name of                             Beneficial         Warrants       Percent
Beneficial Owner             Ownership(1)  and Options  of Class

Robert L. Saxe . . . . . . . . .      1,433,992(2)    922,725     11.07
  19 East 80th Street
  New York, NY  10021
Joseph M. Harary . . . . . . .       525,074(3)     477,200       4.20
Bernard D. Gold. . . . . . . . .      503,988(4)     165,625       4.13
Robert M. Budin. . . . . . . . .      187,932(5)     158,875       1.54
All directors and officers
 as a group (4 persons). .  2,650,986(6)  1,724,425     19.27

(1) All information is as of April 18, 2001 and was determined in
   accordance with Rule 13d-3 under the Securities Exchange
  Act of 1934 based upon information furnished by the persons
 listed or contained in filings made by them with the Securities
 and Exchange Commission or otherwise known to the
Company.  Unless otherwise indicated, beneficial ownership
disclosed consists of sole voting and dispositive power.
Shares of Common Stock of the Company acquired by
officers, directors and employees through the exercise of
    stock options or otherwise are subject to restrictions on their
    transfer, including restrictions imposed by applicable
    securities laws, as well as additional restrictions imposed by
    the Company in accordance with written agreements and
    policy statements.

    (2) Includes (i) 1,687 shares of Common Stock owned by Mr.
    Saxe's wife, Marie Saxe; (ii) 70,136 shares owned by a trust
    u/w Leonard S. Saxe for which Mr. Saxe serves as a co-
    trustee, and has a beneficial interest in one-half of the income
    from such trust; and (iii) 11,250 shares of Common Stock
    owned by a trust for the children of the late George Backer
    and certain others for which Mr. Saxe serves as sole trustee.
    Mr. Saxe disclaims beneficial ownership to all securities
    described in items (i) and (iii) above.

    (3) Includes 500 shares of Common Stock owned by Mr.
    Harary's minor children, as to which shares Mr. Harary
    disclaims beneficial ownership.

    (4) Includes (i) 49,217 shares of Common Stock owned by
    Denise Gold, Dr. Gold's wife; and (ii) 6,187 shares of
    Common Stock which Dr. Gold owns jointly with his wife.
    Dr. Gold disclaims beneficial ownership to all securities
    owned by his wife.

    (5) Includes 712 shares of Common Stock owned by McLafs Jr.
    Investment Club over which Mr. Budin has the sole
    dispositive power.

    (6) Includes the securities described above in footnotes (2)
    through (5).

                      ELECTION OF DIRECTORS
                                     (Item 1)

    Pursuant to the Company's By-Laws, four Directors
constitute the entire Board of Directors of the Company.  The
Board of Directors is divided into three classes, as nearly equal in
number as possible.  Each class serves three years, with the terms
of office of the respective classes expiring in successive years.
The term of office of the director in Class II expires at the 2001
Annual Meeting of Stockholders.  The Board of Directors proposes
that the nominee described below be elected to hold office for a
three-year term expiring at the 2004 Annual Meeting of
Stockholders, and until the election and qualification of his
respective successor. If no other choice is specified in the
accompanying proxy, the persons named therein have advised
management that it is their present intention to vote the proxy for
the election of the nominee set forth below. Each of the members
of the Board of Directors of the Company, including the nominee
listed below, is presently a director of the Company, and was
elected to such office by the stockholders of the Company.  Should
any nominee become unable to accept nomination or election, it is
intended that the persons named in the accompanying proxy will
vote for the election of such other person as management may
recommend in the place of such nominee. There is no indication
at present that the nominee will be unable to accept nomination.

    The following biographical information is provided with
respect to each director:

                  Director Standing for Election

Bernard D. Gold

Dr. Gold, age 69, has been a director of the Company since June
1991.  Dr. Gold  has been an oral and maxillofacial surgeon in
private practice since 1960, and retired from his practice in 1994.
He is also an assistant professor of oral surgery at Columbia
University School of Dental and Oral Surgery in New York, New
York, and retired in 1993 as the director of oral and maxillofacial
surgery at Kings County Hospital Center in Brooklyn, New York.

                  Directors Continuing in Office

Class I - Term Expires at the 2003 Annual Meeting of Stockholders

Joseph M. Harary

Mr. Harary, age 40, became Vice President and General Counsel
to the Company in April 1992 and has been a director of the
Company since February 1993.   In December 1999, Mr. Harary
was promoted to the position of Executive Vice President and
General Counsel.  Mr. Harary has been counsel to the law firm of
Eiseman, Levine, Lehrhaupt &  Kakoyiannis, New York, New
York, since 1992.  Mr. Harary was associated with the law firm of
Howard, Darby & Levin from 1990 to 1992, and with the law firm
of Kronish, Lieb, Weiner & Hellman from 1986 to 1990.  Mr.
Harary graduated Summa Cum Laude from Columbia College in
1983 with an A.B. degree in economics, and received a Juris
Doctor degree from Columbia Law School in 1986.  Prior to
attending law school, Mr. Harary was an economist with the
Federal Reserve Bank of New York.

Class III - Term to Expire at the 2002 Annual Meeting of  Stockholders

Robert L. Saxe

Mr. Saxe, age 65, is a founder of the Company and has been
Chairman of the Board of Directors of the Company since its
inception in 1965, and President and Treasurer since October
1966. He graduated from Harvard College in 1956 with an A.B.
degree, Cum Laude in General Studies (with a major in physics).
Mr. Saxe also received an M.B.A. degree from Harvard Business
School in 1960.

Robert M. Budin

Mr. Budin, age 68, has been a director of the Company since 1987.
Mr. Budin was a Senior Vice President of Harold C. Brown & Co.,
Inc. until his retirement in 1990. Mr. Budin was a stockbroker and
had been employed at Harold C. Brown & Co., Inc. since 1963.

    The Board of Directors has an Audit Committee and
Executive Committee, but does not have a nominating or
compensation committee.  The Board of Directors' Executive
Committee is composed of Robert L. Saxe, Joseph M. Harary and
Robert M. Budin.  Robert M. Budin and Bernard D. Gold served
on the Audit Committee in 2000.  The Audit Committee reviews
and reports to the Board of Directors with respect to various
auditing and accounting matters, including the nomination of the
Company's independent public accountants, the scope of audit
procedures, general accounting policy matters, and the
performance of the Company's independent public accountants.
During 2000, the Company's Board of Directors met four times
and acted by written consent once, and the Board's Audit
Committee met four times. No incumbent director failed to attend
any meetings of the Board of Directors during 2000. Biographical
information for the Company's executive officers, Robert L. Saxe
and Joseph M. Harary, is provided above.

    The Board of Directors recommends a vote FOR election
of the nominee listed above and it is intended that proxies not
marked to the contrary will be so voted.  Election of such
nominee requires the affirmative vote of the holders of a
plurality of the shares of the Company's Common Stock
present, or represented, and entitled to vote at the Annual
Meeting.

        INDEPENDENT PUBLIC ACCOUNTANTS
                                      (Item 2)

    The Board of Directors has appointed the firm of KPMG LLP
to serve as independent auditors for the fiscal year ending
December 31, 2001.  KPMG LLP has served as the Company's
independent auditors for many years and is considered by
management to be well-qualified.  Fees for the last annual audit
were approximately $40,000, and all other fees (as a result of  tax
consultation) were approximately $10,500.  The Company's Audit
Committee has considered and concluded that KPMG LLP's
provision of these non-audit services was compatible with the
auditors' independence. Representatives of KPMG LLP are
expected to attend the meeting, will have the opportunity to make
a statement should they desire to do so, and are expected to be
available to respond to appropriate questions. The Board of
Directors unanimously recommends a vote FOR ratification of
the selection of the accounting firm of KPMG LLP as
independent auditors of the Company for the fiscal year
ending December 31, 2001. The ratification requires a majority
vote of those shares of Common Stock represented and eligible
to vote at the 2001 Annual Meeting of Stockholders.

                      Audit Committee Report

    The following Audit Committee Report does not constitute
soliciting material and should not be deemed filed or incorporated
by reference into any other Company filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except to the
extent the Company specifically incorporates this Report by
reference therein.

    During fiscal 2000, the Audit Committee of the Board of
Directors developed a written charter for the Committee that was
approved by the Board of Directors.  The complete text of the
charter is reproduced in the appendix to this Proxy Statement.

    The Audit Committee of the Board is responsible for
providing independent, objective oversight of the Company's
accounting functions and internal controls.  Management is
responsible for the Company's internal controls and financial
reporting process.  The independent accountants are responsible
for performing an independent audit of the Company's
 financial statements in accordance with generally
accepted auditing standards and to issue a report thereon.  As set
forth in more detail in the charter, the Audit Committee's
responsibility is to monitor and oversee the processes.

    In connection with these responsibilities, the Audit
Committee met with management and the Company's independent
auditors, KPMG LLP, to review and discuss all financial
statements included in the Company's quarterly and annual reports
for the fiscal year ended December 31, 2000 (the "Financial
Statements") prior to their issuance and to discuss significant
accounting issues.  Management has advised us that the Financial
Statements were prepared in accordance with generally accepted
accounting principles, and the Committee discussed the Financial
Statements with both management and the independent auditors.
Our review included discussions with the independent auditors of
matters required to be discussed by the Statement on Auditing
Standards No. 61 (communication with Audit Committees).

    The Audit Committee also received written disclosures from
the independent accountants required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Audit Committee discussed with the
independent accountants that firm's independence.

    Finally, the Audit Committee continued to monitor the
integrity of the Company's financial reporting processes and its
internal procedures and controls.

    Based upon the Audit Committee's discussions with
management and the independent accountants and the Audit
Committee's review of the representations of management and the
independent accountants, the Audit Committee recommended to
the Board of Directors that the Company's audited financial
statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2000, for filing with
the Securities and Exchange Commission.

                             Members of the Audit Committee


                             Robert M. Budin (Chairman)
                             Bernard D. Gold

ADOPTION OF AMENDMENT TO 1998 STOCK OPTION PLAN
                                              (Item 3)

    On June 11, 1998, the stockholders of the Company adopted
a stock option plan entitled the "1998 Stock Option Plan" (the
"1998 Plan") which provides for the granting of both incentive
stock options at the fair market value at the date of grant and
nonqualified stock options at or below the fair market value at the
date of grant to employees or non-employees who, in the
determination of the Board of Directors, have made or may make
significant contributions to the Company in the future.  The
Company may also award stock appreciation rights or restricted
stock under this plan.  The purpose of the 1998 Plan is to afford an
incentive to executive officers, other employees and non-employee
directors and consultants of the Company to acquire a proprietary
interest in the Company, to continue as employees or
non-employee directors (as the case may be), to increase their
efforts on behalf of the Company and to promote the success of the
Company's business. To further such purposes, stock options,
stock appreciation rights and restricted stock may be granted
pursuant to the 1998 Plan.  The Board of Directors believes that
the granting of stock options under the 1998 Plan will promote
continuity of management,  help attract new employees, and
encourage employees, directors and officers, to increase their stock
ownership in the Company and give an increased incentive and
personal interest in the welfare of the Company by those who are
or may become primarily responsible for shaping and carrying out
the long range plans of the Company and securing its continued
growth, development and financial success.

    Currently awards for only 12,872 shares of common stock
were available for issuance under the Company's stock option
plans. Additional shares of Common Stock must be available for
issuance under the 1998 Plan if the 1998 Plan is going to continue
to be a meaningful way to attract and retain key personnel of the
Company and accomplish the other purposes set forth above. The
proposed amendment to the 1998 Plan would add an additional
600,000 shares to the 1998 Plan, which represents less than 5% of
the outstanding common stock as of the record date.

      FEDERAL INCOME TAX ASPECTS OF AWARDS
                           UNDER THE 1998 PLAN

    The following is a brief summary of the federal income tax
consequences of awards made under the 1998 Plan based upon the
federal income tax laws in effect on the date hereof. This summary
is not intended to be exhaustive, and does not describe state or
local tax consequences.

Incentive Stock Options.  No regular taxable income is realized by
the participant upon the grant or exercise of an incentive stock
option ("ISO"). However, a tax preference item under the
Alternative Minimum Tax would be generated upon exercise of
the ISO. If a participant does not sell the stock received upon the
exercise of an ISO ("ISO Shares") for at least two years from the
date of grant and within one year from the date of exercise, when
the shares are sold any gain (loss) realized will be long term or
short term capital gain (loss) depending upon the actual holding
period. In such circumstances, no deduction will be allowed to the
Company for federal income tax purposes.  If ISO Shares are
disposed of prior to the expiration of either of the holding periods
described above, the participant generally will realize ordinary
income at that time equal to the excess, if any, of the fair market
value of the shares at exercise (or, if less, the amount realized on
the disposition of the shares) over the price paid for such ISO
Shares. The Company will be entitled to deduct any such
recognized amount. Any further gain or loss realized by the
participant will be taxed as short term or long term capital gain or
loss. Subject to certain exceptions for disability or death, if an ISO
is exercised more than three months following the termination of
the participant's employment, the option will generally be taxed as
a non-qualified stock option.

Non-Qualified Stock Options.  No income is realized by the
participant at the time a non-qualified stock option is granted.
Generally upon exercise of a non-qualified stock option, the
participant will realize ordinary income in an amount equal to the
difference between the price paid for the shares and the fair market
value of the shares on the date of exercise. The Company will be
entitled to a tax deduction in the same amount. Any appreciation
(or depreciation) after the date of exercise will be either short term
or long term capital gain (or loss), depending upon the length of
time that the participant has held the shares.

Stock Appreciation Rights.  No income will be realized by a
participant in connection with the grant of an SAR. When the SAR
is exercised, the participant will generally be required to include
as taxable ordinary income in the year of exercise an amount equal
to the amount of cash and/or the fair market value of any shares
received. The Company will be entitled to a deduction at the time
and in the amount included in the participant's income by reason
of the exercise. If the participant receives common stock upon
exercise of an SAR, the post-exercise appreciation or depreciation
will be treated in the same manner discussed above under
Non-Qualified Stock Options.

Restricted Stock.  A participant receiving restricted stock generally
will recognize ordinary income in the amount of the fair market
value of the restricted stock at the time the stock is no longer
subject to forfeiture, less any consideration paid for the stock. The
Company will be entitled to a deduction at the same time and in
the same amount. The holding period to determine whether the
participant has long term or short term capital gain or loss on a
subsequent sale generally begins when the stock is no longer
subject to forfeiture, and the participant's tax basis for such shares
will generally equal the fair market value of such shares on such
date. However, a participant may elect, under Section 83(b) of the
Internal Revenue Code, within 30 days of the grant of the stock, to
recognize taxable ordinary income on the date of grant equal to the
excess of the fair market value of the shares of restricted stock
(determined without regard to the restrictions) over the purchase
price of the restricted stock. By reason of such an election, the
participant's holding period will commence on the date of grant
and the participant's tax basis will be equal to the fair market value
of the shares on that date (determined without regard to
restrictions). Likewise, the Company generally will be entitled to
a deduction at that time in the amount that is taxable as ordinary
income to the participant. If shares are forfeited after making such
an election, the participant will be entitled to a deduction, refund,
or loss for tax purposes only in an amount equal to the purchase
price of the forfeited shares regardless of whether he made a
Section 83(b) election.

    The Board of Directors recommends a vote FOR approval
of the amendment to the 1998 Plan and it is intended that
proxies not marked to the contrary will be so voted.  Approval
of the amendment to the 1998 Plan requires the affirmative
vote of the holders of a majority of the shares of the
Company's Common Stock present, or represented, and
entitled to vote at the Annual Meeting.

                      EXECUTIVE COMPENSATION

    The following table sets forth information regarding all cash
compensation paid by the Company and stock options granted
during the fiscal years indicated to Robert L. Saxe, the Company's
chief executive officer, and to each of the Company's executive
officers during the past fiscal year.


Name of Executive and                         Other Annual      Number of Stock
Principal Positions       Year   Salary  Compensation(1)Options Awarded
Robert L. Saxe,              2000  $370,000  $ 465,615                    96,000
Director, Chairman of   1999  $333,621  $   34,618                  240,000
the Board, President     1998  $322,911  $ 101,006                 240,000
and Treasurer

Joseph M. Harary,          2000  $275,000   $366,154                  56,000
Director, Executive Vice 1999  $252,342   $  43,665                130,000
President and General  1998  $230,319  $109,905                166,500
Counsel and Assistant Secretary

(1)  Consists of the payment of accrued but unused vacation, and a
performance bonus which was paid during 1998, 1999 and 2000.

                 Report on Executive Compensation

    The compensation of executive officers of the Company,
including the Company's chief executive officer, is determined by
the Company's entire Board of Directors whose names are listed
below at the end of this report.  The salaries of all executive
officers are reviewed at least twice annually by the Board.
Numerous factors are reviewed in determining compensation
levels.  These factors include: the compensation levels of
executive officers with comparable experience and qualifications,
compensation levels at comparable companies, individual and
Company performance, past compensation levels, years of service,
performance of the Company's stock,  and other relevant
considerations.  The Company's goal is to set salary levels
somewhat below those received by executives at other companies
with comparable experience and qualifications, and to supplement
such compensation with the grant of stock options and
performance-based bonuses.  This approach is designed to more
closely align total executive compensation with the long-term
performance of the Company and enable all employees of the
Company to participate in the Company's growth.  Through
ownership of stock options, the executive is rewarded if the
Company's stockholders receive the benefit of appreciation of the
price of the Company's Common Stock.  Because the Company
believes that its success is dependent upon the coordinated efforts
of all of its employees, and that teamwork is essential in further
developing the Company's technology and meeting the
expectations of the Company's licensees and stockholders, all
current employees of the Company were granted stock options
since the beginning of the past fiscal year.

    In December 1999, the Company's Board of Directors
approved a performance bonus plan which provides for a bonus to
be paid on July 1, 2000 and January 1, 2001 equal to 1% of the
increase, if any, in the Company's market value during the first
and second halves of 2000.  Bonuses are capped at a recipient's
salary in the case of employees of the Company, and are currently
capped at $56,100 in the case of non-employee directors of the
Company. The expense recorded in connection with this bonus
plan was $755,000 during 2000.  In December 2000, the Company's
Board of Directors approved a similar bonus plan for  2001.

    The Board of Directors and the stockholders have adopted
two stock option plans which remain in effect.  The purpose of
these stock option plans is to attract key employees, officers and
directors and to encourage their continued employment and
services and their increased stock ownership in the Company.  The
Board of Directors believes that the granting of stock options
under these stock option plans will promote continuity of
management, and will result in the increased incentive and
personal interest in the welfare of the Company by those who are
or may become primarily responsible for shaping and carrying out
the long range plans of the Company and securing its continued
growth, development and financial success.  Currently awards for
12,872 shares of common stock were available for issuance under
the Company's stock option plans.  If any options expire or
terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto will again be available for
issuance under these stock option plans.

    The Company's stock option plans are administered by a
committee of at least two directors who are not officers and
employees of the Company (the "Administrators").  Currently the
Administrators consist of Mr. Budin and Dr. Gold, who serve as
members of the Company's Stock Option Committee.  Options
which qualify as Incentive Stock Options ("ISO's") under the
Internal Revenue Code of 1986, as amended (the "Code"), and
non-qualifying options ("NQSO's") may be issued under the
Company's 1992 Stock Option Plan and the Company's 1998
Stock Option Plan. Also stock appreciation rights and restricted
stock may be awarded under the Company's 1998 Stock Option
Plan, although there have been no awards of stock appreciation
rights and restricted stock under such plan to date.  The  number
of options to be granted under these stock option plans are
determined by the Administrators in their discretion.

    The purchase price of Common Stock subject to each option
issued under these stock option  plans will be determined by the
Board of Directors or the Administrators, as the case may be, but
in the case of an ISO may not be less than (i) the fair market value
of the Common Stock subject to the option on the date of grant or
(ii) in the case of an option granted to an employee who, at the
time the option is granted, owns (within the meaning of the Code)
more than 10% of the total combined voting power of all classes
of stock of the Company, 110% of the fair market value of the
Common Stock subject to the option on the date of grant.  Options
under these stock option plans may be exercised in the manner and
at such times fixed by the Board of Directors, but may not be
exercised for a term of more than 10 years, or for a term of five
years in the case of an employee who, at the time an ISO is
granted, owns (within the meaning of the Code) more than 10% of
the total combined voting power of all classes of stock of the
Company.  In no event may ISO's exercisable for stock having an
aggregate fair market value of $100,000 (together with all ISO's
granted under any other stock option) be granted which first
become exercisable in any one calendar year.  Options are not
transferable except by will or intestacy on the death of the
optionee.  In general, ISOs terminate when an optionee ceases to
be employed by the Company or within a specified period after the
termination of such employment depending upon the reason for
such termination.

                             BOARD OF DIRECTORS:
                             Robert M. Budin
                             Bernard D. Gold
                             Joseph M. Harary
                             Robert L. Saxe

Employment Arrangements

    The Company entered into an employment agreement with
Mr. Robert L. Saxe which automatically renews itself for
successive one-year terms unless either the Company or Mr. Saxe
gives the other at least 90 days prior written notice of the intention
not to renew the employment agreement.  Pursuant to that
agreement, Mr. Saxe received an annual base salary from the
Company of $370,000 during 2000 and will receive an annual base
salary of $377,400 through December 31, 2001. The Board of
Directors may, in its discretion, authorize a higher salary for Mr.
Saxe.  Pursuant to his employment agreement, Mr. Saxe has
agreed not to compete with the Company for a period of two years
following the termination of his employment thereunder.  The
Company maintains key-man life insurance on the life of Mr. Saxe
in the amount of $500,000.

                  Stock Options Granted in 2000

     The following table sets forth information regarding all grants
of options to the individuals named in the executive compensation
table appearing on page 8 during the fiscal year ended December
31, 2000, and the potential realizable value of such options using
a 5% and 10% assumed annual rate of appreciation in the price of
the Company's Common Stock.  The particular assumed annual
rates of stock price appreciation used in this table are specified
under the rules and regulations of the Securities and Exchange
Commission and are not necessarily indicative of future stock
price performance or the Company's projections thereof.  Over a
ten-year option term, the corresponding increase in the Company's
market capitalization over the same period would be (a)
$133,208,971 with an assumed 5% annual rate of stock
appreciation, and (b) $337,577,687 with an assumed 10% annual
rate of stock appreciation.  None of the options listed below for
each of Mr. Saxe and Mr. Harary were exercisable during 2000
and only became exercisable on January 1, 2001.

                          Percent                           Potential Realizable
                          of Total                            Value at Assumed
                          Options                              Annual Rates of
                          Granted                                 Stock Price
                 Number of  to      Exercise                   Appreciation for
                  Options  Employees Price     Expiration         Term of Option
Name    Granted  in 2000   Per Share Date        5% ($)     10% ($)

R. Saxe  48,000   23.02%  $14.46875 October 11,2010 $436,767   $1,106,854
R. Saxe  48,000  23.02%   $19.00000 December14,2010 $573,552 $1,453,493
J. Harary 28,000  13.43%   $14.46875 October 11,2010   $254,781  $   645,665
J. Harary 28,000  13.43%   $19.00000 December 14,2010 $334,572 $  847,871

      Stock Options Exercised in 2000 and Year-End Option Values

     The following table sets forth information regarding all
exercises of options by the individuals named in the executive
compensation table appearing on page 8 during the fiscal year
ended December 31, 2000 and the value of options realized upon
exercise, and of unexercised options held by such persons on
December 31, 2000, measured in terms of the average trading price
of the Company's Common Stock on the date of exercise and on
the last trading day of the year, respectively.  A total of 1,653,001
stock options issued by the Company were exercisable at year-end.
                                  Number of           Value of Exerci-
                                   Exercisable       sable In-the-Money
                 Number of               Options which         Options which
          Shares Acquired  Value    Remain Unexercised  Remain Unexercised
Name         on Exercise    Realized  at Dec. 31,2000     at Dec. 31, 2000

R. Saxe             --       $               --       826,725        $ 7,930,769
J. Harary  48,687      $ 1,136,678      421,200        $ 3,953,894

                     Stock Price Performance

     The following table sets forth the range of the high and low
selling prices (as provided by the National Association of
Securities Dealers) of the Company's common stock for each
quarterly period within the past two fiscal years:

          Quarter Ended                            Low            High
          March 31, 1999                          6.7500        11.0000
          June 30, 1999                            6.8750        10.0000
          September 30, 1999                 9.0625        13.5625
          December 31, 1999                  8.5000        15.4375
          March 31, 2000                        14.6250        40.0000
          June 30, 2000                            9.6875         32.0000
          September 30, 2000               14.7500        31.7500
          December 31, 2000                13.7500        22.4375

                    These quotations may reflect inter-dealer prices, without
          retail mark-up, mark-down, or commission, and may not
          necessarily represent actual transactions.



     The following graph compares the total returns (assuming
reinvestment of dividends) on $100 invested on December 31,
1995 in the Company's Common Stock (REFR), the NASDAQ
Composite (U.S.) Stock Index, and the NASDAQ Electronic
Component Stock Index.  The stock price performance shown on
the graph below reflects historical data provided by the National
Association of Securities Dealers, Inc. and is not necessarily
indicative of future price performance.

[graph with the following data points]

Date      Index       Index     Index
       U.S. NASDAQ Electronics REFR Ask

12/29/95  $100.00   $100.00   $100.00
01/31/96  $100.50   $99.96    $106.25
02/29/96  $104.33   $104.30   $97.50
03/29/96  $104.68   $99.38    $91.25
04/30/96  $113.35   $116.42   $100.00
05/31/96  $118.55   $123.63   $97.50
06/28/96  $113.21   $113.57   $78.75
07/31/96  $103.14   $110.04   $77.50
08/30/96  $108.93   $118.03   $86.25
09/30/96  $117.25   $137.71   $90.00
10/31/96  $115.94   $147.93   $76.25
11/29/96  $123.13   $171.60   $78.75
12/31/96  $123.03   $173.20   $77.50
01/31/97  $131.76   $206.16   $85.00
02/28/97  $124.46   $182.30   $66.25
03/31/97  $116.35   $174.53   $61.25
04/30/97  $119.97   $189.15   $61.25
05/30/97  $133.56   $195.47   $62.50
06/30/97  $137.67   $186.59   $61.25
07/31/97  $152.17   $234.21   $86.25
08/29/97  $151.95   $239.78   $102.50
09/30/97  $160.95   $242.21   $98.75
10/31/97  $152.57   $202.60   $90.00
11/28/97  $153.37   $201.66   $83.75
12/31/97  $150.68   $181.57   $76.25
01/30/98  $155.45   $202.12   $67.50
02/27/98  $170.06   $224.80   $92.50
03/31/98  $176.35   $199.79   $80.00
04/30/98  $179.33   $210.12   $71.25
05/29/98  $169.36   $183.08   $70.00
06/30/98  $181.20   $184.79   $63.13
07/31/98  $179.08   $200.22   $60.00
08/31/98  $143.58   $164.56   $61.56
09/30/98  $163.49   $192.83   $69.38
10/30/98  $170.68   $209.09   $65.94
11/30/98  $188.03   $249.96   $74.38
12/31/98  $212.46   $280.49   $105.00
01/29/99  $243.30   $325.83   $95.00
02/26/99  $221.51   $279.58   $80.63
03/31/98  $238.27   $288.26   $71.25
04/30/98  $245.95   $304.87   $93.13
05/31/99  $239.13   $284.44   $89.38
06/30/99  $260.65   $328.36   $96.88
07/30/99  $255.95   $362.11   $96.25
08/31/99  $266.77   $417.65   $126.25
09/30/99  $267.14   $391.89   $100.00
10/29/99  $288.54   $428.25   $100.63
11/30/99  $323.64   $457.94   $98.13
12/31/99  $394.82   $521.64   $148.13
01/31/00  $380.21   $604.52   $265.00
02/29/00  $452.48   $795.02   $349.38
03/31/00  $443.17   $834.54   $295.00
04/28/00  $372.76   $771.90   $192.50
05/31/00  $327.79   $705.32   $201.87
06/30/00  $385.31   $817.53   $300.00
07/31/00  $364.43   $805.48   $264.38
08/31/00  $407.49   $913.79   $191.25
09/29/00  $354.54   $688.12   $191.88
10/31/00  $325.33   $649.46   $192.50
11/30/00  $250.82   $494.99   $159.38
12/29/00  $237.37   $427.91   $175.00

                       CERTAIN TRANSACTIONS

     The following is a description of any transactions involving
indebtedness of management to the Company which exceeded
$60,000 during 2000.  In1994, 1996 and 1997, the Company made
loans to its officers.  As of December 31, 2000, the outstanding
principal amount of loans made to Robert L. Saxe, the President
and Chairman of the Company, was $20,461, and the outstanding
principal amount of loans made to Joseph M. Harary, the
Company's Executive Vice President, was $132,500. Each of the
aforementioned loans relate to the purchase of Common Stock of
the Company, are collateralized by the pledge of shares of
Common Stock of the Company, may  be prepaid in part or in full
without notice or penalty, are represented by a promissory note
which bears interest at a rate per annum equal to the broker call rate
in effect on the first day of each calendar quarter, and permit
repayment of the loan in cash or by delivery of securities of the
Company having a fair market value equal to the balance of the
loan outstanding.

                    2002 STOCKHOLDER PROPOSALS

     Any stockholder who intends to present a proposal for action
at the Company's 2002 Annual Meeting of Stockholders, must
comply with and meet the requirements of the Company's By-
Laws and of Rule 14a-8 of the Securities and Exchange
Commission. Rule 14a-8 requires, among other things, that any
proposal be received by the Company at its principal executive
office, 240 Crossways Park Drive, Woodbury, New York 11797,
Attention: General Counsel, by December 31, 2001.

SECTION 16(a)  BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under the securities laws of the United States, the Company's
directors, its executive officers, and any persons holding more than
ten percent of the Company's Common Stock are required to report
their initial ownership of the Company's Common Stock and any
subsequent changes in that ownership to the Securities and
Exchange Commission.  Specific due dates for these reports have
been established, and the Company is required to disclose in this
Proxy Statement any failure to file by these dates.  All of these
filing requirements were satisfied on a timely basis.  In making
these disclosures, the Company has relied solely on written
representations of its directors and executive officers and copies of
the reports that they have filed with the Commission.

                    GENERAL AND OTHER MATTERS

     Management knows of no matter other than the matters
described above which will be presented to the meeting. However,
if any other matters properly come before the meeting, or any of its
adjournments, the person or persons voting the proxies will vote
them in accordance with his, her or their best judgment on such
matters.

                         By Order of the Board of Directors

                         VICTOR F. KEEN
                         Secretary

Woodbury, New York
April 30, 2001

     THE COMPANY WILL PROVIDE WITHOUT CHARGE A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 2000,
INCLUDING FINANCIAL STATEMENTS AND ANY
SCHEDULES THERETO (EXCEPT EXHIBITS), TO EACH OF
THE COMPANY'S STOCKHOLDERS, UPON RECEIPT OF A
WRITTEN REQUEST THEREFOR MAILED TO THE
COMPANY'S OFFICES, ATTENTION: ASSISTANT
SECRETARY. REQUESTS FROM BENEFICIAL
STOCKHOLDERS MUST SET FORTH A REPRESENTATION
AS TO SUCH OWNERSHIP ON APRIL 18, 2001.

             APPENDIX TO PROXY STATEMENT

                 Charter of the Audit Committee
                   of the Board of Directors
               of Research Frontiers Incorporated


I.  Audit Committee Purpose

    The Audit Committee is appointed by the Board of Directors
    to assist the Board of Directors in fulfilling its oversight
    responsibilities. The Audit Committee's primary duties and
    responsibilities are to:

     o   Monitor the integrity of the Company's financial reporting
      process and systems of internal controls regarding finance,
      accounting, and legal compliance.

      o   Monitor the independence and performance of the
      Company's independent auditors and internal auditing
      department.

      o   Provide an avenue of communication among the
      independent auditors, management, the internal auditing
      department, and the Board of Directors.

    The Audit Committee has the authority to conduct any
    investigation appropriate to fulfilling its responsibilities, and
    it has direct access to the independent auditors as well as
    anyone in the organization. The Audit Committee has the
    ability to retain, at the Company's expense, special legal,
    accounting, or other consultants or experts it deems necessary
    in the performance of its duties.

II. Audit Committee Composition and Meetings

    Audit Committee members shall meet the requirements of
    applicable laws and regulations. The members of the Audit
    Committee shall be determined by the Board of Directors,
    each of whom shall be independent non-executive directors,
    free from any relationship that would interfere with the
    exercise of his or her independent judgment. All members of
    the Audit Committee shall have a basic understanding of
    finance and accounting and be able to read and understand
    fundamental financial statements, and at least one member of
    the Audit Committee shall have accounting or related
    financial management expertise.

    Audit Committee members shall be appointed by the Board of
    Directors. If an audit committee Chairman is not designated
    or present, the members of the Audit Committee may
    designate a Chairman by majority vote of the Audit
    Committee membership.

    The Audit Committee shall meet at least four times annually,
    or more frequently as circumstances dictate. The Audit
    Committee Chairman shall prepare and/or approve an agenda
    in advance of each meeting. The Audit Committee should
    meet privately in executive session at least annually with
    management, the director of the internal auditing department,
    the independent auditors, and as a committee to discuss any
    matters that the Audit Committee or each of these groups
    believe should be discussed.  In addition, the Audit
    Committee, or at least its Chairman, should communicate with
    management and the independent auditors quarterly to review
    the Company's financial statements and significant findings
    based upon the auditors limited review procedures.

III. Audit Committee Responsibilities and Duties

    Review Procedures

      1.  Review and reassess the adequacy of this Charter at least
      annually.  Submit the Charter to the Board of Directors for
      approval and have the document published at least every
      three years in accordance with SEC regulations.

      2.  Review the Company's annual audited financial statements
      prior to filing or distribution.  Review should include
      discussion with management and independent auditors of
      significant issues regarding accounting principles, practices,
      and judgments.

      3.  In consultation with the management, the independent
      auditors, and the internal auditors, consider the integrity of
      the Company's financial reporting processes and controls.
      Discuss significant financial risk exposures and the steps
      management has taken to monitor, control, and report such
      exposures. Review significant findings prepared by the
      independent auditors and the internal auditing department
      together with management's responses.

      4.  Review with financial management and the independent
      auditors the company's quarterly financial results prior to
      the release of earnings and/or the company's quarterly
      financial statements prior to filing or distribution.  Discuss
      any significant changes to the Company's accounting
      principles and any items required to be communicated by
      the independent auditors in accordance with SAS 61 (see
      item 9) . The Chairman of the Audit Committee may
      represent the entire Audit Committee for purposes of this
      review.

      Independent Auditors

      5.  The independent auditors are ultimately accountable to the
      Audit Committee and the Board of Directors.  The Audit
      Committee shall review the independence and performance
      of the auditors and annually recommend to the Board of
      Directors the appointment of the independent auditors or
      approve any discharge of auditors when circumstances
      warrant.

      6.  Approve the fees and other significant compensation to be
      paid to the independent auditors.

      7.  On an annual basis, the Audit Committee should review
      and discuss with the independent auditors all significant
      relationships they have with the Company that could impair
      the auditors' independence.

      8.  Review the independent auditors audit plan - discuss scope,
      staffing, locations, reliance upon management, and internal
      audit and general audit approach.

      9.  Prior to releasing the year-end earnings, discuss the results
      of the audit with the independent auditors.  Discuss certain
      matters required to be communicated to audit committees
      in accordance with AICPA SAS 61.

      10. Consider the independent auditors' judgments about the
      quality and appropriateness of the Company's accounting
      principles as applied in its financial reporting.

      Legal Compliance

      11. On at least an annual basis, review with the Company's
      counsel, any legal matters that could have a significant
      impact on the organization's financial statements, the
      Company's compliance with applicable laws and
      regulations, and inquiries received from regulators or
      governmental agencies.

      Other Audit Committee Responsibilities

      12. Annually prepare a report to shareholders as required by
      the Securities and Exchange Commission.  The report
      should be included in the Company's annual proxy
      statement.

      13. Perform any other activities consistent with this Charter,
      the Company's by-laws, and governing law, as the Audit
      Committee or the Board of Directors deems necessary or
      appropriate.

      14. Maintain minutes of meetings and periodically report to
      the Board of Directors on significant results of the
      foregoing activities.

      15. Periodically review this Charter and recommend revisions
      hereto to the Corporation's Board of Directors.

                          [PROXY CARD - FRONT]

       PROXY         RESEARCH FRONTIERS INCORPORATED
        240 Crossways Park Drive, Woodbury, New York 11797-2033
       THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
       ANNUAL MEETING OF STOCKHOLDERS - June 14, 2001

           The undersigned hereby appoints Robert L. Saxe and
       Joseph M. Harary, or either of them, as Proxy or Proxies of
       the undersigned with full power of substitution to attend
       and to represent the undersigned at the Annual Meeting of
       Stockholders of Research Frontiers Incorporated to be held
       on June 14, 2001, and at any adjournments thereof, and to
       vote thereat the number of shares of stock of the Company
       the undersigned would be entitled to vote if personally
       present, in accordance with the instructions set forth on the
       reverse side hereof.  Any proxy heretofore given by the
       undersigned with respect to such stock is hereby revoked.

       Dated:____________________________________   _, 2001
      __________________________________________  ______
      __________________________________________  ______
      Please sign exactly as name appears above.  For joint
     accounts, each joint owner must sign.  Please give full
     title if signing in a representative capacity.

     PLEASE MARK, DATE AND SIGN THIS PROXY AND
     RETURN IT IN THE ENCLOSED ENVELOPE

                      [PROXY CARD - BACK]


1.  ELECTION OF CLASS II DIRECTOR

     NOMINEE: Bernard D. Gold.

    [  ] FOR nominee listed above.
    [   ] FOR nominee listed above
       EXCEPT:___________________________
 (Instruction: To withhold authority to vote on any
   individual nominee, write the name in the space at the
   right.)

   [  ] WITHHOLD AUTHORITY to vote for nominee
         listed above.

  2.  RATIFICATION OF THE SELECTION OF KPMG
       LLP AS INDEPENDENT AUDITORS OF THE
       COMPANY FOR THE FISCAL YEAR ENDING
       DECEMBER 31, 2001.

[  ]  FOR RATIFICATION     [  ]  AGAINST  RATIFICATION    [  ]  ABSTAIN

3.    ADOPTION OF AMENDMENT TO THE
       COMPANY'S 1998 STOCK OPTION PLAN.
[  ]  FOR ADOPTION    [  ]  AGAINST ADOPTION   [  ]  ABSTAIN

4.    In their discretion, upon such other matters as may
       properly come before the meeting.  If no specification
       is made, this proxy will be voted FOR the nominee
       listed above and FOR APPROVAL of Proposals 2 and 3.

       Please indicate whether or not you plan to attend the Annual
       Meeting on Thursday, June 14, 2001.
                                 Yes  [  ]      No  [  ]
</TEXT>
</DOCUMENT>
