<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>proxy02.txt
<DESCRIPTION>RESEARCH FRONTIERS PROXY STATEMENT FOR JUNE 13, 2002 ANNUAL MEETING
<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-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:


                 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                              June 13, 2002


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
13, 2002 at 11:00 A.M., local time, for the following purposes:

     1.  To elect two Class III directors;

     2.  To ratify the selection of KPMG LLP as independent auditors of
the Company for the fiscal year ending December 31, 2002; and

     3.  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,
2002 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, 2002

                   RESEARCH FRONTIERS INCORPORATED

                         PROXY STATEMENT

                  ANNUAL MEETING OF STOCKHOLDERS
                To be held Thursday, June 13, 2002


     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 13, 2002, 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
nominees for director listed below; and (ii) for the ratification of the
selection of the independent auditors. 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,
2002 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, 2001, including financial statements, are to be
mailed to each stockholder of record at the close of business on April
18, 2002.

                        VOTING SECURITIES

     Only stockholders of record at the close of business on April 18,
2002 are entitled to vote at the meeting. As of April 18, 2002, the
Company had issued and outstanding and entitled to vote 12,175,295
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
                                               Beneficial    Warrants   Percent
Name of Beneficial Owner                       Ownership(1) and Options of Class

Robert L. Saxe . . . . . . . . . . . . . . . . 1,614,343(2)   1,102,725    12.15
 c/o Research Frontiers Incorporated
 240 Crossways Park Drive
 Woodbury, NY  11797
Joseph M. Harary . . . . . . . . . . . . . . .   612,174(3)     553,300     4.81
Robert M. Budin. . . . . . . . . . . . . . . .   211,875        181,375     1.71
Victor F. Keen . . . . . . . . . . . . . . . .    45,500         22,500     0.37
All directors and officers
as a group (5 persons)                         2,533,928(4)   1,909,400    17.99
----------------------------------
(1) All information is as of April 18, 2002 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) 2,687 shares of Common Stock owned by Mr. Saxe's
    wife, Marie Saxe; (ii) 69,987 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 600 shares of Common Stock owned by Mr. Harary's
    minor children, as to which shares Mr. Harary disclaims
    beneficial ownership.

(4) Includes the securities described above in footnotes (2) through (3).


                      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 III expires at the 2002 Annual Meeting of Stockholders.  The
Board of Directors proposes that the nominees described below be
elected to hold office for a three-year term expiring at the 2005 Annual
Meeting of Stockholders, and until the election and qualification of
their respective successors. 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 nominees set forth below. Each of the members of the
Board of Directors of the Company, including the nominees listed
below, is presently a director of the Company, and was elected to such
office by the stockholders of the Company, or in the case of Victor
Keen, appointed to such position by the Board of Directors to fill a
vacancy.  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 nominees will be unable to accept nomination.

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

                 Directors Standing for Election

Robert L. Saxe

Mr. Saxe, age 66, is a founder of the Company and has been Chairman
of the Board of Directors of the Company since its inception in 1965,
was its President from 1966 to February 2002,  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 69, 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.

                  Directors Continuing in Office

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

Joseph M. Harary

Mr. Harary, age 41, 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, and in
February 2002 was promoted to the position of President and Chief
Operating Officer of the Company.   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 II - Term to Expire at the 2004 Annual Meeting of Stockholders

Victor F. Keen

Victor F. Keen, age 60, has been a director of the Company since June
2001, and has served as the Company's corporate Secretary since 1987.
Mr. Keen is a partner and chairman of the tax department of the law
firm of Duane, Morris & Heckscher, a 475 attorney law firm with
offices in 20 cities throughout the U.S. and Europe. Mr. Keen is a
graduate of Trinity College (1963) and Harvard Law School (1966).

    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 Victor F. Keen served on the Audit Committee
in 2001.  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 2001, the Company's Board of Directors met
three 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 2001. In addition to Robert
L. Saxe and Joseph M. Harary, whose biographical information is
provided above, the only other executive officer of the Company is
Michael R. LaPointe, age 43, who is the Company's Vice President -
Marketing since March 2002, joined the Company as its Director of
Marketing for Architectural Windows and Displays in March 2000.
Mr. LaPointe, a graduate of Brown University with a B.A. in
Organizational Behavior & Management and a B.A. in Psychology,
worked in a marketing capacity for IBM Corporation in the early
1980s. He subsequently founded and developed several companies
involved in the application and licensing of new technologies for
various consumer products. During that period Mr. LaPointe also
worked as a management consultant, where in 1994 he began his
relationship with Research Frontiers, assisting the Company with its
marketing strategy.

     The Board of Directors recommends a vote FOR election of
the nominees listed above and it is intended that proxies not
marked to the contrary will be so voted.  Election of such
nominees 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,
2002.  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 $47,000, and all
other fees (as a result of  tax consultation and SEC filings) were
approximately $13,000.  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, 2002. The ratification requires a majority
vote of those shares of Common Stock represented and eligible to
vote at the 2002 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 the Company's April 30, 2001 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, 2001 (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,
2001, for filing with the Securities and Exchange Commission.

                                   Members of the Audit Committee

                                   Robert M. Budin (Chairman)
                                   Victor F. Keen

                      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,               2001    $381,174    $425,109        180,000
Director, Chairman of         2000    $370,000    $465,615         96,000
the Board, Treasurer          1999    $333,621    $ 34,618        240,000

Joseph M. Harary,             2001    $283,305    $337,687         90,000
Director, President, General  2000    $275,000    $366,154         56,000
Counsel, Assistant Secretary  1999    $252,342    $ 43,665        130,000

(1)  Consists of the payment of accrued but unused vacation, and a
     performance bonus which was paid during 1999, 2000 and 2001.

                 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 2000, the Company's Board of Directors approved
a performance bonus plan which provides for a bonus to be paid on or
after July 2, 2001 and on or after January 2, 2002 equal to 1% of the
increase, if any, in the Company's market value during the first and
second halves of 2001.  Bonuses are capped at a recipient's salary in
the case of employees of the Company, and are currently capped at
$57,222 in the case of non-employee directors of the Company.
During 2000, the Company had a similar performance plan in place.
The Company recorded $785,500 and $755,000 of expenses in
connection with these plans for the years ended December 31, 2001
and 2000, respectively. The Company's Board of Directors approved
a similar bonus plan for 2002 but with higher thresholds to be met
before a bonus is payable under such plan. In addition to the payment
caps described above, under the current plan, in order to insure that
bonuses are not paid based upon temporary fluctuations in the market
value of the Company, bonuses under this plan will only be paid to the
various participants under this plan if and when the market value of the
Company exceeds $280,489,009 (and in the case of any bonus paid to
Robert L. Saxe, if and when the market value of the Company exceeds
$304,207,362).

     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 196,322 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 Mr. Keen, 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 determined on the date of grant
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
                                   Joseph M. Harary
                                   Victor F. Keen
                                   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 $381,174 during
2001 and will receive an annual base salary of $384,948 through
December 31, 2002. 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 2001

     The following table sets forth information regarding all grants of
options to the individuals named in the executive compensation table
appearing on page 6 during the fiscal year ended December 31, 2001,
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) $127,497,209 with an assumed 5%
annual rate of stock appreciation, and (b) $323,102,960 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 2001 and only became exercisable on January 1, 2002.


                          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 2001   Per Share Date              5% ($)   10% ($)

Robert L. Saxe   120,000   43.75%   $25.52   June 13, 2011 $1,925,927 $4,880,677
Robert L. Saxe    60,000   42.18%   $ 9.94   Sept 23, 2011 $  375,073 $  950,508
Joseph M. Harary  60,000   21.87%   $25.52   June 13, 2011 $  962,963 $2,440,338
Joseph M. Harary  30,000   21.09%   $ 9.94   Sept 23, 2011 $  187,536 $  475,254

    Stock Options Exercised in 2001 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 6 during the fiscal year ended December 31,
2001 and the value of options realized upon exercise, and of
unexercised options held by such persons on December 31, 2001,
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 1,880,326 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. 31,2001     at Dec. 31, 2001

Robert Saxe            --       $     --     922,725             $ 7,533,939
Joseph Harary      13,900       $234,128     463,300             $3,625,105

                     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, 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
         March 31, 2001         10.5000        24.2500
         June 30, 2001          17.0000        30.0000
         September 30, 2001      9.0000        29.0000
         December 31, 2001      13.1500        19.0000

         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

12/31/96   $100.00   $100.00   $100.00
01/31/97   $107.09   $119.03   $109.68
02/28/97   $101.17   $105.26   $85.48
03/31/97   $94.57    $100.77   $79.03
04/30/97   $97.52    $109.21   $79.03
05/30/97   $108.56   $112.86   $80.65
06/30/97   $111.90   $107.73   $79.03
07/31/97   $123.69   $135.22   $111.29
08/29/97   $123.50   $138.44   $132.26
09/30/97   $130.82   $139.84   $127.42
10/31/97   $124.01   $116.98   $116.13
11/28/97   $124.66   $116.43   $108.06
12/31/97   $122.48   $104.84   $98.39
01/30/98   $126.36   $116.70   $87.10
02/27/98   $138.23   $129.79   $119.35
03/31/98   $143.34   $115.36   $103.23
04/30/98   $145.77   $121.32   $91.94
05/29/98   $137.67   $105.70   $90.32
06/30/98   $147.28   $106.69   $81.45
07/31/98   $145.56   $115.60   $77.42
08/31/98   $116.70   $95.02    $79.43
09/30/98   $132.89   $111.34   $89.52
10/30/98   $138.73   $120.74   $85.08
11/30/98   $152.83   $144.34   $95.97
12/31/98   $172.68   $161.97   $135.48
01/29/99   $197.74   $188.15   $122.58
02/26/99   $180.04   $161.44   $104.03
03/31/98   $193.65   $166.45   $91.94
04/30/98   $199.89   $176.04   $120.16
05/31/99   $194.35   $164.24   $115.32
06/30/99   $211.79   $189.61   $125.00
07/30/99   $207.97   $209.09   $124.19
08/31/99   $216.77   $241.17   $162.90
09/30/99   $217.06   $226.29   $129.03
10/29/99   $234.46   $247.29   $129.84
11/30/99   $262.99   $264.43   $126.61
12/31/99   $320.83   $301.21   $191.13
01/31/00   $308.99   $349.37   $341.94
02/29/00   $367.77   $459.66   $450.81
03/31/00   $360.18   $482.65   $380.65
04/28/00   $302.95   $446.42   $248.39
05/31/00   $266.40   $408.00   $260.48
06/30/00   $313.18   $472.84   $387.10
07/31/00   $296.21   $465.83   $341.13
08/31/00   $331.22   $528.51   $246.77
09/29/00   $288.19   $397.97   $247.58
10/31/00   $264.52   $375.70   $248.39
11/30/00   $203.80   $286.35   $205.65
12/29/00   $192.98   $247.54   $225.81
01/31/01   $216.38   $284.63   $266.97
02/28/01   $167.52   $186.70   $206.45
03/30/01   $144.05   $151.02   $235.48
04/30/01   $165.54   $181.68   $305.16
05/31/01   $165.34   $171.35   $358.06
06/29/01   $169.78   $174.04   $348.39
07/31/01   $158.98   $172.74   $335.48
08/31/01   $141.66   $155.28   $251.61
09/28/01   $117.79   $112.17   $209.68
10/31/01   $132.90   $142.50   $229.81
11/30/01   $151.82   $177.04   $218.32
12/31/01   $153.12   $168.68   $216.26


                           CERTAIN TRANSACTIONS

     The following is a description of any transactions involving
 indebtedness of management to the Company which exceeded
 $60,000 during 2001. In 1994, 1996 and 1997, the Company made
 loans to its officers.  As of December 31, 2001, the outstanding
 principal amount of loans made to Robert L. Saxe, the Chairman of
 the Company, was $20,461, and the outstanding principal amount of
 loans made to Joseph M. Harary, the Company's 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.

                   2003 STOCKHOLDER PROPOSALS

     Any stockholder who intends to present a proposal for action
 at the Company's 2003 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, 2002.

    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, 2002

THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10- K FOR THE YEAR ENDED DECEMBER 31, 2001, 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, 2002.


                            [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 13, 2002

     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 13, 2002, 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:____________________________________ ____, 2002
 __________________________________________________
 __________________________________________________
 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 III DIRECTORS

         NOMINEES: Robert M. Budin and Robert L. Saxe.

     [  ] FOR ALL nominees listed above.

     [  ]  FOR ALL nominees 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 all nominees
 listed above.

2.  RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS OF
    THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.

     [  ]  FOR RATIFICATION   [  ]  AGAINST RATIFICATION  [  ]  ABSTAIN

3.  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 ALL the
    nominees listed above and FOR APPROVAL of Proposal 2.

 Please indicate whether or not you plan to attend the Annual Meeting
 on Thursday, June 13, 2002.
                              Yes  [  ]      No  [  ]

</TEXT>
</DOCUMENT>
