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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000793524-03-000007.txt : 20030702
<SEC-HEADER>0000793524-03-000007.hdr.sgml : 20030702
<ACCEPTANCE-DATETIME>20030702162348
ACCESSION NUMBER:		0000793524-03-000007
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
REFERENCES 429:			333-80575
FILED AS OF DATE:		20030702
EFFECTIVENESS DATE:		20030702

FILER:

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

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-106754
		FILM NUMBER:		03772256

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

	MAIL ADDRESS:	
		STREET 1:		240 CROSSWAYS PARK DR
		CITY:			WOODBURY
		STATE:			NY
		ZIP:			11797-2033
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s82003.txt
<DESCRIPTION>RESEARCH FRONTIERS REGISTRATION STATEMENT ON FORM S-8-JUNE 2003
<TEXT>
As filed with the Securities and Exchange Commission on July 2,2003
Reg. No. 333-80575

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM S-8
                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933

                 Research Frontiers Incorporated
      (Exact name of registrant as specified in its charter)

                            Delaware
                   (State or other jurisdiction
                  incorporation or organization)

                            11-2103466
                        (I.R.S. Employer
                       Identification No.)

        240 Crossways Park Drive, Woodbury, New York    11797
        (Address of Principal Executive Offices)      (Zip Code)


                      1998 Stock Option Plan
                     (Full title of the Plan)

                    Robert L. Saxe, Chairman
                 Research Frontiers Incorporated
                     240 Crossways Park Drive
                    Woodbury, New York 11797
             (Name and address of agent for service)

                          (516) 364-1902
  (Telephone number, including area code, of agent for service)

                         With a copy to:

                         Joseph M. Harary
                  President and General Counsel
                 Research Frontiers Incorporated
                     240 Crossways Park Drive
                     Woodbury, New York 11797

                 CALCULATION OF REGISTRATION FEE

=============================================================================
 Title of                       Proposed           Proposed           Amount of
 securities       Amount to     maximum offering   maximum aggregate  Registra-
 to be registered be registered price per share(1) offering price (1) tion fee
Common Stock
$.0001 par value     600,000      $13.47             $8,082,000        $654.64
===============================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 based upon the average
of (1) the actual exercise price of the Company's Common Stock for options
which have already been granted pursuant to the Plan registered hereunder
which have not previously been registered, and (2) the high and low trading
prices of the Company's Common Stock as reported on the Nasdaq Stock
Market on June 30, 2003 for options which are available for issuance pursuant
to the Plan registered hereunder which have not previously been registered.

                        Page 1 of 3 Pages

                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

     At the Company's Annual Meeting of Stockholders held on June 12, 2003, the
stockholders of the Company approved an amendment to the Company's 1998 Stock
Option Plan which increased the number of shares of Common Stock issuable
thereunder by 600,000 shares. The contents of the Registration Statement on
Form S-8 (Reg. No. 333-80575) which was filed by Research Frontiers Incorporated
with the Securities and Exchange Commission on June 10, 1999 and June 14, 2001
are incorporated herein by reference to register the herein described options.

Item 5.Interests of Named Experts and Counsel.

     The legality of the securities offered hereby has been passed upon by
Joseph M. Harary, Esq., the Company's President and General Counsel.
Mr. Harary owns 112,574 shares of the Company's Common Stock and holds
options issued pursuant to the Company's 1992 and 1998 Stock Option Plans to
purchase 520,200 shares of the Company's Common Stock.

Item 8.Exhibits.

4    Amendment to 1998 Stock Option Plan.

5    Opinion of counsel re: legality

23.1 Independent Auditors' Consent

23.2  Consent of counsel (included in Exhibit 5.1 above)

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York on this 30th day of
June, 2003.


                                         RESEARCH FRONTIERS INCORPORATED
                                         (Registrant)


                                         By:/s/ Robert L. Saxe
                                         Robert L. Saxe, Chairman
                                         (Principal Executive Officer)

                                         By:/s/ Joseph M. Harary
                                         Joseph M. Harary, President, Treasurer
                                         (Principal Financial and
                                         Accounting Officer)

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


       Signature           Title                             Date


 /s/ Robert L. Saxe       Chairman of the Board              June 30, 2003
     Robert L. Saxe       and Director
 (Principal Executive, Financial and Accounting Officer)


/s/ Robert M. Budin       Director                           June 30, 2003
    Robert M. Budin


/s/ Joseph M. Harary      Director, President and Treasuer   June 30, 2003
    Joseph M. Harary
(Principal Financial and Accounting Officer)


/s/ Victor F. Keen        Director                           June 30, 2003
    Victor F. Keen

/s/ Albert P. Malvino     Director                           June 30, 2003
    Albert P. Malvino

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>s82003ex4.txt
<DESCRIPTION>AMENDMENT TO 1998 STOCK OPTION PLAN
<TEXT>
                                                        Exhibit 4

                            AMENDMENT

                               TO

                RESEARCH FRONTIERS INCORPORATED

                     1998 STOCK OPTION PLAN

     WHEREAS, Research Frontiers Incorporated, a Delaware corporation (the
"Company") desires to amend the Company's 1998 Stock Option Plan (the "Plan")
to increase the number of shares of the Company's common stock which may be
subject to options granted under the Plan.

    NOW, THEREFORE, effective immediately the Plan is hereby amended as follows:

     1.  The first sentence of Paragraph 5 of the Plan is amended to provide as
follows:

    5. Stock. The maximum number of shares of Common Stock reserved
for the grant of awards under the Plan shall be 2,285,000 shares, subject to
adjustment as provided in Section 11 hereof. Such shares may, in whole or in
part, be authorized but unissued shares or shares that shall have been or may
be reacquired by the Company.  For purposes of this Section 5, where the
exercise price of an Option is paid in Common Stock pursuant to Section 6(d)
of the Plan, only the net number of additional shares issued and which remain
outstanding in connection with such exercise shall be deemed "issued" for
purposes of the Plan.

     2.  This Amendment to the Plan has been adopted by Board of Directors of
the Company and  become effective upon approval by 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 of Stockholders of the
Corporation held on June 12, 2003.

          IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed effective as of the 12th day of June, 2003.


                                            RESEARCH FRONTIERS INCORPORATED


                                            By: /s/ Robert L. Saxe
                                                    Robert L. Saxe, Chairman

ATTEST:   /s/ Joseph M. Harary
              Joseph M. Harary,
              Assistant Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>s82003ex5.txt
<DESCRIPTION>S-8 OPINION OF LEGAL COUNSEL
<TEXT>


                                                     Exhibit 5













                                                     July 1, 2003



        Research Frontiers Incorporated
        240 Crossways Park Drive
        Woodbury, New York 11797


        Gentlemen:

             I am the President and General Counsel of Research
        Frontiers Incorporated (the "Company"), a Delaware corporation, and
        render this opinion in connection with the registration pursuant to a
        Registration Statement on Form S-8 (the "Registration Statement") by the
        Company under the Securities Act of 1933, as amended (the "Act"), of
        600,000 shares of the Company's common stock, $.0001 par value (the
        "Common Stock"), to be offered for sale by the Company upon the exercise
        of certain stock options ("Options") from time to time
        granted under the Company's 1998 Stock Option Plan.

             I have examined the Company's Certificate of Incorporation and
        By-Laws, both as amended, and minute books and such other documents and
        records as I have deemed necessary and relevant as a basis for my
        opinions hereinafter set forth.  For the purposes of this opinion, I
        have assumed the genuineness of all signatures and the conformity to
        original documents of all instruments furnished to me for review or
        examination as copies.

             Based on the foregoing and having regard to such legal
        considerations as I have deemed relevant, it is my opinion that:

             1.  The Company is a corporation duly organized under the laws of
        the State of Delaware.

             2.  The Common Stock covered by the Registration Statement has been
        validly authorized.

             3.  When the Common Stock has been duly registered under the Act,
        when certificates for the Common Stock have been duly delivered, and
        when the Company shall have received the consideration to be received by
        it pursuant to and upon exercise of the related warrants and Options,the
        Common Stock will be validly issued,fully paid and non-assessable by the
        Company, with no personal liability attaching to ownership thereof.

             I hereby consent to the inclusion of this opinion in the
        Registration Statement and to the references to me contained therein.

                                  Very truly yours,

                                  /s/ Joseph M. Harary

                                  Joseph M. Harary, Esq.
                                  President and General Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>s82003ex23.txt
<DESCRIPTION>CONSENT OF KPMG LLP DATED JULY 1, 2003
<TEXT>



                                                  Exhibit 23.1


                       INDEPENDENT AUDITORS' CONSENT




        The Board of Directors
        Research Frontiers Incorporated

             We consent to the use of our report dated February 21, 2003
        incorporated herein by reference.



             /s/ KPMG LLP
                 KPMG LLP


        Melville, New York
        July 1, 2003

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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