<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>rfi8k-03.txt
<DESCRIPTION>CURRENT REPORT ON FORM 8-K DATED FEBRUARY 24, 2003
<TEXT>
                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


                             FORM 8-K


                          CURRENT REPORT


              Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


     Date of Report (Date of earliest event reported) February 18, 2003


                  RESEARCH FRONTIERS INCORPORATED
        (Exact name of registrant as specified in charter)

  Delaware                          1-9399                11-2103466
(State or other jurisdiction       (Commission         (IRS Employer
of Incorporation)             File Number)        Identification No.)


240 Crossways Park Drive, Woodbury, New York        11797
     (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:    (516) 364-1902

<PAGE>
Item 5.  Other Events

     On February 18, 2003, the Board of Directors of Research Frontiers
Incorporated (the "Company") declared a dividend distribution of one Right
for each outstanding share of common stock, par value $.0001 per share, of
the Company (the "Common Stock") to stockholders of record at the close of
business on March 3, 2003.   In addition, a Right will attach to each share of
Common Stock issued by the Company between that time and the time the
Rights become exercisable.  Each Right entitles the registered holder to
purchase from the Company one share of Common Stock at a price of $60 per
share, subject to adjustment (the "Purchase Price").

     The terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Continental Stock Transfer & Trust
Company, as Rights Agent.  This summary does not purport to be complete
and should be read together with the Rights Agreement, a copy of which is
attached hereto as Exhibit 4.1 and is incorporated herein by reference.

     Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Right Certificates will
be distributed.  The Rights will separate from the Common Stock and become
exercisable upon the earlier to occur of the following events (the "Distribution
Date"):

   (a)    the close of business on the 10th business day (or such later date as
   the Board shall determine)  following the first public announcement that a
   person or group of affiliated or associated persons (subject to certain
   exceptions listed in the Rights Agreement, an "Acquiring Person") has
   acquired, or obtained the right to acquire, beneficial ownership of 15%
   or more of the outstanding shares of Common Stock (the "Share
   Acquisition Date"), or

   (b)    the close of business on the 10th business day (or such later date as
   the Board shall determine) following the commencement of a tender
   offer or exchange offer that would result in a person or group
   beneficially owning 15% or more of the outstanding shares of Common
   Stock.

  Until the Distribution Date:

      (a) the Rights will be evidenced by the Common Stock certificates and
      will be transferred with and only with the Common Stock
      certificates,

      (b) new Common Stock certificates issued after March 3, 2003 will
      contain a notation incorporating the Rights Agreement by reference,
      and

      (c) the surrender for transfer of any certificates for Common Stock
      outstanding will also constitute the transfer of the Rights associated
      with the Common Stock represented by those certificates.

       The Rights will expire at the close of business on February 18,
      2013, unless earlier redeemed or exchanged by the Company as
      described below.

       As promptly as practicable after the Distribution Date, Right
      Certificates will be mailed to holders of record of the Common Stock
      as of the close of business on the Distribution Date.  After the
      Distribution Date, the separate Right Certificates alone will represent
      the Rights.

       If:

   (a)    the Company is the surviving corporation in a merger with an Acquiring
   Person and its Common Stock is not changed or exchanged,

   (b)     any person becomes an Acquiring Person and remains an
   Acquiring Person as of the Share Acquisition Date with respect to such
   person,

   (c)    an Acquiring Person engages in one or more "self-dealing" transactions
   as set forth in the Rights Agreements, or

   (d)    during such time as there is an Acquiring Person, an event occurs
   which results in such Acquiring Person's ownership interest being
   increased by more than 1% (e.g., by means of a reverse stock split or
   recapitalization),

   thereafter, each holder of a Right will have the right to receive, upon
   exercise, Common Stock (or, in certain circumstances, cash, property or
   other securities of the Company) having a value equal to two times the
   Purchase Price.  However, this will not apply to Rights beneficially
   owned by and Acquiring Person, whose rights will become null and
   void.  In addition, Rights will not be exercisable following the
   occurrence of any of the events set forth above until such time as the
   Rights are no longer redeemable by the Company as set forth below.

     For example, at an exercise price of $60 per Right, each Right not
   owned by an Acquiring Person following an event set forth in the
   preceding paragraph would entitle its holder to purchase $120 worth of
   Common Stock (or other consideration, as noted above) for $60.
   Assuming that the Common Stock had a per share market price of $10
   at such time, the holder of each valid Right would be entitled to
   purchase 12 shares of Common Stock for $60.

     If, following the Share Acquisition Date,

   (a)    the Company is acquired in a merger or other business combination
   transaction in which the Company is not the surviving corporation
   (other than a merger of the nature descended above),

   (b)    any person consolidates or merges with the Company and all or
   part of the Common Stock is converted or exchanged for securities, cash
   or property of any other person, or

   (c)    50% or more of the Company's assets or earning power is sold or
   transferred,

   each holder of a Right (except Rights which previously have been
   voided as set forth above) shall thereafter have the right to receive, upon
   exercise, common stock of the Acquiring Person having a value equal
   to two times the exercise price of the Right.

     At any time after a person becomes an Acquiring Person and as
   long as no person beneficially owns 50% or more of the Common Stock
   the Company may exchange all or part of the outstanding and
   exercisable Rights for shares of Common Stock at an exchange ratio
   specified in the Rights Agreement.

     The Purchase Price payable, and the number of shares of Common
   Stock or other securities or property issuable, upon exercise of the
   Rights are subject to adjustment from time to time to prevent certain
   types of dilution.  With certain exceptions, no adjustment to the
   Purchase Price will be made until cumulative adjustments amount to at
   least 1% of the Purchase Price.  The Company is not required to issue
   fractional shares of Common Stock or Rights.  In lieu thereof, an
   adjustment in cash may be made based on the market price of the
   Common Stock on the last trading date prior to the date of exercise.

     At any time prior to the Distribution Date, the Company may
   redeem the Rights in whole, but not in part, at a price of $.0001 per
   Right (payable in cash, Common Stock or other consideration deemed
   appropriate by the Board of Directors).    Immediately upon the action
   of the Board of Directors ordering redemption of the Rights, the Rights
   will terminate and the only right of the holders of Rights will be to
   receive the redemption price.

     Until a Right is exercised, the holder thereof, as such, will have no
   rights as a stockholder of the Company, including, without limitation,
   the right to vote or to receive dividends.  While the distribution of the
   Rights will not be taxable to stockholders or to the Company,
   stockholders may, depending upon the circumstances, recognize taxable
   income in the event that the Rights become exercisable for Common
   Stock (or other consideration) of the Company or for common stock of
   the Acquiring Person as set forth above or in the event that the Rights
   are redeemed or exchanged.

     Prior to the Distribution Date, any of the provisions of the Rights
   Agreement may be amended by the Board of Directors of the Company
   without approval of the holders of the Common Stock.  After the
   Distribution Date, the provisions of the Rights Agreement may be
   amended by the Board in order to cure any ambiguity, defect or
   inconsistency, to make changes which do not adversely affect the
   interests of holders of Rights (excluding the interests of any Acquiring
   Person), or to shorten or lengthen any time period under the Rights
   Agreement; provided, however, that no amendment to adjust the time
   period governing redemption may be made at such time as the Rights
   are not redeemable.

     The Rights may have certain anti-takeover effects. The Rights will
   cause substantial dilution to a person or group that attempts to acquire
   the Company on terms not approved by the Board of Directors unless
   the offer is conditioned on a substantial number of Rights being
   acquired. However, the Rights should not interfere with any merger or
   other business combination approved by the Board of Directors since
   the Rights may be redeemed by the Company at $.0001 per Right at any
   time on or prior to the Distribution Date. Thus, the Rights are intended
   to encourage persons who may seek to acquire control of the Company
   to initiate such an acquisition through negotiations with the Board of
   Directors. However, the effect of the Rights may be to discourage a
   third party from making a partial tender offer or otherwise attempting
   to obtain a substantial position in the Company's equity securities or
   seeking to obtain control of the Company. To the extent any potential
   acquirers are deterred by the Rights, the Rights may have the effect of
   preserving incumbent management in office.

     The Board of Directors declared the distribution of Rights after
   considering the extensive consolidation and takeover activity taking
   place over the past few years and the recent expiration of the
   Company's 1993 stockholder rights plan.  The Rights are intended to
   protect stockholder against partial tender offers and other abusive tactics
   that might be used in an attempt to gain control of the Company without
   paying all stockholders a fair price for their shares by encouraging
   anyone seeking to acquire the Company to first negotiate with the Board
   of Directors.

   Item 7. Financial Statements, Pro Forma Financial Information and
   Exhibits


        Exhibit 4.1 Form of Rights Agreement dated as of February 18, 2003
        between Research Frontiers Incorporated and Continental Stock
        Transfer & Trust Company, including Form of Right Certificate
        (Exhibit A) and Summary of Rights to Purchase Common Stock
        (Exhibit B).

        Exhibit 99.1     Press Release dated February 18, 2003.

                        SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act
        of 1934, the registrant has duly caused this report to be signed on
        its behalf by the undersigned hereunto duly authorized.

                    RESEARCH FRONTIERS INCORPORATED
                             (Registrant)

                    /s/ Robert L. Saxe
                    Robert L. Saxe, Chairman and Treasurer
                    (Principal Executive, Financial, and
                         Accounting Officer)


        Date: February 24, 2003

</TEXT>
</DOCUMENT>
