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<SEC-DOCUMENT>0000793524-06-000015.txt : 20060828
<SEC-HEADER>0000793524-06-000015.hdr.sgml : 20060828
<ACCEPTANCE-DATETIME>20060828092017
ACCESSION NUMBER:		0000793524-06-000015
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20060828
ITEM INFORMATION:		Entry into a Material Definitive Agreement
FILED AS OF DATE:		20060828
DATE AS OF CHANGE:		20060828

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RESEARCH FRONTIERS INC
		CENTRAL INDEX KEY:			0000793524
		STANDARD INDUSTRIAL CLASSIFICATION:	PATENT OWNERS & LESSORS [6794]
		IRS NUMBER:				112103466
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09399
		FILM NUMBER:		061057273

	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>8-K
<SEQUENCE>1
<FILENAME>form8krfi082806.txt
<DESCRIPTION>RESEARCH FRONTIERS CURRENT REPORT ON FORM 8-K DATED AUGUST 28, 2006
<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): August 28, 2006

                             ----------------------

                        RESEARCH FRONTIERS INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                      1-9399               11-2103466
(STATE OR OTHER JURISDICTION    (COMMISSION FILE NUMBER)   (IRS EMPLOYER
     OF INCORPORATION)                                      IDENTIFICATION NO.)

                            240 CROSSWAYS PARK DRIVE
                          WOODBURY, NEW YORK 11797-2033
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 364-1902

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
 (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

=====================================================================

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On August 28, 2006, Research Frontiers Incorporated issued a
press release announcing that it had raised $2 million from the sale of
515,462 shares of common stock, pursuant to its outstanding shelf
registration statement on Form S-3 (Registration No.333-133858) that
was declared effective by the Securities and Exchange Commission on
May 25, 2006. The information contained in the press release dated
August 28, 2006 is incorporated herein by reference and filed as
Exhibit 99.1 hereto.

      On August 28, 2006, Research Frontiers Incorporated filed the
prospectus supplement relating to the issuance and sale of 515,462
shares of common stock, with the Securities and Exchange Commission.
In connection with that filing,Research Frontiers is filing the
related form of Subscription Agreement that the Company entered
into with the purchasers as Exhibit 1.1 to this current report
on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits.

      1.1   Form of Subscription Agreement dated August 21, 2006.


      99.1  The Registrant's Press Release dated August 28, 2006.

                                   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

Dated: August 28, 2006

                                          /s/ Joseph M. Harary
                                          ---------------------------
                                          By: Joseph M. Harary
                                          Title: President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>subagrex11.txt
<DESCRIPTION>FORM OF SUBSCRIPTION AGREEMENT
<TEXT>
                 RESEARCH FRONTIERS INCORPORATED
                      SUBSCRIPTION AGREEMENT

                                                  August 21, 2006

Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797-2033
Attention:  Robert L. Saxe, Chairman

Gentlemen:

     This Subscription Agreement is made by and between
Research Frontiers Incorporated, a Delaware corporation (the
"Company"), and the undersigned (the "Subscriber"), in
connection with the offering (the "Offering") of certain shares of
common stock of the Company, $.0001 par value per share (the
"Shares"). The Offering and sale of the Shares  are being made
pursuant to an effective Registration Statement on Form S-3 SEC
File Number: 333-133858 (including the exhibits thereto, as
amended at the date of this Agreement (the "Registration
Statement"), and the Prospectus contained therein (the "Base
Prospectus"), filed by the Company on May 5, 2006 with the
Securities and Exchange Commission (the  "Commission") and a
Prospectus Supplement (the "Prospectus Supplement" containing
certain supplemental information regarding the Shares and terms
of the Offering that will be filed with the Commission and
delivered to the Subscriber along with the Company's counterpart
to this Agreement.

A.   Subscription

     1.  Subscriber hereby irrevocably subscribes to purchase the
number of Shares listed on the signature page hereof at a price per
Share equal to $3.88 (the price per share multiplied by the number
of shares being purchased hereunder being the "Subscription
Price").

     2.  As part of the subscription, Subscriber herewith tenders:

     (a)  two copies of this Agreement duly completed and
          executed by Subscriber.

     (b)  payment of the Subscription Price made by wire transfer
          of immediately available funds in U.S. Dollars to the
          account of Research Frontiers Incorporated at JP
          Morgan Chase  Bank, 6040 Tarbell Road, Syracuse,
          New York 13206, Account No.: 825-624-290, ABA
          Wire Code No.: 021 000 021.

     3.  Subscriber understands and agrees that the subscription
contained herein shall not be deemed binding upon the Company
until it is accepted by the Company and that the subscription may
be rejected by the Company in its sole discretion for any reason.
Subscriber further acknowledges and agrees that, subject to
applicable law, this subscription is irrevocable.

     4.  If this subscription is not accepted by the Company, all
Subscription Funds and the documents herewith delivered to the
Company by Subscriber will be returned promptly to Subscriber.
In such event, all proceeds theretofore received by the Company
from the Subscriber will be refunded in full, without interest or
deduction.

     5.  If this subscription is accepted by the Company, then the
Company shall promptly countersign both copies of this
Agreement and return one fully executed copy to Subscriber. All
Subscription Funds of Subscriber shall be applied to the purchase
of the Shares which Shares shall then be delivered to the
Subscriber either, as specified by Subscriber, in certificate form or
by electronic book-entry at The Depository Trust Company by
instructing the Company's transfer agent, Continental Stock
Transfer and Trust Company, to make such Shares available to
Subscriber under the Deposit/Withdrawal at Custodian ("DWAC")
system.  All Subscription Funds of Subscriber shall be used for
research and development, working capital, acquisitions, and for
general corporate purposes in such amounts as the Company, in its
discretion, deems appropriate.  The Company may also, in its
discretion, apply such Subscription Funds towards the
development of products using the Company's technology through
an investment by the Company in one or more joint ventures with
third parties set up for such purposes, or may directly apply
Subscription Funds to product development.

B.   Investor Representations

     6.  In order to induce the Company to accept the subscription
hereby made, and recognizing that the Company will be relying
thereon in determining whether to accept such subscription,
Subscriber hereby represents and warrants to the Company as of
the date of this subscription as follows:

     (a)  Subscriber understands that the Shares are a highly
          speculative investment and that Subscriber's financial
          situation is such that (i) Subscriber can afford to hold
          the Shares for an indefinite period of time and to sustain
          a complete loss of its investment, and (ii) Subscriber has
          adequate means of providing for Subscriber's current
          needs and possible contingencies and has no need for
          liquidity in this investment in the Company.

     (b)  Subscriber has received and carefully read the
          Registration Statement, the Company's 2005 Annual
          Report; the Company's Proxy Statement dated April 30,
          2006; the Company's Annual Report on Form 10-K for
          the fiscal year ending December 31, 2005; and the
          Company's Quarterly Report on Form 10-Q for the
          fiscal quarters ending March 31, 2006 and June 30,
          2006, and all other reports filed with the Commission
          during the past two years (collectively, the "Reports").
          The Company has also made available to Subscriber all
          other documents and information that Subscriber has
          requested relating to an investment in the Company
          including but not limited to, the Registration Statement
          and all documents incorporated therein by reference.
          Subscriber represents that it has received the
          Registration Statement, prior to or in connection with
          the receipt of this Agreement.

     (c)  By virtue of Subscriber's knowledge and experience in
          financial and business matters, Subscriber is capable of
          evaluating the merits and risks of an investment in the
          Shares. Subscriber has taken full cognizance of and
          understands all the risk factors related to the purchase of
          the Shares, including, but not limited to, those set forth
          in the Company's reports and registration statements
          filed with the Securities and Exchange Commission.

     (d)  Subscriber understands that the Shares are being offered
          and sold to Subscriber in reliance on specific provisions
          of federal and state securities laws of the United States
          of America and that the Company is relying upon the
          truth and accuracy of the representations, warranties,
          agreements, acknowledgments and understandings of
          Subscriber set forth herein in order to determine the
          applicability of such provisions.  Accordingly,
          Subscriber agrees to notify the Company of any events
          which would cause the representation and warranties of
          Subscriber to be untrue or breached at any time after the
          execution of this Agreement by Subscriber. The
          Subscriber acknowledges, represents and agrees that no
          action has been or will be taken in any jurisdiction
          outside the United States by the Company that would
          permit an offering of the Shares, or possession or
          distribution of offering materials in connection with the
          issue of the Shares in any jurisdiction outside the United
          States where action for that purpose is required.  Each
          Subscriber outside the United States will comply with
          all applicable laws and regulations in each foreign
          jurisdiction in which it purchases, offers, sells or
          delivers Shares or has in its possession or distributes any
          offering material, in all cases at its own expense.  No
          party has been authorized to make, and has not made,
          any representation or use of any information in
          connection with the issue, placement, purchase and sale
          of the Shares, except as set forth or incorporated by
          reference in the Base Prospectus or the Prospectus
          Supplement.

     (e)  Subscriber is an "accredited investor" as defined in Rule
          501 promulgated under the Securities Act of 1933, as
          amended.

     (f)  Subscriber, and any person acting in concert with
          Subscriber, currently has no existing short position, and
          during the last 20 trading days had no short position,
          with respect to the common stock of the Company and
          agrees not to enter into any short sales or other hedging
          transactions with respect to any securities of  the
          Company at any time after the execution of this
          Agreement by Subscriber and so long as any Shares are
          held by or for the benefit of Subscriber or its affiliates or
          persons acting in concert with Subscriber or its affiliates.

     (g)  In evaluating the suitability of an investment in the
          Company, Subscriber has not relied upon any
          representations or other information (whether oral or
          written) from the Company, and its officers, directors,
          agents, employees or representatives, other than as set
          forth in the Reports. With respect to tax and other
          economic considerations of this investment, Subscriber
          is not relying for advice on the Company, or any
          officers, directors, employees or agents thereof.

     (h)  Subscriber understands that Subscriber's subscription
          hereunder is not transferable or assignable, either before
          or after acceptance thereof by the Company, and that
          Shares will only be issued in the name of Subscriber and
          may not be assigned without the consent of the
          Company.

     (i)  The Shares will be acquired for Subscriber's own
          account, for investment purposes only, and not with a
          view to distribution, assignment or resale to others.

     (j)  Subscriber understands that no federal or state agency
          has made any finding or determination as to the fairness
          of this offering or any recommendation or endorsement
          relating to the Shares.

     (k)  The address heretofore provided to the Company by the
          Subscriber is the true and correct residence of the
          Subscriber, and Subscriber has no present intention of
          becoming a resident of any other state or jurisdiction. (If
          a corporation, trust or partnership, the Subscriber has its
          principal place of business at the address set forth below
          and was not organized for the specific purpose of
          acquiring the Shares).

     (l)  Subscriber acknowledges that any delivery of offering
          materials relating to the Shares prior to the
          determination by the Company of Subscriber's
          suitability as an investor shall not constitute an offer of
          Shares until such determination of suitability shall be
          made.

     (m)  This Agreement has been duly authorized, validly
          executed, and delivered on behalf of Subscriber and is a
          valid and binding agreement enforceable in accordance
          with its terms, subject to general principles of equity and
          to bankruptcy or other laws affecting the enforcement of
          creditors' rights generally.

     (n)  Subscriber has not taken any action that would cause the
          Company to be subject to any claim for commission or
          other fee or remuneration by any broker, finder, or other
          person and Subscriber hereby indemnifies the Company,
          and its officers, directors, shareholders and
          representatives, and each of their affiliates against any
          such claim caused by the actions of Subscriber or any of
          its employees or agents.

     (o)  Subscriber will not make any offers or sales of the
          Shares other than pursuant to a registration statement
          under the Securities Act or pursuant to an exemption
          from registration under the Securities Act.  The
          Subscriber will comply with applicable prospectus
          delivery requirements under the Exchange Act, and with
          all applicable securities laws upon resale of the Shares.

     (p)  Subscriber will not, directly or through any affiliate or
          person acting in concert with Subscriber, (i) create the
          lowest reported sales price on the NASDAQ National
          Market, (or other exchange or market if the Shares are
          traded thereon) for the common stock of the Company
          on any trading day or (ii) offer to sell shares of such
          common stock at a price lower than the then prevailing
          bid price for the common stock on such market.

     (q)  Subscriber hereby agrees to indemnify and hold
          harmless the Company, its directors,  officers, agents,
          representatives, and each of their affiliates against any
          and all loss, liability, claim, damage and expense
          (including reasonable fees of attorneys and experts) as
          incurred, but only with respect to untrue statements or
          omissions, or alleged untrue statements or omissions,
          made in the Registration Statement (or any amendment
          thereto), in reliance upon and in conformity with
          information furnished to the Company by Subscriber.

C.  Company Representations and Warranties

     7.  The Company hereby represents and warrants to the
Subscriber that:

     (a)  The Company is validly existing and in good standing
          under the laws of the State of Delaware and has all
          requisite corporate power and authority to enter into and
          to carry out and perform its obligations under this
          Agreement.

     (b)  When issued and paid for on the date of closing, the
          Shares will be validly issued, fully paid and non-
          assessable.

     (c)  When and if executed by the Company, this Agreement
          will have been duly authorized, validly executed, and
          delivered on behalf of the Company and will be a valid
          and binding agreement enforceable in accordance with
          its terms, subject to general principles of equity and to
          bankruptcy or other laws affecting the enforcement of
          creditors' rights generally.

     (d)  If this subscription is accepted by the Company, the
          Company will issue the Shares in the name of
          Subscriber.  Nothing in this section shall affect in any
          way Subscriber's obligations and agreement to comply
          with all applicable securities laws upon resale of the
          Shares.

     (e)  The Company has filed with the Commission a
          Registration Statement on Form S-3 (Registration File
          No. 333-133858) under the Securities Act of 1933, as
          amended (the "Securities Act"), which was declared
          effective by the S.E.C. on May 25, 2006, for the
          registration under the Securities Act of the Shares.  At
          the time of such filing, the Company met the
          requirements of Form S-3 under the Securities Act.
          Such registration statement meets the requirements set
          forth in Rule 415(a)(1)(x) under the Securities Act and
          complies with said Rule.  The Company will file with
          the Commission pursuant to Rule 424(b) under the
          Securities Act, and the rules and regulations (the "Rules
          and Regulations") of the Commission promulgated
          thereunder, a supplement to the form of prospectus
          included in such registration statement relating to the
          placement of the Shares and the plan of distribution
          thereof and has advised the Subscriber of all further
          information (financial and other) with respect to the
          Company required to be set forth therein.  The Company
          will also use its commercially reasonable efforts to keep
          the Registration Statement continuously effective under
          the Securities Act until the Shares have been sold
          pursuant to the Registration Statement or an exemption
          from the registration requirements of the Securities Act,
          or  may be sold without volume restrictions pursuant to
          Rule 144(k) as determined by the counsel to the
          Company pursuant to a written opinion letter to such
          effect, addressed and reasonably acceptable to the
          Company's transfer agent and the Subscriber.  Any
          reference in the Agreement to the Registration
          Statement, the Base Prospectus or the Prospectus
          Supplement shall be deemed to refer to and include the
          documents incorporated by reference therein (the
          "Incorporated Documents") pursuant to Item 12 of Form
          S-3 which were filed under the Securities Exchange Act
          of 1934, as amended (the "Exchange Act"), on or before
          the date of this Agreement, or the issue date of the Base
          Prospectus or the Prospectus Supplement, as the case
          may be; and any reference in this Agreement to the
          terms "amend," "amendment" or "supplement" with
          respect to the Registration Statement, the Base
          Prospectus or the Prospectus Supplement shall be
          deemed to refer to and include the filing of any
          document under the Exchange Act after the date of this
          Agreement, or the issue date of the Base Prospectus or
          the Prospectus Supplement, as the case may be, deemed
          to be incorporated therein by reference.  All references
          in this Agreement to financial statements and schedules
          and other information which is "contained," "included,"
          "described," "referenced," "set forth" or "stated" in the
          Registration Statement, the Base Prospectus or the
          Prospectus Supplement (and all other references of like
          import) shall be deemed to mean and include all such
          financial statements and schedules and other information
          which is or is deemed to be incorporated by reference in
          the Registration Statement, the Base Prospectus or the
          Prospectus Supplement, as the case may be.  No stop
          order suspending the effectiveness of the Registration
          Statement or the use of the Base Prospectus or the
          Prospectus Supplement has been issued, and no
          proceeding for any such purpose is pending or has been
          initiated or, to the Company's knowledge, is threatened
          by the Commission.

     (f)  The Registration Statement (and any further documents
          to be filed with the Commission on or prior to the
          Closing Date) contains all exhibits and schedules as
          required by the Securities Act.  Each of the Registration
          Statement and any post-effective amendment thereto, at
          the time it became effective, complied in all material
          respects with the Securities Act  and the Exchange Act
          and the applicable rules and regulations issued
          thereunder, and did not and, as amended or
          supplemented, if applicable, will not, contain any untrue
          statement of a material fact or omit to state a material
          fact required to be stated therein or necessary to make
          the statements therein not misleading.  The Base
          Prospectus and the Prospectus Supplement, each as of
          its respective date, comply in all material respects with
          the Securities Act and the Exchange Act and the
          applicable  rules and regulations issued thereunder.
          Each of the Base Prospectus and the Prospectus
          Supplement, as amended or supplemented, did not and
          will not contain as of the date thereof any untrue
          statement of a material fact or omit to state a material
          fact necessary in order to make the statements therein, in
          light of the circumstances under which they were made,
          not misleading.  The Incorporated Documents, when
          they were filed with the Commission, conformed in all
          material respects to the requirements of the Exchange
          Act and the applicable Rules and Regulations, and none
          of such documents, when they were filed with the
          Commission, contained any untrue statement of a
          material fact or omitted to state a material fact necessary
          to make the statements therein (with respect to
          Incorporated Documents incorporated by reference in
          the Base Prospectus or Prospectus Supplement, in light
          of the circumstances under which they were made) not
          misleading; and any further documents so filed an
          incorporated by reference in the Base Prospectus or
          Prospectus Supplement, when such documents are filed
          with the Commission, will conform in all material
          respects to the requirements of the Exchange Act and the
          applicable Rules and Regulations, as applicable, and
          will not contain any untrue statement of a material fact
          or omit to state a material fact necessary to make the
          statements therein, in light of the circumstances under
          which they were made, not misleading.  Notwithstanding
          the foregoing, the Company makes no representations or
          warranties as to information, if any, contained in or
          omitted from the Prospectus Supplement or any
          amendment thereof or supplement thereto in reliance
          upon and in conformity with information furnished in
          writing to the Company by or on behalf of the
          Subscriber specifically for use in the Registration
          Statement or the Prospectus Supplement.  No post-
          effective amendment to the Registration Statement
          reflecting any facts or events arising after the date
          thereof which represent, individually or in the aggregate,
          a fundamental change in the information set forth therein
          is required to be filed with the Commission.  There are
          no documents required to be filed with the Commission
          in connection with the transaction contemplated hereby
          that (x) have not been filed as required pursuant to the
          Securities Act or (y) will not be filed within the requisite
          time period.  There are no contracts or other documents
          required to be described in the Base Prospectus or
          Prospectus Supplement, or to be filed as exhibits or
          schedules to the Registration Statement, which have not
          been described or filed as required.

D. Miscellaneous

     8.  This Agreement constitutes the entire understanding of the
parties with regard to the subject matter, supersedes all written and
oral agreements with respect to the same and may not be waived,
modified, changed, discharged, terminated, revoked or canceled
except by a writing signed by the party against which enforcement
thereof is sought.

     9.   Each party shall indemnify the other against any loss, cost
or damages (including reasonable attorney's fees and expenses)
incurred as a result of such parties' breach of any representation,
warranty, or covenant contained in this Agreement.

     10.  This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York affecting
contracts made in and to be performed in such State without giving
effect to principles governing choice of laws, irrespective of the
domicile of any party or the place of execution of this Agreement
by any party or the location for performance of any of the terms
hereof, and the parties hereto shall be subject to the exclusive
jurisdiction of the state and federal courts located in Nassau
County, New York, United States of America.  Facsimile
signatures to  this Agreement or on any notice given hereunder
shall be binding on all parties hereto.

     11. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     12.  The Subscriber hereby certifies that Subscriber has read
and understands this Subscription Agreement, that the
representations and warranties made by the Subscriber in this
Subscription Agreement are accurate on the date hereof, that
Subscriber recognizes that the Company is relying on such
representations and warranties and covenants and that they shall
remain in effect through the closing of the sale of the Shares to
Subscriber hereunder unless Subscriber notifies the Company
otherwise.

     13.  All notices required or permitted to be given by either the
Company or the Subscriber pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when
delivered personally or by facsimile, or by overnight or two day
courier addressed to the parties at the last known address of the
party or such other address as a party may request by notifying the
other in writing.

     14.  The representations, warranties, covenants, indemnities,
and agreements of the parties contained herein  shall survive any
termination or expiration of this Agreement.

     IN WITNESS WHEREOF, the Subscriber has executed this
Subscription Agreement as of the date above written.

   ___________________________________________
   INVESTOR
   By: _______________________________________
   Print Name: ________________________________
   Title: ______________________________________
   Address:____________________________________
                 ____________________________________
                 ____________________________________
   Telephone:__________________________________
   Facsimile: __________________________________
   Number of Shares: ___________________________

Accepted and Agreed To:

RESEARCH FRONTIERS INCORPORATED

By:____________________________________________
     Robert L. Saxe, Chairman

     Date of Acceptance: August __, 2006
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>pressrelease082806.txt
<DESCRIPTION>RESEARCH FRONTIERS PRESS RELEASE DATED AUGUST 28, 2006
<TEXT>
GROUP INVESTS $2 MILLION IN RESEARCH FRONTIERS

Woodbury, New York - August 28, 2006.  A group of accredited investors,
led by the principals of a large international real estate group that
acquires, develops, and operates hotels, office buildings, warehouses,
shopping centers and casinos, have invested $2.0 million in Research
Frontiers Incorporated (Nasdaq: REFR), the developer and licensor of
SPD-Smart(tm) light-control film technology. The investors received
515,462 shares of Research Frontiers common stock. These securities
were sold pursuant to Research Frontiers' effective shelf-registration
statement filed with the SEC, and the proceeds will be used by
Research Frontiers to fund the development of its next-generation
SPD light-control film technology, and for working capital and
general corporate purposes.

"This funding will help us continue to enhance the already exceptional
performance of SPD technology, and to help our many licensees across
the world roll out SPD-Smart film and end-products and continue to
increase their production capacity," noted Joseph M. Harary,
President of Research Frontiers. "We have known the lead investors
in this offering personally for over 20 years, and appreciate their
understanding of the near-term and longer-term markets for SPD
light-control technology and the work that our licensees are doing."

SPD film has wide applicability in a variety of SPD-Smart products
including architectural, automotive, aircraft and marine windows,
as well as in instantly adjustable variable tint eyewear such as
sunglasses or ski goggles. In a window, sunroof, or other product
using VaryFast(tm) SPD-Smart(tm) technology, the user can manually
or automatically "tune" the amount of light, glare and heat coming
into a home, office, aircraft, train or other vehicle. SPD-Smart
windows, which can reduce energy consumption, also block over 99%
of harmful ultraviolet (UV) radiation to protect occupants and
substantially reduce the fading of carpets, furniture, and
artwork. Additional information about SPD-Smart windows and
other products can be found at www.SmartGlass.com.

About SPD Technology and Research Frontiers Incorporated

Research Frontiers Incorporated (Nasdaq: REFR) develops and
licenses suspended particle device (SPD) technology used in
VaryFast(tm) SPD-Smart(tm) light-control glass and plastic
products. SPD technology, made possible by a flexible light-
control film invented by Research Frontiers, allows the user
to instantly and precisely control the shading of glass or
plastic, either manually or automatically. SPD technology
has numerous product applications, including: SPD-Smart(tm)
windows, sunshades, skylights and interior partitions for
homes and buildings; automotive windows, sunroofs, sunvisors,
sunshades, and rear-view mirrors; aircraft and marine windows
and window shades; eyewear products; and flat panel displays
for electronic products.

SPD-Smart film technology was awarded a "Best of What's New Award"
from Popular Science magazine for home technology and was also
recognized as one of the top tech technologies by the Society of
Automotive Engineers' Aerospace Engineering magazine. SPD
technology is covered by approximately 450 patents and patent
applications held by RFI worldwide. Currently 35 companies are
licensed to use Research Frontiers' patented SPD light-control
technology in emulsions, film, or end products. Information
about Research Frontiers and its licensees can be found at
www.SmartGlass.com.

Note: From time to time Research Frontiers may issue forward-
looking statements which involve risks and uncertainties.
This press release contains forward looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Actual results could differ and are not guaranteed.
Any forward-looking statements should be considered accordingly.
SPD-SmartTM, SPD-SmartGlassTM, VaryFastTM, Powered by SPDTM,
The View of the Future - Everywhere You LookTM and Visit
SmartGlass.com - to change your view of the world(tm) are
trademarks of Research Frontiers Incorporated.

Contact:
Research Frontiers Incorporated
Joseph M. Harary, President
Patricia A. Bryant, Manager of Investor Relations
516-364-1902
info@SmartGlass.com
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