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                 Research Frontiers Incorporated
                    240 Crossways Park Drive
                  Woodbury, New York 11797-2033
                           516-364-1902



                                       										July 29, 2010

David L. Orlic, Esq.
Staff Attorney
Division of Corporation Finance
Mail Stop 3010
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:	Research Frontiers Incorporated
   	Form 10-K for Fiscal Year Ended December 31, 2009
	   Filed March 11, 2010
	   Form 10-Q for Fiscal Quarter Ended March 31, 2010
	   Filed May 6, 2010
	   File No. 001-09399

Dear Mr. Orlic:

      This letter is being submitted in response to the comments contained in
the July 15, 2010 letter from the Division of Corporation Finance (the "Staff")
of the Securities and Exchange Commission (the "Commission") to Joseph M.
Harary, Chief Executive Officer of Research Frontiers Incorporated (the
"Company," "we," "us," or "our"), with respect to the above-referenced Annual
Report on Form 10-K and Quarterly Report on Form 10-Q.  For convenience
of reference, the Staff's numbered comments are included in italics followed by
the Company's response to that comment.

      The Company's responses are as follows:

Part I

Item I. Business

1.	In your future filings, please include disclosure responsive to Item
   101(e)(4) of Regulation S-K.

      Response:

      The Company will include this disclosure in our future filings.

Item IA. Risk Factors

2.	In your future filings, please ensure that each risk factor is set forth
   under a subcaption that adequately describes the risk. See Item 501(c) of
   Regulation S-K.

    Response:

      The Company will include the requested subcaptions in our future filings.

Item 10. Directors. Executive Officers and Corporate Governance (Incorporated by
Reference from Definitive Proxy Statement on Schedule 14A, filed April 30, 2010)

Corporate Governance

Board Leadership Structure and Risk Oversight, page 7

3.	We note your disclosure in response to Item 402(s) of Regulation S-K. Please
   describe the process you undertook to reach the conclusion that disclosure is
   not necessary.

    Response:

      The Compensation Committee reviewed and evaluated the Company's executive
and non-executive compensation policies and practices, including, specifically,
the mix between salary and bonus, cash and equity, short-term and long-term
incentives, and the use ofperformance measures and discretion with respect to
individual awards.  The Compensation Committee also evaluated how the Company's
compensation policies and practices could encourage excessive risk taking and
how the Company's policies and practices are structured to mitigate any such
risks.  In this regard, the Compensation Committee considered the following:
(i) while base salary is the primary component of total compensation for most of
the Company's employees and such salaries are generally competitive, the Company
has attempted to better align the interests of its executive officers and its
stockholders by increasingly emphasizing incentive compensation for its
executive officers, (ii) the Compensation Committee believes that the Company's
incentive plans for senior management, executive officers and its employees
include an appropriate mix of short-term and long-term performance incentives
and cash and equity compensation, (iii) the Compensation Committee believes that
the goals and objectives in the Company's incentive plans are reasonable and do
not incentivize employees to take excessive risks, and (iv) the Company has one
business unit so that there does not exist the risk that (A) any one business
unit of the Company carries a significant portion of the Company's risk profile,
(B) is significantly more profitable than other business units within the
Company, or (C) that the compensation structure is inconsistent among business
units.

      As a result of this review and evaluation, the Compensation Committee
concluded that any risks that may result from the Company's compensation
policies and practices are not reasonably likely to have a material adverse
effect on the Company.

Item II. Executive Compensation (Incorporated by Reference from Definitive Proxy
Statement on Schedule 14A, filed April 30, 2010)

Compensation Consultants and Benchmarking. page 15

4.	We note that your compensation committee reviewed the compensation practices
of the peer group you have identified on page 15. However, you do not indicate
the basis on which the peer group was selected or how you used the peer and
industry compensation information. In your response letter and with a view
towards disclosure, please identify the data used by your compensation
committee, including survey components, the elements of compensation, and how
your compensation practices compared to your peer group.  For example, if the
compensation committee benchmarked compensation at a certain range or percentile
of the opportunity provided by the component companies, the range or percentile
should be disclosed. Refer to Item 402(b)(xiv) of Regulation S-K.

      Response:

      Peer group compensation information is one factor that the Compensation
Committee considers in assessing the reasonableness of the Company's
compensation practices.  When setting compensation for 2009, the Compensation
Committee, with assistance from Dolmat Connell & Partners, the Company's
compensation consultant, compared the compensation of Messrs. Saxe and Harary
against the compensation paid by a peer group of publicly-traded companies.  The
Compensation Committee used the companies in the compensation peer group based
on its belief that they are similar to the Company in terms of business type,
employee skill sets, revenue, and market capitalization.

      The Compensation Committee reviewed and compared Mr. Saxe's and Mr.
Harary's base salary, actual total cash compensation (base salary plus actual
bonus), target total cash compensation (base salary plus target bonus), long-
term incentive compensation (fair value of stock options, restricted shares, and
performance-based long-term incentive plans, annual equity participation (annual
shares granted as a percent of shares outstanding) and actual total direct
compensation (actual total cash plus long-term incentive compensation) to that
of executive officers serving similar roles for members of the compensation peer
group.  While the Compensation Committee did not benchmark compensation at a
certain range or percentile of the compensation paid by the compensation peer
group, the Compensation Committee determined that Mr. Saxe's and Mr. Harary's
compensation mix was comparable to the compensation mix paid by the compensation
peer group after adjusting for experience, education, and responsibilities.

      We will provide similar disclosure in our future filings to the extent
applicable.

Performance-based Annual Incentive Compensation, page 16

5.	It appears from your disclosure that the company performance objectives you
reference were material to your executive compensation policies and decision-
making processes for fiscal 2009, and in particular, your determination of
performance-based annual incentive compensation for your named executive
officers. Specifically, we note that Mr. Harary's 2009 compensation was tied to
various business and financial goals during the year. In your response letter
and with a view towards future filings, please disclose the targeted revenue
levels established as a performance goal for Mr. Harary and explain in more
detail how "strengthening the company's financial condition" is defined.

      Response:

      The Company's Board of Directors (the "Board") set the aggregate target
bonus for Mr. Harary at $150,000 for 2009.  The Board allocated $75,000 of the
aggregate target bonus to the achievement of goals relating to strengthening the
Company's financial condition.  The bonus for this category was based on the
amount of capital raised by the Company during 2009, with a "threshold amount"
of $2 million and a "targeted amount" of $3.75 million.  If the Company raised
an amount between the threshold and targeted amount, Mr. Harary would be
entitled to a bonus of between $40,000 and $75,000, depending upon the total
amount raised.  If more than $3.75 million was raised, the Board could elect to
award a bonus in excess of $75,000.  The Company raised $2.85 million in 2009,
and, accordingly, Mr. Harary's bonus with respect to the first category was
$57,000.

      The Board allocated $37,500 of the aggregate target bonus to the
achievement of targeted revenue levels.  The bonus for this category was based
on the level of the Company's royalty income, with a "threshold amount" of
$500,000 and a "targeted amount" of $750,000.  If the Company's royalty income
was between the threshold and targeted amount, Mr. Harary would be entitled to a
bonus of between $25,000 and $37,500, depending upon the total amount of royalty
income achieved.  If royalty income exceeded the targeted amount, Mr. Harary was
entitled to receive an additional bonus based upon the amount of royalty income
in excess of the targeted amount.  Royalty income for 2009 was $593,662 and,
accordingly, Mr. Harary's bonus with respect to the second category was $29,683.

      The Board allocated $37,500 of the aggregate targeted bonus to the
achievement of certain qualitative improvements to the Company's light-control
technology and the establishment of strategic goals for the entire Company and
their efficient implementation and management.  The Compensation Committee
determined that Mr. Harary's bonus in 2009 with respect to this category should
be $32,500, which amount was paid to Mr. Harary in early 2010 after results for
the entire calendar year were determined.

      In future filings we will provide, to the extent that it would not involve
the disclosure of sensitive and confidential business information and strategies
of the Company or its licensees, the requested disclosure regarding performance-
based annual incentive compensation for our named executive officers.

6.	With regard to Mr. Harary's bonus, you state that for some categories,
payment of the bonus amount allocated to that category was dependent upon the
Company's achievement of at least a "threshold" level of performance. Please
clarify which categories you refer to that require achievement of a certain
threshold level of performance before payment is made. In your response letter,
please tell us whether the threshold was met in each applicable instance. If the
threshold was not met, tell us whether discretion was exercised in awarding the
bonus payment allocated to Mr. Harary.

      Response:

      The Company's response is included in its response to comment 5 above.

Long-Term Equity Compensation, page 17

7.	 Although you provide general information regarding policies relating to your
long-term equity compensation, your disclosure should also provide substantive
analysis and insight into how the compensation committee determined the actual
award amounts for each named executive officer. With a view toward providing
expanded disclosure in future filings, please tell us how the compensation
committee determined the specific equity awards made to your named executive
officers in fiscal 2009.

      Response:

      The Compensation Committee does not employ standard criteria or
performance measures from year to year in the granting of equity awards. Rather,
the form and amount of equity awards are based on a subjective determination by
the Compensation Committee of the effectiveness of each named executive officer
and the extent of his contributions to the Company.  For 2009, the Company
sought to emphasize equity compensation as a means to better align the interests
of its named executive officers and stockholders and to promote the retention of
its named executive officers.  Accordingly, the Company awarded long-term equity
awards at levels it believes reflect these goals.

      In future filings we will provide the requested disclosure regarding how
the compensation committee determined specific equity awards.

Item 13.Certain Relationships and Related Transactions and Director Independence

8.	You state that you have incorporated by reference the information required by
this Item from your definitive proxy statement; however, your definitive proxy
statement does not include responsive disclosure. While we understand from your
disclosure in Item 7 that you have not engaged in any related party
transactions, you must still include disclosure regarding your policies for
related party transactions under Item 404(b )(1). Refer to Questions 130.06 of
our Compliance and Disclosure Interpretations relating to Regulation S-K
available on our website.

      Response:

      Although the Company has not had a related-party transaction requiring
disclosure in its history as a public company, the Company's policy is to follow
the procedures established under Delaware corporate law for approval of related-
party transactions.

       In future filings we will provide the requested disclosure regarding the
Company's policies for related party transactions under Item 404(b)(1).

Part IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

9.	In Note 7(b)(i) to your financial statements, you refer to your 2008 Equity
Incentive Plan, but you do not appear to have filed this plan as an exhibit to
your Form 10-K. Please advise. Refer to Item 601(b)(10)(iii) of Regulation S-K.

      Response:

      The Company's 2008 Equity Incentive Plan was attached as an exhibit to the
Company's April 30, 2008 Proxy Statement and was also incorporated by reference
into the Company's Registration Statement on Form S-8 (File No. 333-159094)
filed with the Commission on May 8, 2009. This document was inadvertently
omitted from the list of exhibits in our most recent Form 10-K and this will be
corrected in future filings.

Exhibit 31.1 and 31.2

10.	 As noted in our prior letter to you dated May 22, 2009, the language of the
certifications required by Rule 13a-14(a) may not be altered in any manner from
the form appearing in Item 60 I (b )(31 )(i) of Regulation S-K. In this regard,
we note that you have included the titles of your certifying officers in the
introductory paragraph of your certifications. Please confirm that in future
filings you will not alter the form of the certifications in any manner from
that appearing in Item 601 (b)(3 I)(i). This comment also applies to your Form
10-Q.

      Response:

      This will be corrected in future filings.

Form 10-Q for Fiscal Quarter Ended March 31, 2010

Item 4. Controls and Procedures

11.	 You state that your chief executive officer and chief financial officer
concluded that your disclosure controls and procedures were effective in timely
alerting them to material information relating to the company. As noted in
our prior letter to you dated May 22, 2009, these effectiveness conclusions are
stated in terms that are more limited in scope than the definition of
"disclosure controls and procedures" as set forth in Exchange Act Rule
13a-15(e). In your response letter, please confirm, if true, that your officers
evaluated and concluded that as of March 31, 2010, your disclosure controls and
procedures are designed, and are effective, to ensure that information required
to be disclosed by your company in the reports you file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms, and are also effective to
ensure that information required to be disclosed in the reports that you file or
submit under the Exchange Act is accumulated and communicated to your
management, including your chief executive officer and chief financial officer,
as appropriate to allow timely decisions regarding required disclosure. In
future filings, to the extent you include a definition of disclosure controls
and procedures in your effectiveness conclusions, please include the entire
definition as set forth in Exchange Act Rule 13a-15(e).

      Response:

      The Company confirms that its officers evaluated and concluded that as of
March 31, 2010, our disclosure controls and procedures are designed, and are
effective, to ensure that information required to be disclosed by our company in
the reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission'
s rules and forms, and are also effective to ensure that information required to
be disclosed in the reports that we file or submit under the Exchange Act is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.

      In future filings, to the extent we include a definition of disclosure
controls and procedures in our effectiveness conclusions, we will include the
entire definition as set forth in Exchange Act Rule 13a-15(e).

      The Company's management acknowledges the following:

-the Company is responsible for the adequacy and accuracy of the disclosure
 in its filings;
-Staff comments or changes to disclosure in response to Staff comments do not
 foreclose the Commission from taking any action with respect to the filing;
 and
-the Company may not assert Staff comments as a defense in any proceeding
 initiated by the Commission or any person under the federal securities laws of
 the United States.

      For further information or clarification with respect to the Company's
responses to the Staff's comments, please feel free to contact me at
(516) 364-1902 ext. 220.

                               Sincerely,

                            /s/Joseph M. Harary

                               Joseph M. Harary
                               President and Chief Executive Officer


cc:	Stephani Bouvet-SEC Division of Corporate Finance
    (tel: 202-551-3545 fax: 202-772-9210)
    Robert J. Hasday, Esq.-Duane Morris LLP
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