<SEC-DOCUMENT>0001206774-12-003238.txt : 20120802
<SEC-HEADER>0001206774-12-003238.hdr.sgml : 20120802
<ACCEPTANCE-DATETIME>20120802163117
ACCESSION NUMBER:		0001206774-12-003238
CONFORMED SUBMISSION TYPE:	424B2
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20120802
DATE AS OF CHANGE:		20120802

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:		424B2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-179099
		FILM NUMBER:		121003842

	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>424B2
<SEQUENCE>1
<FILENAME>rfi_424b2.htm
<DESCRIPTION>PROSPECTUS FILED PURSUANT TO RULE 424(B)(2)
<TEXT>

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<P align=left><FONT face="Times New Roman" size=2>FILED PURSUANT TO RULE 424(b)(2)<BR>

REGISTRATION NO. 333-179099</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>PROSPECTUS SUPPLEMENT DATED AUGUST 2, 2012<BR>
TO PROSPECTUS DATED JANUARY 19,
2012</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>RESEARCH FRONTIERS INCORPORATED
</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>589,227  Shares of Common Stock</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>117,846 Warrants to Purchase Common
Stock at $4.45 per Share<BR>___________________</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Research Frontiers Incorporated is selling to accredited investors a total
of 589,227 shares of common stock and warrants expiring July 31, 2017 to purchase 117,846 shares of common stock at an
exercise price of $4.45 per share. This offering is part of a &quot;shelf&quot; registration statement that we have filed
with the Securities and Exchange Commission which was declared effective by the SEC on February 14, 2012. The shelf
registration statement covers the issuance of up to 3,000,000 shares of common stock, and/or warrants to purchase such common
stock. Each time that we sell our securities under the registration statement, we will issue a prospectus supplement like
this one, which includes the terms of the offering such as the price, terms and amount of securities being sold. We may sell
these securities to or through underwriters and also to other purchasers or through agents. We will set forth the names of
any underwriters or agents in the accompanying prospectus supplement.</FONT></P>
<DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>Our common
stock is listed on the Nasdaq Capital Market under the symbol "REFR." The last
reported sale price of our common stock on the Nasdaq Capital Market on August 1, 2012 was $2.92.<BR></FONT></DIV>
<DIV align=center><FONT face="Times New Roman" size=2>___________________<BR>&nbsp;</FONT></DIV>
<DIV align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>Investing in our common stock involves a high degree of risk. See 'Risk
Factors' beginning on page 3.<BR></FONT></DIV>
<DIV align=center><FONT face="Times New Roman" size=2>___________________</FONT></DIV><BR>
<div align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.</FONT></div>
<DIV align=center><FONT face="Times New Roman" size=2>___________________<BR>&nbsp;</FONT></DIV>

<TABLE style="LINE-HEIGHT: 14pt; BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR>
    <TD width="92%"></TD>
    <TD width="1%" ></TD>
    <TD noWrap width="3%"><FONT face=serif size=2>Per Unit(1)</FONT></TD>
    <TD width="1%" ></TD>
    <TD noWrap width="3%" ><FONT face=serif size=2>Total
      Offering</FONT></TD></TR>
  <TR>
    <TD width="92%" bgColor=#c0c0c0><FONT face=serif size=2>Public Offering
      Price:</FONT></TD>
    <TD width="1%"  bgColor=#c0c0c0>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=right width="3%" bgColor=#c0c0c0><FONT face=serif size=2>$2.97</FONT></TD>
    <TD align=right width="1%"  bgColor=#c0c0c0>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=right width="3%"  bgColor=#c0c0c0><FONT face=serif size=2>$1,750,000.00</FONT></TD></TR>
  <TR>
    <TD noWrap width="92%" ><FONT face=serif size=2>Proceeds,
      before expenses, to us:</FONT></TD>
    <TD width="1%" ></TD>
    <TD align=right width="3%" ><FONT face=serif size=2>$2.97</FONT></TD>
    <TD align=right width="1%" ></TD>
    <TD align=right width="3%" ><FONT face=serif size=2>$1,750,000.00</FONT></TD></TR></TABLE><BR>
<TABLE cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR>
    <TD width="1%" valign=top><FONT size=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    </FONT></TD>
    <TD width="99%"><FONT size=2>Each Unit consists of one share and one-fifth
      of a warrant expiring July 31, 2017 to purchase common stock at an
      exercise price of $4.45 per share.</FONT></TD></TR></TABLE><BR>

<P align=left><FONT face="Times New Roman" size=2>Delivery of the shares of common stock and warrants to the purchasers is expected to be made on or about August 2, 2012.</FONT></P>

<P align=center><FONT face="Times New Roman" size=2>The date of this prospectus supplement is August 2, 2012</FONT></P>

<HR align=center width="100%" noShade SIZE=2>

<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>


<P align=center><FONT face="Times New Roman" size=2>ABOUT THIS PROSPECTUS SUPPLEMENT</FONT></P>


<P align=left><FONT face="Times New Roman" size=2>This prospectus supplement and the accompanying base prospectus dated January 19, 2012 are part of a &quot;shelf&quot; registration statement that we have filed with the Securities and Exchange Commission, or SEC. Each time we sell securities under the accompanying base prospectus we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the price, the amount of common stock being offered and the plan of distribution. The shelf registration was declared effective by the SEC on February 14, 2012. This prospectus supplement describes the specific details regarding this offering, including the price, the amount of common stock being offered, the risks of investing in our common stock and the plan of distribution. The accompanying base prospectus provides general information about us, some of which, such as the section entitled &quot;Plan of Distribution,&quot; may not apply to this offering.</FONT></P>

<P align=left><FONT face="Times New Roman" size=2>If information in this prospectus supplement is inconsistent with the accompanying base prospectus or the information incorporated by reference, you should rely on this prospectus supplement. You should read both this prospectus supplement and the accompanying base prospectus together with the additional information about Research Frontiers Incorporated to which we refer you in the section of this prospectus supplement entitled &quot;Available Information.&quot;</FONT></P>

<P align=center><FONT face="Times New Roman" size=2>SUMMARY</FONT></P>
<P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>You should read the entire prospectus, including the section entitled
'Risk Factors,' carefully before making an investment decision.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>THE COMPANY</FONT></P>
<P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>Research Frontiers Incorporated ("Research Frontiers" or the "Company")
develops and licenses its suspended particle technology for controlling the
amount of light passing through a device. Such suspended particle devices are
often referred to as "SPDs," "light valves," or "SPD-Smart "
products.</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>SPDs use
microscopic light-absorbing particles that are either in a liquid suspension or
a film. The microscopic particles align when an electrical voltage is applied.
This permits light to pass through the device, and allows the amount of light to
be controlled. Our offices are located at: 240 Crossways Park Drive, Woodbury,
NY 11797 (telephone: 516-364-1902).</FONT></P>



<P align=center><FONT face="Times New Roman" size=2>THE OFFERING</FONT></P>

<TABLE style="LINE-HEIGHT: 14pt; BORDER-COLLAPSE: collapse" cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR>
    <TD width="95%"><FONT face=serif size=2>Common Stock issued by Research
      Frontiers:</FONT></TD>
    <TD width="1%" >&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD noWrap align=left width="3%"><FONT face=serif size=2>589,227
      shares</FONT></TD></TR>
  <TR>
    <TD noWrap width="95%" ><FONT face=serif size=2>Common Stock
      Outstanding after this offering:</FONT></TD>
    <TD width="1%" ></TD>
    <TD noWrap align=left width="3%" ><FONT face=serif size=2>19,496,782 shares</FONT></TD></TR>
  <TR>
    <TD noWrap width="95%" ><FONT size=2>Warrants exercisable at
      $4.45 per share:</FONT></TD>
    <TD width="1%" ></TD>
    <TD noWrap align=left width="3%" ><FONT size=2>117,846
      warrants</FONT></TD></TR>
  <TR>
    <TD noWrap width="95%" ><FONT size=2>Use of
    Proceeeds:</FONT></TD>
    <TD width="1%" ></TD>
    <TD noWrap align=left width="3%" ><FONT size=2>general
      corporate purposes</FONT></TD></TR>
  <TR>
    <TD noWrap width="95%" ><FONT size=2>Nasdaq Capital Market
      Symbol:</FONT></TD>
    <TD width="1%" ></TD>
    <TD noWrap align=left width="3%" ><FONT size=2>REFR</FONT></TD></TR></TABLE>


<P align=left><FONT face="Times New Roman" size=2>The number of shares of common stock outstanding after this offering is based upon 18,907,555 shares outstanding as of August 1, 2012. It excludes outstanding options and warrants (not including the warrants issued in this offering) to purchase 2,003,906 shares of common stock, and options or other equity awards for 418,508 shares available for future issuance pursuant to the Company's 2008 Equity Incentive Plan.</FONT></P>


<P align=center><FONT face="Times New Roman" size=2>RISK FACTORS</FONT></P>
<P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>In addition to the other information in this prospectus, you should
carefully consider the following factors in evaluating us and our business
before purchasing the shares of common stock offered hereby. This prospectus
contains, in addition to historical information, forward-looking statements that
involve risks and uncertainties, some of which are beyond our control. Should
one or more of these risks and uncertainties materialize or should underlying
assumptions prove incorrect, our actual results could differ
materially. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed below, as well
as those discussed elsewhere in this prospectus, including the documents
incorporated by reference.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>There are risks associated with investing
in companies such as ours who are engaged in research and development. Because
of these risks, you should only invest if you are able to bear the risk of
losing your entire investment. Before investing, in addition to risks which
could apply to any issuer or offering, you should also consider the business we
are in and the following:</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Source and Need for Capital.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>As of September 30, 2011, we had
approximately $4.7 million in cash, cash equivalents and bank certificates of
deposits. As we take steps in the commercialization and marketing of our
technology, or respond to potential opportunities and/or adverse events, our
working capital needs may change. We anticipate that if our cash and cash
equivalents are insufficient to satisfy our liquidity requirements, we will
require additional funding to sustain our ongoing operations and to continue our
SPD technology research and development activities.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We have funded most of our activities
through sales of our common stock to investors, and upon the exercise of options
and warrants. Eventual success of the Company and generation of positive cash
flow will be dependent upon the extent of commercialization of products using
the Company's technology by the Company's licensees and payments of continuing
royalties on account thereof. We can give no assurances that we will generate
sufficient revenues in the future (through sales of our common stock, exercise
of options and warrants, royalty fees, or otherwise) to satisfy our liquidity
requirements or sustain future operations, or that additional funding, if
required, will be available when needed or, if available, on favorable
terms.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>History of Operating Losses.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We have experienced net losses from
operations, and we may continue to incur net losses from operations in the
future. We have incurred substantial costs and expenses in researching and
developing our SPD technology. As of September 30, 2011, we had a cumulative net
loss of $83,584,461 since our inception. Our net loss was $3,874,865 in 2010,
$4,002,761 in 2009 and $2,594,843 in 2008 (which includes non-cash accounting
charge in 2010, 2009 and 2008 of $772,604, $445,913, and $126,408, respectively,
resulting from the expensing of stock options).</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>We have never declared a cash dividend and
do not intend to declare a cash dividend in the foreseeable future.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We have never declared or paid cash
dividends on our common stock. Payment of dividends on our common stock is
within the discretion of our Board of Directors and will depend upon our future
earnings, capital requirements, financial condition and other relevant factors.
We do not anticipate declaring or paying any cash dividends on our common stock
in the foreseeable future.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We do not directly manufacture or market
products using SPD technology and depend upon activities by our licensees and
their customers.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We depend upon the activities of our
licensees in order to be profitable. We do not directly manufacture or market
products using SPD technology. Although a variety of products have been sold by
our licensees, and because it is up to our licensees to decide when and if they
will introduce products using SPD technology, we cannot predict when and if our
licensees will generate substantial sales of such products. Our SPD technology
is currently licensed to 39 companies. Other companies are also evaluating SPD
technology for use in various products. In the past, some companies have
evaluated our technology without proceeding further. While we expect that our
licensees would be primarily responsible for manufacturing and marketing
SPD-Smart products and components, we are also engaging in market development
activities to support our licensees and build the smart glass industry. We
cannot control whether or not our licensees will develop SPD products. Some of
our licensees appear to be more active than others, some appear to be better
capitalized than others, and some licensees appear to be inactive. There is no
guarantee when or if our licensees will successfully produce any commercial
product using SPD technology in sufficient quantities to make the Company
profitable.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>SPD-Smart products have only recently been
introduced.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Products using SPD technology have only
recently begun to be introduced into the marketplace. Developing products using
new technologies can be risky because problems, expenses and delays frequently
occur, and costs may or may not come down quickly enough for such products using
new technologies to rapidly penetrate mass market applications.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>SPD-Smart products face intense
competition, which could affect our ability to increase our revenues.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The market for SPD-Smart products is
intensely competitive and we expect competition to increase in the future. We
compete based on the functionality and the quality of our product. Many of our
current and potential competitors have significantly greater financial,
technical, marketing and other resources than we have. In addition, many of our
competitors have well-established relationships with our current and potential
customers and have extensive knowledge of our industry. If our competitors
develop new technologies or new products, improve the functionality or quality
of their current products, or reduce their prices, and if we are unable to
respond to such competitive developments quickly either because our research and
development efforts do not keep pace with our competitors or because of our lack
of financial resources, we may be unable to compete effectively.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Declining production of automobiles,
airplanes, boats and real estate could harm our business.</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>Our licensees&#146; commercialization efforts
of SPD-Smart products could be negatively impacted if the global production of
automobiles, airplanes, boats and real estate construction declines
significantly. If such commercialization is reduced, our revenues, results of
operations and financial condition could be negatively impacted.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Single source of SPD film.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Our end-product licensees require a source
of SPD film to manufacture finished products. Currently, Hitachi Chemical is the
sole source of commercial quantities of SPD-film. There are several other
companies that are licensed to manufacture SPD-film, but they have not begun
commercial production of this film. Our end-product licensees&#146; ability to sell
SPD products could be negatively impacted if there was a prolonged disruption in
SPD-film availability. Such a disruption could also negatively impact our
revenues, results of operations and financial condition.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We are dependent on key personnel.
</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Our continued success will depend, to a
significant extent, on the services of our directors, executive management team,
key personnel and certain key scientists. If one or more of these individuals
were to leave the Company, there is no guarantee that we could replace them with
qualified individuals in a timely or economically satisfactory manner or at all.
The loss or unavailability of any or all of these individuals could harm our
ability to execute our business plan, maintain important business relationships
and complete certain product development initiatives, which would have a
material adverse effect on our business, results of operations and financial
conditions.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Dependence on SPD-Smart
technology.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Because SPD technology is the only
technology we work with, our success depends upon the viability of SPD
technology which has yet to be fully proven. We have not fully ascertained the
performance and long-term reliability of our technology, and therefore there is
no guarantee that our technology will successfully be incorporated into all of
the products which we are targeting for use of SPD technology. We expect that
different product applications for SPD technology will have different
performance and reliability specifications. We expect that our licensees will
primarily be responsible for reliability testing, but that we may also continue
to do reliability testing so that we can more effectively focus our research and
development efforts towards constantly improving the performance characteristics
and reliability of products using SPD technology.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Our patents and other protective measures
may not adequately protect our proprietary </FONT><FONT face="Times New Roman" size=2>intellectual property, and we may be infringing on the rights of
others.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Our intellectual property, particularly
our proprietary rights in our SPD technology, is critical to our success. We
have received various patents, and filed other patent </FONT><FONT face="Times New Roman" size=2>applications, for various applications and aspects of our SPD technology.
In addition, we generally enter into confidentiality and invention agreements
with our employees and consultants. Such patents and agreements and various
other measures we take to protect our intellectual property from use by others
may not be effective for various reasons generally applicable to patents and
their granting and enforcement. In addition, the costs associated with enforcing
patents, confidentiality and invention agreements or other intellectual property
rights may be expensive. Our inability to protect our proprietary intellectual
property rights or gain a competitive advantage from such rights could harm our
ability to generate revenues and, as a result, our business and
operations.</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P STYLE="text-align: center"><FONT face="Times New Roman" size=2>AVAILABLE INFORMATION</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Research Frontiers files reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy such reports, proxy statements and other information at
the public reference room maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549 and you can obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an internet web site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding issuers, such
as Research Frontiers, that file electronically with the SEC. Additional
information about us can also be found at our web site at
http://www.SmartGlass.com.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The SEC allows us to incorporate by
reference the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference into this
prospectus our:</FONT></P>
<UL style="FONT-SIZE: 10pt; MARGIN-LEFT: 16px" type=circle>
  <LI><FONT face="Times New Roman" size=2>annual report on Form 10-K for the fiscal year
  ended December 31, 2011, </FONT></LI>
  <LI><FONT face="Times New Roman" size=2>the portions of the proxy statement dated April
  27, 2012 for our annual meeting of stockholders held on June 14, 2012
  that have been incorporated by reference into our report on Form 10-K for the
  fiscal year ended December 31, 2011,</FONT> </LI>
  <LI><FONT face="Times New Roman" size=2>quarterly reports on Form 10-Q for the fiscal
  quarter ended March 31, 2012.</FONT></LI>
  <LI><FONT face="Times New Roman" size=2>current reports on Form 8-K filed with the SEC on
  3/7/2012, 3/26/2012, 3/29/2012, 4/5/2012, 5/1/2012, 5/15/2012, 6/4/2012, 6/18/2012, 7/9/2012 and 8/2/2012.</FONT></LI>
  <LI><FONT face="Times New Roman" size=2>the description of the capital stock contained in
  the Research Frontiers registration statements on Form 8-A under the
  Securities Exchange Act of 1934 dated July 31, 1995 and February 24,
  2003.</FONT></LI></UL>
<P align=left><FONT face="Times New Roman" size=2>All filings filed by Research Frontiers
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
subsequent to the initial filing of this prospectus and prior to the termination
of the offering or sale of all of common stock offered under this prospectus
shall be deemed to be incorporated by reference into this prospectus.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>This prospectus is part of a registration
statement we filed with the SEC. As permitted by the SEC, this prospectus does
not contain all of the information set forth in the registration statement and
the exhibits and schedules thereto. The statements contained in this prospectus
as to the contents of any contract or any other document are not necessarily
complete. In each case you should refer to the copy of such contract or document
filed as an exhibit to the registration statement.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We will provide each person to whom this
prospectus is delivered, a copy of any information we have incorporated by
reference but have not delivered along with this prospectus. If you would like a
copy of any document incorporated herein by reference, other than exhibits
unless such exhibits are specifically incorporated by reference in any such
document, you can call or write to us at our principal executive
offices:</FONT></P>
<HR align=center width="100%" noShade SIZE=2>

<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>240 Crossways Park Drive, Woodbury, New
York 11797-2033, </FONT><FONT face="Times New Roman" size=2>Attention: Corporate Secretary
(telephone: (516) 364-1902). We will provide this information without charge to
any person, including a beneficial owner, to whom a copy of this prospectus is
delivered upon written or oral request.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>No dealer, salesperson or other individual
has been authorized to give any information or to make any representation not
contained in or incorporated by reference in this prospectus or in any
supplement to this prospectus. If given or made, you must not rely on such
information or representation as having been authorized by Research Frontiers.
Neither the delivery of this prospectus nor any sale made hereunder will, under
any circumstances, create an implication that there has not been any change in
the affairs of Research Frontiers since the date of this prospectus or that the
information contained herein is correct or complete as of any time after the
date of this prospectus.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>This prospectus and any supplement to this
prospectus do not constitute an offer to sell or a solicitation of an offer to
buy any securities offered hereby to any person, or by anyone, in any
jurisdiction in which such offer or solicitation may not lawfully be
made.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The information set forth herein and in
all publicly disseminated information about Research Frontiers, includes
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and is subject to the safe harbor created by
that section. Readers are cautioned not to place undue reliance on these
forward-looking statements as they speak only as of the date of this prospectus
and are not guaranteed.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>DIVIDENDS</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Research Frontiers has never paid any cash
dividends and does not expect to pay any cash dividends for the foreseeable
future.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>USE OF PROCEEDS</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Unless we indicate otherwise in the
applicable prospectus supplement, we currently intend to use the net proceeds
from this offering for general corporate purposes, including our internal
research and development programs, general working capital and possible future
acquisitions.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We have not determined the amounts we plan
to spend on any of the areas listed above or the timing of these expenditures.
As a result, our management will have broad discretion to allocate the net
proceeds from this offering. Pending application of the net proceeds as
described above, we intend to invest the net proceeds of the offering in money
market funds and other interest-bearing investments.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>DESCRIPTION OF SECURITIES</FONT></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>We may sell from time to time, in one or
more offerings common stock and/or warrants to purchase common stock.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>DESCRIPTION OF COMMON STOCK</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Research Frontiers can issue 100,000,000
shares of common stock, $0.0001 par value per share. 18,907,555 shares were
outstanding as of the date of this prospectus. Holders of common stock are
entitled to one vote per share on matters submitted to shareholders for their
approval, to dividends if declared by Research Frontiers, and to share in any
distribution of Research Frontiers' assets. All outstanding shares of common
stock are fully paid for and non-assessable. Holders of common stock do not have
cumulative voting rights or preemptive rights. Therefore, a minority stockholder
may be less able to gain representation on Research Frontiers' board of
directors.</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>Listing</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Our common stock is listed on the Nasdaq
Capital Market under the symbol "REFR".</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Transfer Agent and Registrar</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Continental Stock Transfer and Trust
Company is the transfer agent and registrar for our common stock.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>DESCRIPTION OF WARRANTS</FONT></P>


<P align=left><FONT face="Times New Roman" size=2>Each purchaser in this
offering will receive a warrant to purchase one share of our common stock for
every five shares of common stock purchased in this offering. The warrants will
be issued pursuant to warrant agreements executed by us. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Each warrant will entitle the
holder to purchase one share of common stock at an exercise price of $4.45 per
share. Holders of the warrants may exercise the warrants at any time from July
30, 2012 to 4:30 P.M. Woodbury, New York time on July 31, 2017, after which
unexercised warrants will become void. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Holders of the warrants may
exercise the warrants by delivering the warrant certificate representing the
warrants to be exercised together with specified information, and paying the
required amount to the Company in immediately available cash funds. Upon receipt
of the required payment and the warrant certificate properly completed and duly
executed, we will issue and deliver the number of shares of common stock
purchasable upon such exercise. If fewer than all of the warrants represented by
the warrant certificate are exercised, then we will issue a new warrant
certificate for the remaining amount of warrants. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The Warrants provide that
unless a holder waives the provision, the warrantholder may not exercise the
warrant to the extent that such execise will cause the warrantholder to
beneficially own more than 4.999% of the common stock of the Company then
outstanding. In no event may a warrantholder exercise warrants if such exercise
shall cause the warrantholder to own more than 9.999% of the common stock of the
Company then outstanding. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The exercise price and the
number and type of securities purchasable upon exercise of warrants are subject
to adjustment upon certain corporate events, including certain combinations,
consolidations, liquidations, mergers, recapitalizations, reclassifications,
reorganizations, stock dividends and stock splits, a sale of all or
substantially all of our assets and certain other events. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>No fractional warrant shares
will be issued upon exercise of the warrants. Before exercising their warrants,
holders of warrants will not have any of the rights of holders of common stock,
including the right to receive dividends, if any, or, payments upon our
liquidation, dissolution or winding up or to exercise voting rights, if any.
</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>PLAN OF
DISTRIBUTION</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The Company directly placed
the Units with the purchasers without a placement agent. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Each Unit consists of one
share and one-fifth of a warrant to purchase common stock at an exercise price
of $4.45 per share. Assuming that the warrants are not exercised, the Company
will receive gross proceeds of $1,750,000 from the sale of 589,227 shares of
Common Stock at a price of $2.97 per share. Investors also received 117,846
Warrants in this offering. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The form of Subscription
Agreement and Warrant Agreement are included as exhibits to our Current Report
on Form 8-K that was filed with the Securities and Exchange Commission on August
2, 2012. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The transfer agent for our
common stock is Continental Stock Transfer &amp; Trust Company. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Our common stock is traded on
the Nasdaq Capital Market under the symbol "REFR".</FONT></P>

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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>

<P align=left><FONT face="Times New Roman" size=2>This information in this prospectus is not
complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>PROSPECTUS</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>SUBJECT TO COMPLETION, DATED JANUARY 19,
2012</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>RESEARCH FRONTIERS INCORPORATED
</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>3,000,000 Shares </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>Common
Stock<BR>___________________</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Research Frontiers Incorporated may from
time to time issue up to 3,000,000 shares of common stock, and/or warrants to
purchase such common stock. A general description of the known material terms of
the securities we are offering is included herein. We will specify in an
accompanying prospectus supplement any specific material terms of the securities
offered which are unknown as of the date of this prospectus. We may sell these
securities to or through underwriters and also to other purchasers or through
agents. We will set forth the names of any underwriters or agents in the
accompanying prospectus supplement.</FONT></P>
<DIV align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>Our common
stock is listed on the Nasdaq Capital Market under the symbol "REFR." The last
reported sale price of our common stock on the Nasdaq Capital Market on January
18, 2012 was $3.73.<BR></FONT>
<DIV align=center><FONT face="Times New Roman" size=2>___________________<BR>&nbsp;</FONT></DIV>
<DIV align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>Investing in our common stock involves a high degree of risk. See 'Risk
Factors' beginning on page 3.<BR></FONT></DIV>
<DIV align=center><FONT face="Times New Roman" size=2>___________________</FONT></DIV>
<P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>This prospectus may not be used to
consummate a sale of securities unless it is accompanied by a prospectus
supplement.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>The date of this prospectus
is&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; , 2012</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>SUMMARY</FONT></P>
<P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>You should read the entire prospectus, including the section entitled
'Risk Factors,' carefully before making an investment decision.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>THE COMPANY</FONT></P>
<P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>Research Frontiers Incorporated ("Research Frontiers" or the "Company")
develops and licenses its suspended particle technology for controlling the
amount of light passing through a device. Such suspended particle devices are
often referred to as "SPDs," "light valves," or "SPD-Smart "
products.</FONT></P>
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</DIV>
<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>SPDs use
microscopic light-absorbing particles that are either in a liquid suspension or
a film. The microscopic particles align when an electrical voltage is applied.
This permits light to pass through the device, and allows the amount of light to
be controlled. Our offices are located at: 240 Crossways Park Drive, Woodbury,
NY 11797 (telephone: 516-364-1902).</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>RISK FACTORS</FONT></P>
<P align=left><FONT face="Times New Roman" size=2><FONT size=3 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>In addition to the other information in this prospectus, you should
carefully consider the following factors in evaluating us and our business
before purchasing the shares of common stock offered hereby. This prospectus
contains, in addition to historical information, forward-looking statements that
involve risks and uncertainties, some of which are beyond our control. Should
one or more of these risks and uncertainties materialize or should underlying
assumptions prove incorrect, our actual results could differ
materially. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed below, as well
as those discussed elsewhere in this prospectus, including the documents
incorporated by reference.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>There are risks associated with investing
in companies such as ours who are engaged in research and development. Because
of these risks, you should only invest if you are able to bear the risk of
losing your entire investment. Before investing, in addition to risks which
could apply to any issuer or offering, you should also consider the business we
are in and the following:</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Source and Need for Capital.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>As of September 30, 2011, we had
approximately $4.7 million in cash, cash equivalents and bank certificates of
deposits. As we take steps in the commercialization and marketing of our
technology, or respond to potential opportunities and/or adverse events, our
working capital needs may change. We anticipate that if our cash and cash
equivalents are insufficient to satisfy our liquidity requirements, we will
require additional funding to sustain our ongoing operations and to continue our
SPD technology research and development activities.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We have funded most of our activities
through sales of our common stock to investors, and upon the exercise of options
and warrants. Eventual success of the Company and generation of positive cash
flow will be dependent upon the extent of commercialization of products using
the Company's technology by the Company's licensees and payments of continuing
royalties on account thereof. We can give no assurances that we will generate
sufficient revenues in the future (through sales of our common stock, exercise
of options and warrants, royalty fees, or otherwise) to satisfy our liquidity
requirements or sustain future operations, or that additional funding, if
required, will be available when needed or, if available, on favorable
terms.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>History of Operating Losses.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We have experienced net losses from
operations, and we may continue to incur net losses from operations in the
future. We have incurred substantial costs and expenses in researching and
developing our SPD technology. As of September 30, 2011, we had a cumulative net
loss of $83,584,461 since our inception. Our net loss was $3,874,865 in 2010,
$4,002,761 in 2009 and $2,594,843 in 2008 (which includes non-cash accounting
charge in 2010, 2009 and 2008 of $772,604, $445,913, and $126,408, respectively,
resulting from the expensing of stock options).</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>We have never declared a cash dividend and
do not intend to declare a cash dividend in the foreseeable future.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We have never declared or paid cash
dividends on our common stock. Payment of dividends on our common stock is
within the discretion of our Board of Directors and will depend upon our future
earnings, capital requirements, financial condition and other relevant factors.
We do not anticipate declaring or paying any cash dividends on our common stock
in the foreseeable future.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We do not directly manufacture or market
products using SPD technology and depend upon activities by our licensees and
their customers.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We depend upon the activities of our
licensees in order to be profitable. We do not directly manufacture or market
products using SPD technology. Although a variety of products have been sold by
our licensees, and because it is up to our licensees to decide when and if they
will introduce products using SPD technology, we cannot predict when and if our
licensees will generate substantial sales of such products. Our SPD technology
is currently licensed to 39 companies. Other companies are also evaluating SPD
technology for use in various products. In the past, some companies have
evaluated our technology without proceeding further. While we expect that our
licensees would be primarily responsible for manufacturing and marketing
SPD-Smart products and components, we are also engaging in market development
activities to support our licensees and build the smart glass industry. We
cannot control whether or not our licensees will develop SPD products. Some of
our licensees appear to be more active than others, some appear to be better
capitalized than others, and some licensees appear to be inactive. There is no
guarantee when or if our licensees will successfully produce any commercial
product using SPD technology in sufficient quantities to make the Company
profitable.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>SPD-Smart products have only recently been
introduced.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Products using SPD technology have only
recently begun to be introduced into the marketplace. Developing products using
new technologies can be risky because problems, expenses and delays frequently
occur, and costs may or may not come down quickly enough for such products using
new technologies to rapidly penetrate mass market applications.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>SPD-Smart products face intense
competition, which could affect our ability to increase our revenues.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The market for SPD-Smart products is
intensely competitive and we expect competition to increase in the future. We
compete based on the functionality and the quality of our product. Many of our
current and potential competitors have significantly greater financial,
technical, marketing and other resources than we have. In addition, many of our
competitors have well-established relationships with our current and potential
customers and have extensive knowledge of our industry. If our competitors
develop new technologies or new products, improve the functionality or quality
of their current products, or reduce their prices, and if we are unable to
respond to such competitive developments quickly either because our research and
development efforts do not keep pace with our competitors or because of our lack
of financial resources, we may be unable to compete effectively.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Declining production of automobiles,
airplanes, boats and real estate could harm our business.</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>Our licensees&#146; commercialization efforts
of SPD-Smart products could be negatively impacted if the global production of
automobiles, airplanes, boats and real estate construction declines
significantly. If such commercialization is reduced, our revenues, results of
operations and financial condition could be negatively impacted.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Single source of SPD film.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Our end-product licensees require a source
of SPD film to manufacture finished products. Currently, Hitachi Chemical is the
sole source of commercial quantities of SPD-film. There are several other
companies that are licensed to manufacture SPD-film, but they have not begun
commercial production of this film. Our end-product licensees&#146; ability to sell
SPD products could be negatively impacted if there was a prolonged disruption in
SPD-film availability. Such a disruption could also negatively impact our
revenues, results of operations and financial condition.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We are dependent on key personnel.
</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Our continued success will depend, to a
significant extent, on the services of our directors, executive management team,
key personnel and certain key scientists. If one or more of these individuals
were to leave the Company, there is no guarantee that we could replace them with
qualified individuals in a timely or economically satisfactory manner or at all.
The loss or unavailability of any or all of these individuals could harm our
ability to execute our business plan, maintain important business relationships
and complete certain product development initiatives, which would have a
material adverse effect on our business, results of operations and financial
conditions.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Dependence on SPD-Smart
technology.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Because SPD technology is the only
technology we work with, our success depends upon the viability of SPD
technology which has yet to be fully proven. We have not fully ascertained the
performance and long-term reliability of our technology, and therefore there is
no guarantee that our technology will successfully be incorporated into all of
the products which we are targeting for use of SPD technology. We expect that
different product applications for SPD technology will have different
performance and reliability specifications. We expect that our licensees will
primarily be responsible for reliability testing, but that we may also continue
to do reliability testing so that we can more effectively focus our research and
development efforts towards constantly improving the performance characteristics
and reliability of products using SPD technology.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Our patents and other protective measures
may not adequately protect our proprietary </FONT><FONT face="Times New Roman" size=2>intellectual property, and we may be infringing on the rights of
others.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Our intellectual property, particularly
our proprietary rights in our SPD technology, is critical to our success. We
have received various patents, and filed other patent </FONT><FONT face="Times New Roman" size=2>applications, for various applications and aspects of our SPD technology.
In addition, we generally enter into confidentiality and invention agreements
with our employees and consultants. Such patents and agreements and various
other measures we take to protect our intellectual property from use by others
may not be effective for various reasons generally applicable to patents and
their granting and enforcement. In addition, the costs associated with enforcing
patents, confidentiality and invention agreements or other intellectual property
rights may be expensive. Our inability to protect our proprietary intellectual
property rights or gain a competitive advantage from such rights could harm our
ability to generate revenues and, as a result, our business and
operations.</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P STYLE="text-align: center"><FONT face="Times New Roman" size=2>AVAILABLE INFORMATION</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Research Frontiers files reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy such reports, proxy statements and other information at
the public reference room maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549 and you can obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an internet web site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding issuers, such
as Research Frontiers, that file electronically with the SEC. Additional
information about us can also be found at our web site at
http://www.SmartGlass.com.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The SEC allows us to incorporate by
reference the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference into this
prospectus our:</FONT></P>
<UL style="FONT-SIZE: 10pt; MARGIN-LEFT: 16px" type=circle>
  <LI><FONT face="Times New Roman" size=2>annual report on Form 10-K for the fiscal year
  ended December 31, 2010, </FONT></LI>
  <LI><FONT face="Times New Roman" size=2>the portions of the proxy statement dated April
  29, 2011 for our annual meeting of stockholders to be held on June 9, 2011
  that have been incorporated by reference into our report on Form 10-K for the
  fiscal year ended December 31, 2010,</FONT> </LI>
  <LI><FONT face="Times New Roman" size=2>quarterly reports on Form 10-Q for the fiscal
  quarters ended March 31, 2011, June 30, 2011 and September 30, 2011. </FONT></LI>
  <LI><FONT face="Times New Roman" size=2>current reports on Form 8-K filed with the SEC on
  4/6/2010, 5/19/2010,6/14/2010, 9/17/2010,9/27/2010,
  12/1/2010,12/14/2010,1/3/2011,1/28/2011,2/7/2011,2/9/2011,
  4/25/2011,6/10/2011,6/27/2011,9/15/2011,10/17/2011, 12/15/2011 and 1/10/2012
  and </FONT></LI>
  <LI><FONT face="Times New Roman" size=2>the description of the capital stock contained in
  the Research Frontiers registration statements on Form 8-A under the
  Securities Exchange Act of 1934 dated July 31, 1995 and February 24,
  2003.</FONT></LI></UL>
<P align=left><FONT face="Times New Roman" size=2>All filings filed by Research Frontiers
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
subsequent to the initial filing of this prospectus and prior to the termination
of the offering or sale of all of common stock offered under this prospectus
shall be deemed to be incorporated by reference into this prospectus.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>This prospectus is part of a registration
statement we filed with the SEC. As permitted by the SEC, this prospectus does
not contain all of the information set forth in the registration statement and
the exhibits and schedules thereto. The statements contained in this prospectus
as to the contents of any contract or any other document are not necessarily
complete. In each case you should refer to the copy of such contract or document
filed as an exhibit to the registration statement.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We will provide each person to whom this
prospectus is delivered, a copy of any information we have incorporated by
reference but have not delivered along with this prospectus. If you would like a
copy of any document incorporated herein by reference, other than exhibits
unless such exhibits are specifically incorporated by reference in any such
document, you can call or write to us at our principal executive
offices:</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>240 Crossways Park Drive, Woodbury, New
York 11797-2033, </FONT><FONT face="Times New Roman" size=2>Attention: Corporate Secretary
(telephone: (516) 364-1902). We will provide this information without charge to
any person, including a beneficial owner, to whom a copy of this prospectus is
delivered upon written or oral request.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>No dealer, salesperson or other individual
has been authorized to give any information or to make any representation not
contained in or incorporated by reference in this prospectus or in any
supplement to this prospectus. If given or made, you must not rely on such
information or representation as having been authorized by Research Frontiers.
Neither the delivery of this prospectus nor any sale made hereunder will, under
any circumstances, create an implication that there has not been any change in
the affairs of Research Frontiers since the date of this prospectus or that the
information contained herein is correct or complete as of any time after the
date of this prospectus.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>This prospectus and any supplement to this
prospectus do not constitute an offer to sell or a solicitation of an offer to
buy any securities offered hereby to any person, or by anyone, in any
jurisdiction in which such offer or solicitation may not lawfully be
made.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The information set forth herein and in
all publicly disseminated information about Research Frontiers, includes
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and is subject to the safe harbor created by
that section. Readers are cautioned not to place undue reliance on these
forward-looking statements as they speak only as of the date of this prospectus
and are not guaranteed.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>DIVIDENDS</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Research Frontiers has never paid any cash
dividends and does not expect to pay any cash dividends for the foreseeable
future.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>USE OF PROCEEDS</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Unless we indicate otherwise in the
applicable prospectus supplement, we currently intend to use the net proceeds
from this offering for general corporate purposes, including our internal
research and development programs, general working capital and possible future
acquisitions.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We have not determined the amounts we plan
to spend on any of the areas listed above or the timing of these expenditures.
As a result, our management will have broad discretion to allocate the net
proceeds from this offering. Pending application of the net proceeds as
described above, we intend to invest the net proceeds of the offering in money
market funds and other interest-bearing investments.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>DESCRIPTION OF SECURITIES</FONT></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>We may sell from time to time, in one or
more offerings common stock and/or warrants to purchase common stock.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>DESCRIPTION OF COMMON STOCK</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Research Frontiers can issue 100,000,000
shares of common stock, $0.0001 par value per share. 18,907,555 shares were
outstanding as of the date of this prospectus. Holders of common stock are
entitled to one vote per share on matters submitted to shareholders for their
approval, to dividends if declared by Research Frontiers, and to share in any
distribution of Research Frontiers' assets. All outstanding shares of common
stock are fully paid for and non-assessable. Holders of common stock do not have
cumulative voting rights or preemptive rights. Therefore, a minority stockholder
may be less able to gain representation on Research Frontiers' board of
directors.</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>Listing</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Our common stock is listed on the Nasdaq
Capital Market under the symbol "REFR".</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Transfer Agent and Registrar</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Continental Stock Transfer and Trust
Company is the transfer agent and registrar for our common stock.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>DESCRIPTION OF WARRANTS</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The following description sets forth
certain general terms and provisions of the warrants to which any prospectus
supplement may relate. The particular terms of the warrants offered, the extent,
if any, to which the general terms set forth below apply to the warrants
offered, and any modifications or additions to the general terms as they relate
to the warrants offered will be described in a prospectus supplement.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>General</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We may issue warrants for the purchase of
common stock from time to time, and we may issue warrants independently or
together with common stock, and the warrants may be attached to or separate from
these securities.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We will describe in the applicable
prospectus supplement the terms of the series of warrants, including:</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>-the offering price and aggregate number
of warrants offered;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>-the number of shares of common stock
purchasable upon the exercise of one warrant and the price at which these shares
may be purchased upon such exercise;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>-the dates on which the right to exercise
the warrants will commence and expire;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>-the effect of any merger, consolidation,
sale or other disposition of our business on the warrant agreement and the
warrants;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>-the terms of any rights to redeem or call
the warrants;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>-any provisions for changes to or
adjustments in the exercise price or number of securities issuable upon exercise
of the warrants;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>-to the extent material, federal income tax
consequences of holding or exercising the warrants;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>-any other specific terms, preferences,
rights or limitations of or restrictions on the warrants.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Before exercising their warrants, holders
of warrants will not have any of the rights of holders of common stock,
including the right to receive dividends, if any, or, payments upon our
liquidation, dissolution or winding up or to exercise voting rights, if
any.</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>Exercise of Warrants</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Each warrant will entitle the holder to purchase the securities
that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. Unless we otherwise
specify in the applicable prospectus supplement, holders of the warrants may
exercise the warrants at any time up to 6:00 P.M. Woodbury, New York time on the
expiration date that we set forth in the applicable prospectus supplement. After
the close of business on the expiration date, unexercised warrants will become
void.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Holders of the warrants may exercise the
warrants by delivering the warrant certificate representing the warrants to be
exercised together with specified information, and paying the required amount to
the Company in immediately available funds. Upon receipt of the required payment
and the warrant certificate properly completed and duly executed, we will issue
and deliver the number of shares of common stock purchasable upon such exercise.
If fewer than all of the warrants represented by the warrant certificate are
exercised, then we will issue a new warrant certificate for the remaining amount
of warrants. Unless we indicate otherwise in the applicable prospectus
supplement, holders of the warrants may surrender securities as all or part of
the exercise price for warrants.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>PLAN OF DISTRIBUTION</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We may sell the securities being offered
hereby in one or more of the following ways from time to time:</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>- through dealers or agents to the public
or to investors; </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>- to underwriters for resale to the public
or to investors; </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>- directly to investors; or</FONT></P>

<P align=left><FONT face="Times New Roman" size=2>- through a
combination of such methods.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>We will set forth in a prospectus
supplement the terms of the offering of securities, including:</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>- the name or names of any agents, dealers
or underwriters;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>- the purchase price of the securities
being offered and the proceeds we will receive from the sale;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>- any over-allotment options under which
underwriters may purchase additional securities from us;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>- any agency fees or underwriting
discounts and other items constituting agents' or underwriters'
compensation;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>- any initial public offering
price;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>- any discounts or concessions allowed or
reallowed or paid to dealers; and</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>- any securities exchanges on which the
securities may be listed if it is other than the Nasdaq Capital
Market.</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>Underwriters, dealers and agents that
participate in the distribution of the securities may be deemed to be
underwriters as defined in the Securities Act and any discounts or commissions
they receive from us and any profit on their resale of the securities may be
treated as underwriting discounts and commissions under the Securities Act. We
will identify in the applicable prospectus supplement any underwriters, dealers
or agents and will describe their compensation. We may have agreements with the
underwriters, dealers and agents to indemnify them against specified civil
liabilities, including liabilities under the Securities Act. Underwriters,
dealers and agents may engage in transactions with or perform services for us or
our subsidiaries in the ordinary course of their businesses. Certain persons
that participate in the distribution of the securities may engage in
transactions that stabilize, maintain or otherwise affect the price of the
securities, including over-allotment, stabilizing and short-covering
transactions in such securities, and the imposition of penalty bids, in
connection with an offering. Certain persons may also engage in passive market
making transactions as permitted by Rule 103 of Regulation M. Passive market
makers must comply with applicable volume and price limitations and must be
identified as passive market makers. In general, a passive market maker must
display its bid at a price not in excess of the highest independent bid for such
security; if all independent bids are lowered below the passive market maker's
bid, however, the passive market maker's bid must then be lowered when certain
purchase limits are exceeded.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>EXPERTS</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The financial statements and schedule of
Research Frontiers as of December 31, 2010 and 2009, and for each of the three
years in the period ended December 31, 2010, and management's assessment of the
effectiveness over internal controls as of December 31, 2010, incorporated by
reference into this prospectus have been so incorporated in reliance upon the
reports of BDO USA, LLP, an independent registered public accounting firm,
incorporated herein by reference, given on the authority of said firm as experts
in accounting and auditing.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>LEGAL MATTERS</FONT></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp; <FONT face="Times New Roman" size=2>The legality of the securities offered
hereby has been passed upon by the law firm of Duane Morris LLP. As of the
January 19, 2012, Victor F. Keen, a Director of the Company and Of Counsel to
Duane Morris LLP owns 293,639 shares of the Company's Common Stock directly,
48,160 shares of Common Stock in his IRA, and holds options and warrants to
purchase 67,500 shares of the Company's Common Stock.</FONT></P>

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