As filed with the Securities and Exchange Commission on June 10,1999
Reg. No. 333-___________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

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

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

                            Delaware
                   (State or other jurisdiction
                  incorporation or organization)

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

        240 Crossways Park Drive, Woodbury, New York 11797-2033
       (Address of Principal Executive Offices)      (Zip Code)


                      1998 Stock Option Plan
                     (Full title of the Plan)

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

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

                         With a copy to:

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

                         CALCULATION OF REGISTRATION FEE

Title of                             Proposed maximum Proposed maximum Amount of
Shares              Amount to        offering price   aggregate        registra-
to be registered    be registered(1) per Share        offering price   tion fee

Common Stock,$0.0001
par value per share 1,085,000 shares $7.90024          $8,571,761  $2,382.95(1)

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933 based upon
     the average of (1) the actual exercise price of the Company's
     Common Stock for options which have already been granted
     pursuant to the Plan registered hereunder, and (2) the average of the
     high and low trading prices of the Company's Common Stock as
     reported on the Nasdaq National Market System on June 9, 1999 for
     options which are available for issuance pursuant to the Plan
     registered hereunder.  In accordance with Rule 416 under the
     Securities Act of 1933, Common Stock offered hereby shall also be
     deemed to cover an indeterminate number of securities to be offered
     or issued to prevent dilution resulting from stock splits, stock
     dividends or similar transactions, and is deemed to  include any
     additional shares of Common Stock that may be issuable upon such
     exercise as a result of the antidilution provisions thereof or as a
     result of any adjustment to the exercise price.

                        Page 1 of 7 Pages

                              PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Section 10(a)  prospectus  for the Plan is not being filed with the
Securities  and  Exchange Commission  (the   "SEC") as part of this
registration statement.

                             PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The following documents, which have been filed by Research
Frontiers Incorporated (the "Company") with the SEC, are incorporated by
reference in this registration statement as of their respective dates:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.

     (b)  The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999.

     (c)  The description of the Company's capital stock contained in the
latest registration statement of the Company under the Securities Exchange
Act of 1934, as amended.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

Item 5.   Interests of Named Experts and Counsel.

     The legality of the securities offered hereby has been passed upon by
Joseph M. Harary, Esq., the Company's Vice President and General
Counsel.  As of June 9, 1999, Mr. Harary holds common stock and options
to purchase common stock granted pursuant to the Company'ss 1992
Stock Option Plan and 1998 Stock Option Plan totaling 356,574 shares.

Item 6.   Indemnification of Directors and Officers.

Article EIGHTH of the Company's Certificate of Incorporation
provides for the indemnification of the Company's officers and
directors to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law (the "GCL").

Section 145 of the GCL provides as follows:

     145 Indemnification of Officers, Directors, Employees and Agents;
Insurance

     (a) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person  in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.

     (b) A corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the present or former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, or (2) by
a committee of such directors designated by a majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled
to be indemnified by the corporation as authorized in this section. Such
expenses (including attorneys' fees) incurred by former directors and
officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any
such capacity, or arising out of such person's status as such, whether or not
the corporation would have the power to indemnify such person against
such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as such person would have
with respect to such constituent corporation if its separate existence had
continued.

     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.

     (j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses
or indemnification brought under this section or under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
The Court of Chancery may summarily determine a corporation' obligation
to advance expenses (including attorneys' fees).

     Article NINTH of the Company's Certificate of Incorporation
provides for the elimination of any personal liability for monetary damages
of directors to the Corporation or its stockholders for breach of fiduciary
duty, for negligence or for taking or omitting to take any action to the
fullest extent permitted by Section 102(b) (7) of the GCL.

     Section 102(b) (7) of the GCL provides as follows:

     (b) In addition to the matters required to be set forth in the certificate
of incorporation by subsection (a) of this section, the certificate of
incorporation may also contain any or all of the following matters:

     (7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under section 174 of this Title, or (iv) for
any transaction from which the director derived an improper personal
benefit. No such provision shall eliminate or limit the liability of a director
for any act or omission occurring prior to the date when such provision
becomes effective. All references in this paragraph to a director shall also
be deemed to refer (x) to a member of the governing body of a corporation
which is not authorized to issue capital stock, and (y) to such other person
or persons, if any, who, pursuant to a provision of the certificate of
incorporation in accordance with section 141(a) of this title, exercise or
perform any of the powers or duties otherwise conferred or imposed upon
the board of directors by this title.

Item 8.   Exhibits.

4.1  1998 Stock Option Plan, as amended to date.

5.1  Opinion of counsel re: legality

23.1 Consent of independent auditors

23.2 Consent of counsel (included in Exhibit 5.1 above)

24.  Power of Attorney.  Included as part of signature page to this
     registration statement on Form S-8.

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement;

               (i) To include any prospectus required by Section 10(a)(3) of
     the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set
     forth in this registration statement.Notwithstanding the foregoing,
     any increase or decrease in the volume of securities offered (if the
     total dollar value if  securities offered would not exceed that which
     was registered) and any  deviation from the low or high end of the
     estimated maximum offering  range may be reflected in the form of
     prospectus filed with the  Commission pursuant to Rule 424(b) if, in
     the aggregate, the changes in volume and price represent no more
     than 20 percent change in the maximum aggregate offering price set
     forth in the "Calculation of Registration Fee" table in the effective
     registration statement.;

               (iii) To include any material information with respect to the
     plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement;

provided, however, that subparagraphs (i) and (ii) above will not apply if
the information required to be included in a post-effective amendment by
those subparagraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of this offering.

     The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Woodbury, State of New York on
this 10th day of June , 1999.

                         RESEARCH FRONTIERS INCORPORATED
                              (Registrant)

                         By:/s/ Robert L. Saxe
                            Robert L. Saxe, President, Treasurer,
                            Principal Executive, Financial and
                            Accounting Officer.


                        POWER OF ATTORNEY

     We the undersigned directors of Research Frontiers Incorporated
hereby severally constitute and appoint Robert L. Saxe and Joseph M.
Harary, each individually as our true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for us and in our stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this registration statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


      Signature                    Title                         Date

/s/ Robert L. Saxe     Chairman of the Board, President    June 10, 1999
    Robert L. Saxe     Treasurer and Director (Principal
                       Executive, Financial and Accounting Officer)


/s/ Robert M. Budin    Director                            June 10, 1999
    Robert M. Budin


/s/ Bernard D. Gold    Director                            June 10, 1999
    Bernard D. Gold


/s/ Joseph M. Harary   Director                            June 10, 1999
    Joseph M. Harary


                                                        EXHIBIT 4.1

                     1998 STOCK OPTION PLAN
              OF RESEARCH FRONTIERS INCORPORATED.

     1. Purpose. Types of Awards. Construction. The purpose of the 1998
Stock Option Plan of Research Frontiers Incorporated (the "Plan") is to
afford an incentive to executive officers, other employees and
non-employee directors and consultants of Research Frontiers
Incorporated, a Delaware corporation (the "Company"), or any Subsidiary
(as defined below), to acquire a proprietary interest in the Company, to
continue as employees or non-employee directors (as the case may be), to
increase their efforts on behalf of the Company and to promote the success
of the Company's business. To further such purposes the Committee may
grant stock options, stock appreciation rights and restricted stock. The
provisions of the Plan are intended to satisfy the requirements of Section
16(b) of the Securities Exchange Act of 1934, and shall be interpreted in
a manner consistent with the requirements thereof, as now or hereafter
construed, interpreted and applied by regulations, rulings and cases.

     2. Definitions. As used in this Plan, the following words and phrases
shall have the meanings indicated:

     (a) "Agreement" shall mean an agreement entered into between the
Company and a Grantee in connection with an award under the Plan.

     (b) "Board" shall mean the Board of Directors of the Company.

     (c) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and any reference to a section of the Code or
regulation promulgated thereunder shall also refer to any successor of such
section or regulation.

     (d) "Committee" shall mean a committee established by the Board to
administer the Plan, the composition of which shall at all times satisfy the
provisions of Rule 16b-3 under the Exchange Act.

     (e) "Common Stock" shall mean shares of common stock, par value
$.0001 per share, of the Company.

     (f) "Company" shall mean Research Frontiers Incorporated, a
corporation organized under the laws of the State of Delaware, or any
successor corporation.

     (g) "Disability" shall mean a Grantee's inability to perform his duties
with the Company or any Subsidiary for more than six consecutive months
by reason of any medically determinable physical or mental impairment,
as determined by a physician selected by the Grantee and acceptable to the
Company.

     (h) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time, and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases, and any reference
to a section of the Exchange Act or rule or regulation promulgated
thereunder shall also refer to any successor of such section, rule or
regulation..

     (i) "Fair Market Value" per share as of a particular date shall mean
(i) the average high and low trading prices per share of Common Stock on
the national securities exchange on which the Common Stock is principally
traded for the last preceding date on which there was a sale of such
Common Stock on such exchange, or (ii) if the shares of Common Stock
are then traded in an over-the-counter market, the average high and low
trading prices per share of Common Stock in such over-the-counter market
for the last preceding date on which there was a sale of such Common
Stock in such market, or (iii) if the shares of Common Stock are not then
listed on a national securities exchange or traded in an over-the-counter
market, such value as the Committee, in its sole discretion, shall determine.

     (j) "Grantee" shall mean a person who receives a grant of Options,
Stock Appreciation Rights or Restricted Stock under the Plan.

     (k) "Incentive Stock Option" shall mean any option intended to be,
and designated as, an incentive stock option within the meaning of Section
422 of the Code.

     (1) "Insider" shall mean a Grantee who is subject to the reporting
requirements of Section 16(a) of the Exchange Act.

     (m) "Option" or "Options" shall mean a grant to a Grantee of an
option or options to purchase shares of Common Stock. Options granted
by the Committee to an employee Grantee pursuant to the Plan shall
constitute either Incentive Stock Options or Nonqualified Stock Options.
Options granted to any consultant or non-employee director shall be
Nonqualified Stock Options.

     (n) "Option Price" shall mean the exercise price of an Option per
share of Common Stock covered by the Option.

     (o) "Option Term" shall mean the period (determined at the Option's
grant) from its date of grant to the last date on which it can be exercised.
The Option Term of any Incentive Stock Option or any Option granted to
any consultant or non-employee director shall not be longer than ten (10)
years. The Option Term of any Incentive Stock Option granted to a Ten
Percent Stockholder shall not be longer than five (5) years.

     (p) "Plan" means this 1998 Stock Option Plan of Research Frontiers
Incorporated, as amended from time to time.

     (q) "Retirement" shall mean a Grantee's retirement in accordance
with the terms of any pension or retirement plan adopted by the Company
(or any Subsidiary), if any, as the case may be, on the normal retirement
date prescribed from time to time by the Company or such Subsidiary.

     (r) "Rule 16b-3" shall mean Rule 16b-3, as from time to time in
effect, promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act, including any successor to such Rule.

     (s) "Stock Appreciation Right" shall mean the right, granted to a
Grantee under Section 9, to be paid an amount measured by the
appreciation in the Fair Market Value of Common Stock from the date of
grant to the date of exercise of the right, with payment to be made in cash
or Common Stock as specified in the award or determined by the
Committee.

     (t) "Subsidiary" shall be as defined in Section 424(f) of the Code and
shall include a subsidiary of any subsidiary.

     (u) "Ten Percent Stockholder" shall mean an employee Grantee who,
at the time an Incentive Stock Option is granted to such Grantee, owns
stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the employer corporation or of its parent or
subsidiary corporation.

     3. Administration. The Plan shall be administered by the Committee.
The Committee shall have the authority in its discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to
it under the Plan or necessary or advisable in the administration of the
Plan, including, without limitation, the authority to grant Options, Stock
Appreciation Rights and Restricted Stock; to determine which Options
shall constitute Incentive Stock Options and which Options shall constitute
Nonqualified Stock Options; to determine the purchase price of the shares
of Common Stock covered by each Option; to determine the persons to
whom, and the time or times at which awards shall be granted; to
determine the number of shares to be covered by each award; to interpret
the Plan; to prescribe, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of the Agreements (which
need not be identical) and to cancel or suspend awards, as necessary; and
to make all other determinations deemed necessary or advisable for the
administration of the Plan.

     The Committee may delegate to one or more of its members or to one
or more agents such administrative duties as it may deem advisable, and
the Committee or any person to whom it has delegated duties as aforesaid
may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. All
decisions, determination and interpretations of the Committee shall be final
and binding on all Grantees of any awards under this Plan.  The Board
shall fill all vacancies, however caused, in the Committee. The Board may
from time to time appoint additional members to the Committee, and may
at any time remove one or more Committee members and substitute others.
One member of the Committee shall be selected by the Board as chairman.
The Committee shall hold its meetings at such times and places as it shall
deem advisable. All determinations of the Committee shall be made by a
majority of its members either present in person or participating by
conference telephone at a meeting or by written consent. The Committee
may appoint a secretary and make such rules and regulations for the
conduct of its business as it shall deem advisable, and shall keep minutes
of its meetings.

     No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any
award granted hereunder.

     4. Eligibility. Awards may be granted to executive officers and other
employees, including officers and directors who are employees, and to
non-employee directors of and consultants to the Company, except as
proscribed by the Exchange Act or the Code. In determining the employees
to whom awards shall be granted and the number of shares to be covered
by each award, the Committee shall take into account the duties of the
respective employees, their present and potential contributions to the
success of the Company and such other factors as the Committee shall
deem relevant in connection with accomplishing the purpose of the Plan.

     5. Stock. The maximum number of shares of Common Stock reserved
for the grant of awards under the Plan shall be 1,085,000 shares, subject to
adjustment as provided in Section 11 hereof. Such shares may, in whole or
in part, be authorized but unissued shares or shares that shall have been or
may be reacquired by the Company.  For purposes of this Section 5, where
the exercise price of an Option is paid in Common Stock pursuant to
Section 6(d) of the Plan, only the net number of additional shares issued
and which remain outstanding in connection with such exercise shall be
deemed "issued" for purposes of the Plan.

     If any outstanding award under the Plan should, for any reason
expire, be canceled or be forfeited (other than in connection with the
exercise of a Stock Appreciation Right), without having been exercised in
full, the shares of Common Stock allocable to the unexercised, canceled or
terminated portion of such award shall (unless the Plan shall have been
terminated) become available for subsequent grants of awards under the
Plan; provided, however, that, in the case of the cancellation or forfeiture
of Restricted Stock with respect to which dividends have been paid or
accrued, the number of shares with respect to such Restricted Stock shall
not be available for subsequent grants hereunder unless, in the case of
shares with respect to which dividends were accrued but unpaid, such
dividends are also canceled or forfeited.

     6. Terms and Conditions of Options. Each Option granted pursuant
to the Plan shall be evidenced by a written agreement between the
Company and the Grantee (the "Option Agreement"), in such form and
containing such terms and conditions as the Committee shall from time to
time approve, which Option Agreement shall comply with and be subject
to the following terms and conditions, unless otherwise specifically
provided in such Option Agreement.

     (a) Number of Shares. Each Option Agreement shall state the number
of shares of Common Stock to which the Option relates.

     (b) Type of Option. Each Option Agreement shall specifically state
that the Option constitutes an Incentive Stock Option or a Nonqualified
Stock Option.

     (c) Option Price. Each Option Agreement shall state the Option
Price, which, in the case of an Incentive Stock Option, shall not be less
than one hundred percent (100%) of the Fair Market Value of a share of
Common Stock covered by the Option on the date of grant, and in any case
shall not be less than the par value of a share of the Common Stock
covered by the Option. The Option Price shall be subject to adjustment as
provided in Section 11 hereof. The effective date as of which the
Committee adopts a resolution expressly granting an Option shall be
considered the day on which such Option is granted.

     (d) Medium and Time of Payment.  Payment of the Option Price may
be made (as determined by the Board) (i) in cash, (ii) by certified check or
bank cashier's check payable to the order of the Company in the amount of
such Option Price, or, if permitted by the Committee: (iii) by promissory
note issued by the Grantee in favor of the Company in an amount equal to
such Option Price and payable on terms prescribed by the Committee and
which provides for the payment of interest at a fair market rate, as
determined by the Committee, (iv) by delivery of capital stock to the
Company having a Fair Market Value (determined on the date of exercise)
equal to the Option Price, (v) by agreeing with the Company to cancel a
portion of the exercisable Options issued hereunder to such Grantee having
a value (measured as the difference between the current Fair Market Value
(determined on the date of exercise) and the Option Price of the Common
Stock subject to such portion) equal to the Option Price; or (vi) by any
combination of the methods of payment described in (i) through (v) above.

     (e) Term and Exercisability of Options. Each Option Agreement shall
provide the exercise schedule for the Option as determined by the
Committee; provided, however, that the Committee shall have the authority
to accelerate the exercisability of any outstanding Option at such time and
under such circumstances as it, in its sole discretion, deems appropriate.
Each Option Agreement shall provide an Option Term which shall be ten
(10) years from the date of the grant of the Option, unless otherwise
provided in Section 2 hereof or otherwise determined by the Committee.
The Option Term shall be subject to earlier expiration as provided in
Sections 6(f )and 6(g) hereof. An Option may be exercised, as to any or all
full shares of Common Stock as to which the Option has become
exercisable, by written notice delivered in person or by mail to any officer
of the Company, specifying the number of shares of Common Stock with
respect to which the Option is being exercised.

     (f) Termination of Employee Grantee. Except as provided in this
Section 6(f) and in Section 6(g) hereof, an Incentive Stock Option granted
to an employee of the Company or a Subsidiary thereof may be exercised
only if the employee Grantee is then in the employ of the Company or a
Subsidiary thereof (or a corporation issuing or assuming the Option in a
transaction to which Section 424(a) of the Code applies (or a parent or
subsidiary corporation of such corporation)), and the Grantee has remained
continuously so employed since the date of grant of the Option. Unless a
shorter period is specified in the Option Agreement, in the event that the
employment of an employee Grantee shall terminate (other than by reason
of death, Disability or Retirement), all Incentive Stock Options of such
Grantee that are exercisable on the date of such termination shall continue
to be exercisable for three months after the date of such termination (or
such longer period as the Committee shall prescribe in the case of
Nonqualified Stock Options). Notwithstanding the foregoing  provisions
of this Section 6(f), no Option may be exercised later than the expiration
of its Option Term. To the extent that any Option is not exercisable on the
date of such termination of employment, its Option Term shall expire on
such date.

     (g) Termination of Employee Grantee by Death, Disability or
Retirement. If an employee Grantee shall die while employed by the
Company or a Subsidiary thereof, or within three months after the date of
termination of such Grantee's employment (or within such longer period
as the Committee may have provided for exercise of the Grantee's Options
after termination of the Grantee's employment pursuant to Section 6(f)
hereof, or if the employee Grantee's employment shall terminate by reason
of Disability, all Incentive Stock Options theretofore granted to such
Grantee (to the extent such Options are exercisable on the date the
Grantee's employment is terminated by such death or Disability) may be
exercised by the Grantee or by the Grantee's estate or by a person who
acquired the right to exercise such Options by bequest or inheritance or
otherwise by reason of death or Disability of the Grantee, at any time
within six months after the death or Disability of the Grantee. In the event
that an Option granted hereunder shall be exercised by the legal
representatives of a deceased or Disabled Grantee, written notice of such
exercise shall be accompanied by a certified copy of letters testamentary
or equivalent proof of the right of such legal representatives to exercise
such Option. In the event that the employment of an employee Grantee
shall terminate on account of such Grantee's Retirement, all Incentive
Stock Options of such Grantee (to the extent such Options are exercisable
on the date of the Grantee's retirement) may be exercised at any time
within three months after the date of such Retirement. Notwithstanding the
foregoing provisions of this Section 6(g), no Option may be exercised later
than the expiration of its Option Term. To the extent that any Option is not
exercisable on the date of such termination of employment by reason of
death, Disability or Retirement, its Option Term shall expire on such date.

     (h)  Other Provisions. The Option Agreements evidencing awards
under the Plan shall contain such other terms and conditions not
inconsistent with the Plan as the Committee may determine.

     7. Nonqualified Stock Options. Options granted pursuant to this
Section 7 are intended to constitute Nonqualified Stock Options and shall
be subject only to the general terms and conditions specified in Section 6
hereof.  At the discretion of the Committee, the early termination
provisions contained in Section 6 hereof may be waived by the Committee
as evidenced by their exclusion from any Option Agreement.

     8. Incentive Stock Options. Options granted pursuant to this Section
8 are intended to constitute Incentive Stock Options and shall be subject to
the following special terms and conditions, in addition to the general terms
and conditions specified in Section 6 hereof.

     (a) Value of Shares. The aggregate Fair Market Value (determined as
of the date the Incentive Stock Option is granted) of the shares of Common
Stock with respect to which Incentive Stock Options granted under this
Plan (and all other plans of an employee Grantee's employer corporation
and its parent and subsidiary corporations) become exercisable for the first
time by the Grantee during any calendar year shall not exceed $100,000.
To the extent that the grant of an Option results in the aggregate Fair
Market Value (determined at the time of grant) of the Common Stock (or
other capital stock of the Company or any subsidiary) with respect to
which Incentive Stock Options are exercisable for the first time by a
Grantee during any calendar year (under all plans of the Company and
subsidiary corporations) to exceed $100,000, such Option shall be treated
as a Nonqualified Stock Option to the extent of such excess.  The
provisions of this subsection shall be construed and applied in accordance
with Section 422(d) of the Code and the regulations, if any, promulgated
thereunder. Nothing contained in the Plan shall be construed to limit the
right of the Committee to grant an Incentive Stock Option and a
Nonqualified Stock Option concurrently under a single stock option
Agreement so long as each Option is clearly identified as to its status.

     (b) Ten Percent Stockholder. In the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, (i) the Option Price shall not be less
than one-hundred-ten percent (110%) of the Fair Market Value of a share
of Common Stock on the date of grant of such Incentive Stock Option, and
(ii) the Option Term shall not exceed five (5) years from the date of grant
of such Incentive Stock Option.

     (c) Disqualifying Dispositions of Incentive Stock Options.  If
Common Stock acquired upon exercise of any Incentive Stock Option is
disposed of in a disposition that, under Section 422 of the Code,
disqualifies the Grantee from the application of Section 421(a) of the Code,
the Grantee immediately before such disposition of Common Stock shall
comply with any requirements imposed by the Company in order to enable
the Company to secure the related income tax deduction to which it is
entitled in such event.

     9. Stock Appreciation Rights. The Committee shall have authority to
grant a Stock Appreciation Right to the employee Grantee of any Option
under the Plan with respect to all or some of the shares of Common Stock
covered by such related Option. A Stock Appreciation Right shall, except
as provided in this Section 9, be subject to the same terms and conditions
as the related Option. Each Stock Appreciation Right granted pursuant to
the Plan shall be evidenced by a written Agreement between the Company
and the Grantee in such form as the Committee shall time to time approve.

     (a) Time of Grant. A Stock Appreciation Right may be granted either
at the time of grant, or at any time thereafter during the term of the Option;
provided, however, that Stock Appreciation Rights related to Incentive
Stock Options may only be granted at the time of grant of the related
Option.

     (b) Payment. A Stock Appreciation Right shall entitle the holder
thereof, upon exercise of the Stock Appreciation Right or any portion
thereof, to receive payment of an amount computed pursuant to Section
9(d).

     (c) Exercise. A Stock Appreciation Right shall be exercisable at such
time or times and only to the extent that the related Option is exercisable,
and will not be transferable except to the extent the related Option may be
transferable. A Stock Appreciation Right granted in connection with an
Incentive Stock Option shall be exercisable only if the Fair Market Value
of a share of Common Stock on the date of exercise exceeds the purchase
price specified in the related Incentive Stock Option.

     (d) Amount Payable. Upon the exercise of a Stock Appreciation
Right, the Grantee shall be entitled to receive an amount determined by
multiplying (i) the excess of the Fair Market Value of a share of Common
Stock on the date of exercise of such Stock Appreciation Right over the
Option Price under the related Option, by (ii) the number of shares of
Common Stock as to which such Stock Appreciation Right is being
exercised. Notwithstanding the foregoing, the Committee may limit in any
manner the amount payable with respect to any Stock Appreciation Right
by including such a limit at the time it is granted.

     (e) Treatment of Related Options and Stock Appreciation Rights
Upon Exercise. Upon the exercise of a Stock Appreciation Right, the
related Option shall be canceled to the extent of the number of shares of
Common Stock as to which the Stock Appreciation Right is exercised and
upon the exercise of an Option granted in connection with a Stock
Appreciation Right, the Stock Appreciation Right shall be canceled to the
extent of the number of shares of Common Stock as to which the Option
is exercised or surrendered.

     (f) Method of Exercise. Stock Appreciation Rights shall be exercised
by a Grantee only by a written notice delivered in person or by mail to the
Secretary of the Company, specifying the number of shares of Common
Stock with respect to which the Stock Appreciation Right is being
exercised. If requested by the Committee, the Grantee shall deliver the
Agreement evidencing the Stock Appreciation Right being exercised and
the Option Agreement evidencing any related Option to the President or
any Vice President of the Company who shall endorse thereon a notation
of such exercise and return such Agreements to the Grantee.

     (g) Form of Payment. Payment of the amount determined under
Section 9(d), may be made solely in whole shares of Common Stock in a
number determined based upon their Fair Market Value on the date of
exercise of the Stock Appreciation Right or, alternatively, at the sole
discretion of the Committee, solely in cash, or in a combination of cash and
shares of Common Stock as the Committee deems advisable. If the
Committee decides to make full payment in shares of Common Stock, and
the amount payable results in a fractional share, payment for the fractional
share will be made in cash. Notwithstanding the foregoing, to the extent
required by Rule 16b-3 no payment in the form of cash may be made upon
the exercise of a Stock Appreciation Right pursuant to Section 9(d) to an
Insider, unless the exercise of such Stock Appreciation Right is made
during the period beginning on the third business day and ending on the
twelfth business day following the date of release for publication of the
Company's quarterly or annual statements of earnings.

     10. Restricted Stock. The Committee may award shares of Restricted
Stock to any eligible employee. Each award of Restricted Stock under the
Plan shall be evidenced by a written Agreement between the Company and
the Grantee, in such form as the Committee shall from time to time
approve, and shall comply with the following terms and conditions (and
with such other terms and conditions not inconsistent with the terms of this
Plan as the Committee, in its discretion, shall establish):

     (a) Number of Shares. Each Agreement shall state the number of
shares of Restricted Stock to be subject to an award.

     (b) Restrictions. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution, for such period as
the Committee shall determine from the date on which the award is granted
(the "Restricted Period"). The Committee may also impose such other
restrictions and conditions on the shares as it deems appropriate including
the satisfaction of performance criteria. Certificates for shares of stock
issued pursuant to Restricted Stock awards shall bear an appropriate legend
referring to such restrictions, and any attempt to dispose of any such shares
of stock in contravention of such restrictions shall be null and void and
without effect. During the Restricted Period, such certificates shall be held
in escrow by an escrow agent appointed by the Committee. In determining
the Restricted Period of an award, the Committee may provide that the
foregoing restrictions shall lapse with respect to specified percentages of
the awarded shares on successive anniversaries of the date of such award.

     (c) Forfeiture. Subject to such exceptions as may be determined by
the Committee, if the Grantee's continuous employment with the Company
or any Subsidiary shall terminate for any reason prior to the expiration of
the Restricted Period of an award, any shares remaining subject to
restrictions (after taking into account the provisions of Section 10(e) hereof
shall thereupon be forfeited by the Grantee and transferred to, and
reacquired by, the Company or a Subsidiary at no cost to the Company or
Subsidiary.

     (d) Ownership. During the Restricted Period the Grantee shall
possess all incidents of ownership of such shares, subject to Section 10(b)
hereof, including the right to receive dividends with respect to such shares
and to vote such shares.

     (e) Accelerated Lapse of Restrictions. The Committee shall have the
authority (and the Agreement may, but need not, so provide) to cancel all
or any portion of any outstanding restrictions prior to the expiration of the
Restricted Period with respect to any or all of the shares of Restricted
Stock awarded on such terms and conditions as the Committee shall deem
appropriate.

     11. Effect of Certain Changes. In the event of any extraordinary
dividend, stock dividend, recapitalization, merger, consolidation, stock
split, warrant or rights issuance, or combination or exchange of such
shares, or other similar transactions, the number of shares of Common
Stock available for awards, the number of such shares covered by
outstanding awards, and the price per share of Options or the applicable
market value of Stock Appreciation Rights shall be equitably adjusted by
the Committee to reflect such event and preserve the value of such awards;
provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.  If the Company shall be reorganized,
consolidated, or merged with another corporation, or if all or substantially
all of the assets of the Company shall be sold or exchanged, a Grantee shall
at the time of issuance of the stock under such a corporate event, be
entitled to receive upon the exercise of his award the same number and
kind of shares of stock or the same amount of property, cash or securities
as he would have been entitled to receive upon the occurrence of any such
corporate event as if he had been, immediately prior to such event, the
holder of the number of shares covered by his award and that his award
shall have been fully vested at the time of such event; provided, however,
that in any of such events the Committee shall have the discretionary
power to take any action necessary or appropriate to prevent Incentive
Stock Options  granted hereunder from being disqualified as Incentive
Stock Options.  Any adjustment under this Section shall apply
proportionately to only the unexercised portion of any award granted
hereunder.  If fractions of a share would result from any such adjustment,
the adjustment shall be revised to the next lower whole number of shares.

     12. Surrender and Exchange of Awards. The Committee may permit
the voluntary surrender of all or a portion of any Option granted under the
Plan to an employee or any option granted under any other plan, program
or arrangement of the Company or any Subsidiary ("Surrendered Option"),
to be conditioned upon the granting to the employee Grantee of a new
Option for the same number of shares of Common Stock as the
Surrendered Option, or may require such voluntary surrender as a
condition precedent to a grant of a new Option to such Grantee. Subject to
the provisions of the Plan, such new Option may be an Incentive Stock
Option or a Nonqualified Stock Option and shall be exercisable at the
price, during such period and on such other terms and conditions as are
specified by the Committee at the time the new Option is granted. The
Committee may also grant Restricted Stock in exchange for Surrendered
Options to any holder of such Surrendered Option.

     13. Period During Which Awards May Be Granted. Awards may be
granted pursuant to the Plan from time to time within a period of ten (10)
years from the date the Plan is adopted by the Board, or the date the Plan
is approved by the stockholders of the Company, whichever is earlier.

     14. Nontransferability of Awards. Unless otherwise agreed to by the
Company, Awards granted under the Plan shall not be transferable
otherwise than by will or by the laws of descent and distribution, and
awards may be exercised or otherwise realized, during the lifetime of the
Grantee, only by the Grantee or by his guardian or legal representative.  No
award granted under the Plan shall be subject to execution, attachment or
other process.

     15. Approval of Shareholders. The Plan shall take effect as of the
date determined by the Board in its adoption of the Plan but the Plan (and
any grants of awards made prior to the shareholder approval described in
this sentence shall be subject to the approval of the holder(s) of a majority
of the shares of voting securities of the Company present, or represented,
and entitled to vote at the Company's next Annual Meeting of
Stockholders, which approval must occur within twelve months of the date
the Plan is adopted by the Board.

     16. Agreement by Employee Grantee Regarding Withholding Taxes.
If the Committee shall so require, as a condition of exercise of an Option
or Stock Appreciation Right or the expiration of the Restricted Period
(each a "Tax Event"), each employee Grantee shall agree that, no later than
the date of the Tax Event, the Grantee will pay to the Company or make
arrangements satisfactory to the Committee regarding payment of any
federal, state or local taxes of any kind required by law to be withheld upon
the Tax Event. Alternatively, the Committee may provide that an employee
Grantee may elect, to the extent permitted or required by law, to have the
Company deduct federal, state and local taxes of any kind required by law
to be withheld upon the Tax Event from any payment of any kind due to
the Grantee. The withholding obligation may be satisfied by the
withholding or delivery of Common Stock.

     17. Amendment and Termination of the Plan.

     (a)The Board at any time and from time to time may suspend,
terminate, modify or amend the Plan; provided, however, that an
amendment which requires stockholder approval in order for the Plan to
continue to comply with Rule 16b-3 or any other law, regulation or stock
exchange requirement shall not be effective unless approved by the
requisite vote of stockholders. Except as provided in Section 11 hereof, no
suspension, termination, modification or amendment of the Plan may
adversely affect any award previously granted, unless the written consent
of the Grantee is obtained.

     (b) The Plan may from time to time be terminated, modified or
amended by the affirmative vote of the holders of a majority of the shares
of the Company's Common Stock present, or represented, and entitled to
vote at a meeting of stockholders duly held in accordance with applicable
state law.

     (c)  The Board of the Company may at any time terminate the Plan
or from time to time make such modifications or amendments of the Plan
as it may deem advisable; provided, however, that the Board shall not (i)
modify or amend the Plan in any way that would disqualify any Option
issued pursuant to the Plan as an Incentive Stock Option, or (ii) without
approval by the affirmative vote of the holders of a majority of the shares
of the Company's Common Stock present, or represented, and entitled to
vote at a meeting of stockholders duly held in accordance with applicable
state law increase (except as provided by Section 11) the maximum number
of Common Shares as to which awards may be granted under the Plan or
change the class of persons eligible to receive an award under the Plan.

     (d)  No termination, modification or amendment of the Plan may
adversely affect the rights conferred by any awards without the consent of
the Grantee thereof.

     18. Rights as a Shareholder. Except as provided in Section 10(d)
hereof, a Grantee of an award (or any individual acquiring rights under
such award from the Grantee) shall have no rights as a shareholder with
respect to any shares covered by the award until the date of the issuance of
a stock certificate for such shares to the Grantee (or such individual). No
adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property) or distribution of other rights for
which the record date is prior to the date such stock certificate is issued,
except as provided in Section 11 hereof.

     19. No Rights to Employment. Nothing in the Plan or in any award
granted or Agreement entered into pursuant hereto shall confer upon any
Grantee the right to continue in the employ of, or a consultant relationship
with, the Company or any Subsidiary or to be entitled to any remuneration
or benefits not set forth in the Plan or such Agreement or to interfere with
or limit in any way the right of the Company or any such Subsidiary to
terminate such Grantee's employment or retention as a consultant. Awards
granted under the Plan shall not be affected by any change in duties or
position of a Grantee as long as such Grantee continues to be employed by,
or in a consultant relationship with, the Company or any Subsidiary.

     20. Beneficiary. A Grantee may file with the Committee a written
designation of a beneficiary on such form as may be prescribed by the
Committee and may, from time to time, amend or revoke such designation.
If no designated beneficiary survives the Grantee, the executor or
administrator of the Grantee's estate shall be deemed to be the Grantee's
beneficiary.

     21. Governing Law. The Plan and all determinations made and
actions taken pursuant hereto shall be governed by the laws of the State of
Delaware.

     22. Effective Date and Duration of the Plan. This Plan shall be
effective as of the date determined by the Company, subject to the approval
of the Plan by the stockholders of the Company, and shall terminate on the
tenth anniversary of such date, unless earlier terminated pursuant to
Section 17 hereof. No awards shall be granted after termination of the Plan.

     23.  Leave of Absence.  For purposes of the Plan, an individual who
is on military or sick leave or other bona fide leave of absence (such as
temporary employment by the United States or any state government) shall
be considered as remaining in the employ of the Company or of a
subsidiary corporation, if any, for 90 days or such longer period as shall be
determined by the Committee.

     24.  Further Conditions of Exercise.

     (a)   Unless prior to the exercise of  an award, the Common Stock
issuable upon such exercise are the subject of a registration statement filed
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), and there is then in effect
a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act, the acceptance of
such award and the notice of exercise with respect to such award shall be
accompanied by a representation or agreement deemed hereunder to have
been made by  the Grantee to the Company to the effect that such shares
are being acquired for investment only and not with a view to the resale or
distribution thereof, or such other documentation as may be required by the
Company, unless, in the opinion of counsel to the Company, such
representation, agreement or documentation is not necessary to comply
with the Securities Act.

     (b)  Anything in subsection (a) of this Section 24 to the contrary
notwithstanding, the Company shall not be obligated to issue or sell any
Common Stock until they have been listed on each securities exchange on
which the Common Stock may then be listed and until and unless, in the
opinion of counsel to the Company, the Company may issue such shares
pursuant to a qualification or an effective registration statement, or an
exemption from registration, under such state and federal laws, rules or
regulations as such counsel may deem applicable.  The Company shall use
reasonable efforts to effect such listing, qualification and registration, as
the case may be.

     25.  Formula Grants and Certain Restrictions under 1992 Stock
Option Plan.  The Company's obligation to issue stock options pursuant to
the formula specified in Section 4(c) of the Company's Amended and
Restated  1992 Stock Option Plan, and any prohibition on making
discretionary grants of stock options to members of the Company's Stock
Option Committee contained in Section 4(d) of the Company's Amended
and Restated  1992 Stock Option Plan, are hereby terminated , as of the
date that this Plan becomes effective.


                                                   EXHIBIT 5.1







                                                 June 10, 1999


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


    Gentlemen:

         I am the Vice President and General Counsel of Research
    Frontiers Incorporated (the "Company"), a Delaware corporation,
    and render this opinion in connection with the registration pursuant
    to a registration statement on Form S-8 (the "Registration
    Statement") by the Company under the Securities Act of 1933, as
    amended (the "Act"), of 1,085,000 shares of the Company's
    common stock, $.0001 par value (the "Common Stock"), to be
    offered for sale by the Company upon the exercise of certain stock
    options ("Options") from time to time granted under the
    Company's 1998 Stock Option Plan.

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

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

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

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

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

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


                   Very truly yours,

                   /s/  Joseph M. Harary

                   Joseph M. Harary, Esq.
                   Vice President and General Counsel


                                                  EXHIBIT 23.1


                   INDEPENDENT AUDITORS' CONSENT




    The Board of Directors
    Research Frontiers Incorporated

         We consent to the use of our report dated February 19, 1999,
    except as to note 11, which is as of March 25, 1999, incorporated
    herein by reference.

                      /s/ KPMG LLP
                          KPMG LLP


    Melville, New York
    June 10, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 65694}]
{"company-data": {"conformed-name": "RESEARCH FRONTIERS INC", "cik": "0000793524", "assigned-sic": "8731", "irs-number": "112103466", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80575", "film-number": "99645320"}, "business-address": {"street1": "240 CROSSWAYS PARK DR", "city": "WOODBURY", "state": "NY", "zip": "11797-2033", "phone": "5163641902"}, "mail-address": {"street1": "240 CROSSWAYS PARK DR", "city": "WOODBURY", "state": "NY", "zip": "11797-2033"}}
As filed with the Securities and Exchange Commission on June 10,1999
Reg. No. 333-___________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

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

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

                            Delaware
                   (State or other jurisdiction
                  incorporation or organization)

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

        240 Crossways Park Drive, Woodbury, New York 11797-2033
       (Address of Principal Executive Offices)      (Zip Code)

                      1998 Stock Option Plan
                     (Full title of the Plan)

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

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

                         With a copy to:

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

                         CALCULATION OF REGISTRATION FEE

Title of                             Proposed maximum Proposed maximum Amount of
Shares              Amount to        offering price   aggregate        registra-
to be registered    be registered(1) per Share        offering price   tion fee

Common Stock,$0.0001
par value per share 1,085,000 shares $7.90024          $8,571,761  $2,382.95(1)

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933 based upon
     the average of (1) the actual exercise price of the Company's
     Common Stock for options which have already been granted
     pursuant to the Plan registered hereunder, and (2) the average of the
     high and low trading prices of the Company's Common Stock as
     reported on the Nasdaq National Market System on June 9, 1999 for
     options which are available for issuance pursuant to the Plan
     registered hereunder.  In accordance with Rule 416 under the
     Securities Act of 1933, Common Stock offered hereby shall also be
     deemed to cover an indeterminate number of securities to be offered
     or issued to prevent dilution resulting from stock splits, stock
     dividends or similar transactions, and is deemed to  include any
     additional shares of Common Stock that may be issuable upon such
     exercise as a result of the antidilution provisions thereof or as a
     result of any adjustment to the exercise price.

                        Page 1 of 7 Pages

                              PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The Section 10(a)  prospectus  for the Plan is not being filed with the
Securities  and  Exchange Commission  (the   "SEC") as part of this
registration statement.

                             PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The following documents, which have been filed by Research
Frontiers Incorporated (the "Company") with the SEC, are incorporated by
reference in this registration statement as of their respective dates:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.

     (b)  The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999.

     (c)  The description of the Company's capital stock contained in the
latest registration statement of the Company under the Securities Exchange
Act of 1934, as amended.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

Item 5.   Interests of Named Experts and Counsel.

     The legality of the securities offered hereby has been passed upon by
Joseph M. Harary, Esq., the Company's Vice President and General
Counsel.  As of June 9, 1999, Mr. Harary holds common stock and options
to purchase common stock granted pursuant to the Company'ss 1992
Stock Option Plan and 1998 Stock Option Plan totaling 356,574 shares.

Item 6.   Indemnification of Directors and Officers.

Article EIGHTH of the Company's Certificate of Incorporation
provides for the indemnification of the Company's officers and
directors to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law (the "GCL").

Section 145 of the GCL provides as follows:

     145 Indemnification of Officers, Directors, Employees and Agents;
Insurance

     (a) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person  in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.

     (b) A corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the present or former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, or (2) by
a committee of such directors designated by a majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled
to be indemnified by the corporation as authorized in this section. Such
expenses (including attorneys' fees) incurred by former directors and
officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any
such capacity, or arising out of such person's status as such, whether or not
the corporation would have the power to indemnify such person against
such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as such person would have
with respect to such constituent corporation if its separate existence had
continued.

     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.

     (j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses
or indemnification brought under this section or under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
The Court of Chancery may summarily determine a corporation' obligation
to advance expenses (including attorneys' fees).

     Article NINTH of the Company's Certificate of Incorporation
provides for the elimination of any personal liability for monetary damages
of directors to the Corporation or its stockholders for breach of fiduciary
duty, for negligence or for taking or omitting to take any action to the
fullest extent permitted by Section 102(b) (7) of the GCL.

     Section 102(b) (7) of the GCL provides as follows:

     (b) In addition to the matters required to be set forth in the certificate
of incorporation by subsection (a) of this section, the certificate of
incorporation may also contain any or all of the following matters:

     (7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under section 174 of this Title, or (iv) for
any transaction from which the director derived an improper personal
benefit. No such provision shall eliminate or limit the liability of a director
for any act or omission occurring prior to the date when such provision
becomes effective. All references in this paragraph to a director shall also
be deemed to refer (x) to a member of the governing body of a corporation
which is not authorized to issue capital stock, and (y) to such other person
or persons, if any, who, pursuant to a provision of the certificate of
incorporation in accordance with section 141(a) of this title, exercise or
perform any of the powers or duties otherwise conferred or imposed upon
the board of directors by this title.

Item 8.   Exhibits.

4.1  1998 Stock Option Plan, as amended to date.

5.1  Opinion of counsel re: legality

23.1 Consent of independent auditors

23.2 Consent of counsel (included in Exhibit 5.1 above)

24.  Power of Attorney.  Included as part of signature page to this
     registration statement on Form S-8.

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement;

               (i) To include any prospectus required by Section 10(a)(3) of
     the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set
     forth in this registration statement.Notwithstanding the foregoing,
     any increase or decrease in the volume of securities offered (if the
     total dollar value if  securities offered would not exceed that which
     was registered) and any  deviation from the low or high end of the
     estimated maximum offering  range may be reflected in the form of
     prospectus filed with the  Commission pursuant to Rule 424(b) if, in
     the aggregate, the changes in volume and price represent no more
     than 20 percent change in the maximum aggregate offering price set
     forth in the "Calculation of Registration Fee" table in the effective
     registration statement.;

               (iii) To include any material information with respect to the
     plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement;

provided, however, that subparagraphs (i) and (ii) above will not apply if
the information required to be included in a post-effective amendment by
those subparagraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of this offering.

     The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Woodbury, State of New York on
this 10th day of June , 1999.

                         RESEARCH FRONTIERS INCORPORATED
                              (Registrant)

                         By:/s/ Robert L. Saxe
                            Robert L. Saxe, President, Treasurer,
                            Principal Executive, Financial and
                            Accounting Officer.

                        POWER OF ATTORNEY

     We the undersigned directors of Research Frontiers Incorporated
hereby severally constitute and appoint Robert L. Saxe and Joseph M.
Harary, each individually as our true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for us and in our stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this registration statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

      Signature                    Title                         Date

/s/ Robert L. Saxe     Chairman of the Board, President    June 10, 1999
    Robert L. Saxe     Treasurer and Director (Principal
                       Executive, Financial and Accounting Officer)

/s/ Robert M. Budin    Director                            June 10, 1999
    Robert M. Budin

/s/ Bernard D. Gold    Director                            June 10, 1999
    Bernard D. Gold

/s/ Joseph M. Harary   Director                            June 10, 1999
    Joseph M. Harary

                                                        EXHIBIT 4.1

                     1998 STOCK OPTION PLAN
              OF RESEARCH FRONTIERS INCORPORATED.

     1. Purpose. Types of Awards. Construction. The purpose of the 1998
Stock Option Plan of Research Frontiers Incorporated (the "Plan") is to
afford an incentive to executive officers, other employees and
non-employee directors and consultants of Research Frontiers
Incorporated, a Delaware corporation (the "Company"), or any Subsidiary
(as defined below), to acquire a proprietary interest in the Company, to
continue as employees or non-employee directors (as the case may be), to
increase their efforts on behalf of the Company and to promote the success
of the Company's business. To further such purposes the Committee may
grant stock options, stock appreciation rights and restricted stock. The
provisions of the Plan are intended to satisfy the requirements of Section
16(b) of the Securities Exchange Act of 1934, and shall be interpreted in
a manner consistent with the requirements thereof, as now or hereafter
construed, interpreted and applied by regulations, rulings and cases.

     2. Definitions. As used in this Plan, the following words and phrases
shall have the meanings indicated:

     (a) "Agreement" shall mean an agreement entered into between the
Company and a Grantee in connection with an award under the Plan.

     (b) "Board" shall mean the Board of Directors of the Company.

     (c) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and any reference to a section of the Code or
regulation promulgated thereunder shall also refer to any successor of such
section or regulation.

     (d) "Committee" shall mean a committee established by the Board to
administer the Plan, the composition of which shall at all times satisfy the
provisions of Rule 16b-3 under the Exchange Act.

     (e) "Common Stock" shall mean shares of common stock, par value
$.0001 per share, of the Company.

     (f) "Company" shall mean Research Frontiers Incorporated, a
corporation organized under the laws of the State of Delaware, or any
successor corporation.

     (g) "Disability" shall mean a Grantee's inability to perform his duties
with the Company or any Subsidiary for more than six consecutive months
by reason of any medically determinable physical or mental impairment,
as determined by a physician selected by the Grantee and acceptable to the
Company.

     (h) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time, and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases, and any reference
to a section of the Exchange Act or rule or regulation promulgated
thereunder shall also refer to any successor of such section, rule or
regulation..

     (i) "Fair Market Value" per share as of a particular date shall mean
(i) the average high and low trading prices per share of Common Stock on
the national securities exchange on which the Common Stock is principally
traded for the last preceding date on which there was a sale of such
Common Stock on such exchange, or (ii) if the shares of Common Stock
are then traded in an over-the-counter market, the average high and low
trading prices per share of Common Stock in such over-the-counter market
for the last preceding date on which there was a sale of such Common
Stock in such market, or (iii) if the shares of Common Stock are not then
listed on a national securities exchange or traded in an over-the-counter
market, such value as the Committee, in its sole discretion, shall determine.

     (j) "Grantee" shall mean a person who receives a grant of Options,
Stock Appreciation Rights or Restricted Stock under the Plan.

     (k) "Incentive Stock Option" shall mean any option intended to be,
and designated as, an incentive stock option within the meaning of Section
422 of the Code.

     (1) "Insider" shall mean a Grantee who is subject to the reporting
requirements of Section 16(a) of the Exchange Act.

     (m) "Option" or "Options" shall mean a grant to a Grantee of an
option or options to purchase shares of Common Stock. Options granted
by the Committee to an employee Grantee pursuant to the Plan shall
constitute either Incentive Stock Options or Nonqualified Stock Options.
Options granted to any consultant or non-employee director shall be
Nonqualified Stock Options.

     (n) "Option Price" shall mean the exercise price of an Option per
share of Common Stock covered by the Option.

     (o) "Option Term" shall mean the period (determined at the Option's
grant) from its date of grant to the last date on which it can be exercised.
The Option Term of any Incentive Stock Option or any Option granted to
any consultant or non-employee director shall not be longer than ten (10)
years. The Option Term of any Incentive Stock Option granted to a Ten
Percent Stockholder shall not be longer than five (5) years.

     (p) "Plan" means this 1998 Stock Option Plan of Research Frontiers
Incorporated, as amended from time to time.

     (q) "Retirement" shall mean a Grantee's retirement in accordance
with the terms of any pension or retirement plan adopted by the Company
(or any Subsidiary), if any, as the case may be, on the normal retirement
date prescribed from time to time by the Company or such Subsidiary.

     (r) "Rule 16b-3" shall mean Rule 16b-3, as from time to time in
effect, promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act, including any successor to such Rule.

     (s) "Stock Appreciation Right" shall mean the right, granted to a
Grantee under Section 9, to be paid an amount measured by the
appreciation in the Fair Market Value of Common Stock from the date of
grant to the date of exercise of the right, with payment to be made in cash
or Common Stock as specified in the award or determined by the
Committee.

     (t) "Subsidiary" shall be as defined in Section 424(f) of the Code and
shall include a subsidiary of any subsidiary.

     (u) "Ten Percent Stockholder" shall mean an employee Grantee who,
at the time an Incentive Stock Option is granted to such Grantee, owns
stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the employer corporation or of its parent or
subsidiary corporation.

     3. Administration. The Plan shall be administered by the Committee.
The Committee shall have the authority in its discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to
it under the Plan or necessary or advisable in the administration of the
Plan, including, without limitation, the authority to grant Options, Stock
Appreciation Rights and Restricted Stock; to determine which Options
shall constitute Incentive Stock Options and which Options shall constitute
Nonqualified Stock Options; to determine the purchase price of the shares
of Common Stock covered by each Option; to determine the persons to
whom, and the time or times at which awards shall be granted; to
determine the number of shares to be covered by each award; to interpret
the Plan; to prescribe, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of the Agreements (which
need not be identical) and to cancel or suspend awards, as necessary; and
to make all other determinations deemed necessary or advisable for the
administration of the Plan.

     The Committee may delegate to one or more of its members or to one
or more agents such administrative duties as it may deem advisable, and
the Committee or any person to whom it has delegated duties as aforesaid
may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. All
decisions, determination and interpretations of the Committee shall be final
and binding on all Grantees of any awards under this Plan.  The Board
shall fill all vacancies, however caused, in the Committee. The Board may
from time to time appoint additional members to the Committee, and may
at any time remove one or more Committee members and substitute others.
One member of the Committee shall be selected by the Board as chairman.
The Committee shall hold its meetings at such times and places as it shall
deem advisable. All determinations of the Committee shall be made by a
majority of its members either present in person or participating by
conference telephone at a meeting or by written consent. The Committee
may appoint a secretary and make such rules and regulations for the
conduct of its business as it shall deem advisable, and shall keep minutes
of its meetings.

     No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any
award granted hereunder.

     4. Eligibility. Awards may be granted to executive officers and other
employees, including officers and directors who are employees, and to
non-employee directors of and consultants to the Company, except as
proscribed by the Exchange Act or the Code. In determining the employees
to whom awards shall be granted and the number of shares to be covered
by each award, the Committee shall take into account the duties of the
respective employees, their present and potential contributions to the
success of the Company and such other factors as the Committee shall
deem relevant in connection with accomplishing the purpose of the Plan.

     5. Stock. The maximum number of shares of Common Stock reserved
for the grant of awards under the Plan shall be 1,085,000 shares, subject to
adjustment as provided in Section 11 hereof. Such shares may, in whole or
in part, be authorized but unissued shares or shares that shall have been or
may be reacquired by the Company.  For purposes of this Section 5, where
the exercise price of an Option is paid in Common Stock pursuant to
Section 6(d) of the Plan, only the net number of additional shares issued
and which remain outstanding in connection with such exercise shall be
deemed "issued" for purposes of the Plan.

     If any outstanding award under the Plan should, for any reason
expire, be canceled or be forfeited (other than in connection with the
exercise of a Stock Appreciation Right), without having been exercised in
full, the shares of Common Stock allocable to the unexercised, canceled or
terminated portion of such award shall (unless the Plan shall have been
terminated) become available for subsequent grants of awards under the
Plan; provided, however, that, in the case of the cancellation or forfeiture
of Restricted Stock with respect to which dividends have been paid or
accrued, the number of shares with respect to such Restricted Stock shall
not be available for subsequent grants hereunder unless, in the case of
shares with respect to which dividends were accrued but unpaid, such
dividends are also canceled or forfeited.

     6. Terms and Conditions of Options. Each Option granted pursuant
to the Plan shall be evidenced by a written agreement between the
Company and the Grantee (the "Option Agreement"), in such form and
containing such terms and conditions as the Committee shall from time to
time approve, which Option Agreement shall comply with and be subject
to the following terms and conditions, unless otherwise specifically
provided in such Option Agreement.

     (a) Number of Shares. Each Option Agreement shall state the number
of shares of Common Stock to which the Option relates.

     (b) Type of Option. Each Option Agreement shall specifically state
that the Option constitutes an Incentive Stock Option or a Nonqualified
Stock Option.

     (c) Option Price. Each Option Agreement shall state the Option
Price, which, in the case of an Incentive Stock Option, shall not be less
than one hundred percent (100%) of the Fair Market Value of a share of
Common Stock covered by the Option on the date of grant, and in any case
shall not be less than the par value of a share of the Common Stock
covered by the Option. The Option Price shall be subject to adjustment as
provided in Section 11 hereof. The effective date as of which the
Committee adopts a resolution expressly granting an Option shall be
considered the day on which such Option is granted.

     (d) Medium and Time of Payment.  Payment of the Option Price may
be made (as determined by the Board) (i) in cash, (ii) by certified check or
bank cashier's check payable to the order of the Company in the amount of
such Option Price, or, if permitted by the Committee: (iii) by promissory
note issued by the Grantee in favor of the Company in an amount equal to
such Option Price and payable on terms prescribed by the Committee and
which provides for the payment of interest at a fair market rate, as
determined by the Committee, (iv) by delivery of capital stock to the
Company having a Fair Market Value (determined on the date of exercise)
equal to the Option Price, (v) by agreeing with the Company to cancel a
portion of the exercisable Options issued hereunder to such Grantee having
a value (measured as the difference between the current Fair Market Value
(determined on the date of exercise) and the Option Price of the Common
Stock subject to such portion) equal to the Option Price; or (vi) by any
combination of the methods of payment described in (i) through (v) above.

     (e) Term and Exercisability of Options. Each Option Agreement shall
provide the exercise schedule for the Option as determined by the
Committee; provided, however, that the Committee shall have the authority
to accelerate the exercisability of any outstanding Option at such time and
under such circumstances as it, in its sole discretion, deems appropriate.
Each Option Agreement shall provide an Option Term which shall be ten
(10) years from the date of the grant of the Option, unless otherwise
provided in Section 2 hereof or otherwise determined by the Committee.
The Option Term shall be subject to earlier expiration as provided in
Sections 6(f )and 6(g) hereof. An Option may be exercised, as to any or all
full shares of Common Stock as to which the Option has become
exercisable, by written notice delivered in person or by mail to any officer
of the Company, specifying the number of shares of Common Stock with
respect to which the Option is being exercised.

     (f) Termination of Employee Grantee. Except as provided in this
Section 6(f) and in Section 6(g) hereof, an Incentive Stock Option granted
to an employee of the Company or a Subsidiary thereof may be exercised
only if the employee Grantee is then in the employ of the Company or a
Subsidiary thereof (or a corporation issuing or assuming the Option in a
transaction to which Section 424(a) of the Code applies (or a parent or
subsidiary corporation of such corporation)), and the Grantee has remained
continuously so employed since the date of grant of the Option. Unless a
shorter period is specified in the Option Agreement, in the event that the
employment of an employee Grantee shall terminate (other than by reason
of death, Disability or Retirement), all Incentive Stock Options of such
Grantee that are exercisable on the date of such termination shall continue
to be exercisable for three months after the date of such termination (or
such longer period as the Committee shall prescribe in the case of
Nonqualified Stock Options). Notwithstanding the foregoing  provisions
of this Section 6(f), no Option may be exercised later than the expiration
of its Option Term. To the extent that any Option is not exercisable on the
date of such termination of employment, its Option Term shall expire on
such date.

     (g) Termination of Employee Grantee by Death, Disability or
Retirement. If an employee Grantee shall die while employed by the
Company or a Subsidiary thereof, or within three months after the date of
termination of such Grantee's employment (or within such longer period
as the Committee may have provided for exercise of the Grantee's Options
after termination of the Grantee's employment pursuant to Section 6(f)
hereof, or if the employee Grantee's employment shall terminate by reason
of Disability, all Incentive Stock Options theretofore granted to such
Grantee (to the extent such Options are exercisable on the date the
Grantee's employment is terminated by such death or Disability) may be
exercised by the Grantee or by the Grantee's estate or by a person who
acquired the right to exercise such Options by bequest or inheritance or
otherwise by reason of death or Disability of the Grantee, at any time
within six months after the death or Disability of the Grantee. In the event
that an Option granted hereunder shall be exercised by the legal
representatives of a deceased or Disabled Grantee, written notice of such
exercise shall be accompanied by a certified copy of letters testamentary
or equivalent proof of the right of such legal representatives to exercise
such Option. In the event that the employment of an employee Grantee
shall terminate on account of such Grantee's Retirement, all Incentive
Stock Options of such Grantee (to the extent such Options are exercisable
on the date of the Grantee's retirement) may be exercised at any time
within three months after the date of such Retirement. Notwithstanding the
foregoing provisions of this Section 6(g), no Option may be exercised later
than the expiration of its Option Term. To the extent that any Option is not
exercisable on the date of such termination of employment by reason of
death, Disability or Retirement, its Option Term shall expire on such date.

     (h)  Other Provisions. The Option Agreements evidencing awards
under the Plan shall contain such other terms and conditions not
inconsistent with the Plan as the Committee may determine.

     7. Nonqualified Stock Options. Options granted pursuant to this
Section 7 are intended to constitute Nonqualified Stock Options and shall
be subject only to the general terms and conditions specified in Section 6
hereof.  At the discretion of the Committee, the early termination
provisions contained in Section 6 hereof may be waived by the Committee
as evidenced by their exclusion from any Option Agreement.

     8. Incentive Stock Options. Options granted pursuant to this Section
8 are intended to constitute Incentive Stock Options and shall be subject to
the following special terms and conditions, in addition to the general terms
and conditions specified in Section 6 hereof.

     (a) Value of Shares. The aggregate Fair Market Value (determined as
of the date the Incentive Stock Option is granted) of the shares of Common
Stock with respect to which Incentive Stock Options granted under this
Plan (and all other plans of an employee Grantee's employer corporation
and its parent and subsidiary corporations) become exercisable for the first
time by the Grantee during any calendar year shall not exceed $100,000.
To the extent that the grant of an Option results in the aggregate Fair
Market Value (determined at the time of grant) of the Common Stock (or
other capital stock of the Company or any subsidiary) with respect to
which Incentive Stock Options are exercisable for the first time by a
Grantee during any calendar year (under all plans of the Company and
subsidiary corporations) to exceed $100,000, such Option shall be treated
as a Nonqualified Stock Option to the extent of such excess.  The
provisions of this subsection shall be construed and applied in accordance
with Section 422(d) of the Code and the regulations, if any, promulgated
thereunder. Nothing contained in the Plan shall be construed to limit the
right of the Committee to grant an Incentive Stock Option and a
Nonqualified Stock Option concurrently under a single stock option
Agreement so long as each Option is clearly identified as to its status.

     (b) Ten Percent Stockholder. In the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, (i) the Option Price shall not be less
than one-hundred-ten percent (110%) of the Fair Market Value of a share
of Common Stock on the date of grant of such Incentive Stock Option, and
(ii) the Option Term shall not exceed five (5) years from the date of grant
of such Incentive Stock Option.

     (c) Disqualifying Dispositions of Incentive Stock Options.  If
Common Stock acquired upon exercise of any Incentive Stock Option is
disposed of in a disposition that, under Section 422 of the Code,
disqualifies the Grantee from the application of Section 421(a) of the Code,
the Grantee immediately before such disposition of Common Stock shall
comply with any requirements imposed by the Company in order to enable
the Company to secure the related income tax deduction to which it is
entitled in such event.

     9. Stock Appreciation Rights. The Committee shall have authority to
grant a Stock Appreciation Right to the employee Grantee of any Option
under the Plan with respect to all or some of the shares of Common Stock
covered by such related Option. A Stock Appreciation Right shall, except
as provided in this Section 9, be subject to the same terms and conditions
as the related Option. Each Stock Appreciation Right granted pursuant to
the Plan shall be evidenced by a written Agreement between the Company
and the Grantee in such form as the Committee shall time to time approve.

     (a) Time of Grant. A Stock Appreciation Right may be granted either
at the time of grant, or at any time thereafter during the term of the Option;
provided, however, that Stock Appreciation Rights related to Incentive
Stock Options may only be granted at the time of grant of the related
Option.

     (b) Payment. A Stock Appreciation Right shall entitle the holder
thereof, upon exercise of the Stock Appreciation Right or any portion
thereof, to receive payment of an amount computed pursuant to Section
9(d).

     (c) Exercise. A Stock Appreciation Right shall be exercisable at such
time or times and only to the extent that the related Option is exercisable,
and will not be transferable except to the extent the related Option may be
transferable. A Stock Appreciation Right granted in connection with an
Incentive Stock Option shall be exercisable only if the Fair Market Value
of a share of Common Stock on the date of exercise exceeds the purchase
price specified in the related Incentive Stock Option.

     (d) Amount Payable. Upon the exercise of a Stock Appreciation
Right, the Grantee shall be entitled to receive an amount determined by
multiplying (i) the excess of the Fair Market Value of a share of Common
Stock on the date of exercise of such Stock Appreciation Right over the
Option Price under the related Option, by (ii) the number of shares of
Common Stock as to which such Stock Appreciation Right is being
exercised. Notwithstanding the foregoing, the Committee may limit in any
manner the amount payable with respect to any Stock Appreciation Right
by including such a limit at the time it is granted.

     (e) Treatment of Related Options and Stock Appreciation Rights
Upon Exercise. Upon the exercise of a Stock Appreciation Right, the
related Option shall be canceled to the extent of the number of shares of
Common Stock as to which the Stock Appreciation Right is exercised and
upon the exercise of an Option granted in connection with a Stock
Appreciation Right, the Stock Appreciation Right shall be canceled to the
extent of the number of shares of Common Stock as to which the Option
is exercised or surrendered.

     (f) Method of Exercise. Stock Appreciation Rights shall be exercised
by a Grantee only by a written notice delivered in person or by mail to the
Secretary of the Company, specifying the number of shares of Common
Stock with respect to which the Stock Appreciation Right is being
exercised. If requested by the Committee, the Grantee shall deliver the
Agreement evidencing the Stock Appreciation Right being exercised and
the Option Agreement evidencing any related Option to the President or
any Vice President of the Company who shall endorse thereon a notation
of such exercise and return such Agreements to the Grantee.

     (g) Form of Payment. Payment of the amount determined under
Section 9(d), may be made solely in whole shares of Common Stock in a
number determined based upon their Fair Market Value on the date of
exercise of the Stock Appreciation Right or, alternatively, at the sole
discretion of the Committee, solely in cash, or in a combination of cash and
shares of Common Stock as the Committee deems advisable. If the
Committee decides to make full payment in shares of Common Stock, and
the amount payable results in a fractional share, payment for the fractional
share will be made in cash. Notwithstanding the foregoing, to the extent
required by Rule 16b-3 no payment in the form of cash may be made upon
the exercise of a Stock Appreciation Right pursuant to Section 9(d) to an
Insider, unless the exercise of such Stock Appreciation Right is made
during the period beginning on the third business day and ending on the
twelfth business day following the date of release for publication of the
Company's quarterly or annual statements of earnings.

     10. Restricted Stock. The Committee may award shares of Restricted
Stock to any eligible employee. Each award of Restricted Stock under the
Plan shall be evidenced by a written Agreement between the Company and
the Grantee, in such form as the Committee shall from time to time
approve, and shall comply with the following terms and conditions (and
with such other terms and conditions not inconsistent with the terms of this
Plan as the Committee, in its discretion, shall establish):

     (a) Number of Shares. Each Agreement shall state the number of
shares of Restricted Stock to be subject to an award.

     (b) Restrictions. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution, for such period as
the Committee shall determine from the date on which the award is granted
(the "Restricted Period"). The Committee may also impose such other
restrictions and conditions on the shares as it deems appropriate including
the satisfaction of performance criteria. Certificates for shares of stock
issued pursuant to Restricted Stock awards shall bear an appropriate legend
referring to such restrictions, and any attempt to dispose of any such shares
of stock in contravention of such restrictions shall be null and void and
without effect. During the Restricted Period, such certificates shall be held
in escrow by an escrow agent appointed by the Committee. In determining
the Restricted Period of an award, the Committee may provide that the
foregoing restrictions shall lapse with respect to specified percentages of
the awarded shares on successive anniversaries of the date of such award.

     (c) Forfeiture. Subject to such exceptions as may be determined by
the Committee, if the Grantee's continuous employment with the Company
or any Subsidiary shall terminate for any reason prior to the expiration of
the Restricted Period of an award, any shares remaining subject to
restrictions (after taking into account the provisions of Section 10(e) hereof
shall thereupon be forfeited by the Grantee and transferred to, and
reacquired by, the Company or a Subsidiary at no cost to the Company or
Subsidiary.

     (d) Ownership. During the Restricted Period the Grantee shall
possess all incidents of ownership of such shares, subject to Section 10(b)
hereof, including the right to receive dividends with respect to such shares
and to vote such shares.

     (e) Accelerated Lapse of Restrictions. The Committee shall have the
authority (and the Agreement may, but need not, so provide) to cancel all
or any portion of any outstanding restrictions prior to the expiration of the
Restricted Period with respect to any or all of the shares of Restricted
Stock awarded on such terms and conditions as the Committee shall deem
appropriate.

     11. Effect of Certain Changes. In the event of any extraordinary
dividend, stock dividend, recapitalization, merger, consolidation, stock
split, warrant or rights issuance, or combination or exchange of such
shares, or other similar transactions, the number of shares of Common
Stock available for awards, the number of such shares covered by
outstanding awards, and the price per share of Options or the applicable
market value of Stock Appreciation Rights shall be equitably adjusted by
the Committee to reflect such event and preserve the value of such awards;
provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.  If the Company shall be reorganized,
consolidated, or merged with another corporation, or if all or substantially
all of the assets of the Company shall be sold or exchanged, a Grantee shall
at the time of issuance of the stock under such a corporate event, be
entitled to receive upon the exercise of his award the same number and
kind of shares of stock or the same amount of property, cash or securities
as he would have been entitled to receive upon the occurrence of any such
corporate event as if he had been, immediately prior to such event, the
holder of the number of shares covered by his award and that his award
shall have been fully vested at the time of such event; provided, however,
that in any of such events the Committee shall have the discretionary
power to take any action necessary or appropriate to prevent Incentive
Stock Options  granted hereunder from being disqualified as Incentive
Stock Options.  Any adjustment under this Section shall apply
proportionately to only the unexercised portion of any award granted
hereunder.  If fractions of a share would result from any such adjustment,
the adjustment shall be revised to the next lower whole number of shares.

     12. Surrender and Exchange of Awards. The Committee may permit
the voluntary surrender of all or a portion of any Option granted under the
Plan to an employee or any option granted under any other plan, program
or arrangement of the Company or any Subsidiary ("Surrendered Option"),
to be conditioned upon the granting to the employee Grantee of a new
Option for the same number of shares of Common Stock as the
Surrendered Option, or may require such voluntary surrender as a
condition precedent to a grant of a new Option to such Grantee. Subject to
the provisions of the Plan, such new Option may be an Incentive Stock
Option or a Nonqualified Stock Option and shall be exercisable at the
price, during such period and on such other terms and conditions as are
specified by the Committee at the time the new Option is granted. The
Committee may also grant Restricted Stock in exchange for Surrendered
Options to any holder of such Surrendered Option.

     13. Period During Which Awards May Be Granted. Awards may be
granted pursuant to the Plan from time to time within a period of ten (10)
years from the date the Plan is adopted by the Board, or the date the Plan
is approved by the stockholders of the Company, whichever is earlier.

     14. Nontransferability of Awards. Unless otherwise agreed to by the
Company, Awards granted under the Plan shall not be transferable
otherwise than by will or by the laws of descent and distribution, and
awards may be exercised or otherwise realized, during the lifetime of the
Grantee, only by the Grantee or by his guardian or legal representative.  No
award granted under the Plan shall be subject to execution, attachment or
other process.

     15. Approval of Shareholders. The Plan shall take effect as of the
date determined by the Board in its adoption of the Plan but the Plan (and
any grants of awards made prior to the shareholder approval described in
this sentence shall be subject to the approval of the holder(s) of a majority
of the shares of voting securities of the Company present, or represented,
and entitled to vote at the Company's next Annual Meeting of
Stockholders, which approval must occur within twelve months of the date
the Plan is adopted by the Board.

     16. Agreement by Employee Grantee Regarding Withholding Taxes.
If the Committee shall so require, as a condition of exercise of an Option
or Stock Appreciation Right or the expiration of the Restricted Period
(each a "Tax Event"), each employee Grantee shall agree that, no later than
the date of the Tax Event, the Grantee will pay to the Company or make
arrangements satisfactory to the Committee regarding payment of any
federal, state or local taxes of any kind required by law to be withheld upon
the Tax Event. Alternatively, the Committee may provide that an employee
Grantee may elect, to the extent permitted or required by law, to have the
Company deduct federal, state and local taxes of any kind required by law
to be withheld upon the Tax Event from any payment of any kind due to
the Grantee. The withholding obligation may be satisfied by the
withholding or delivery of Common Stock.

     17. Amendment and Termination of the Plan.

     (a)The Board at any time and from time to time may suspend,
terminate, modify or amend the Plan; provided, however, that an
amendment which requires stockholder approval in order for the Plan to
continue to comply with Rule 16b-3 or any other law, regulation or stock
exchange requirement shall not be effective unless approved by the
requisite vote of stockholders. Except as provided in Section 11 hereof, no
suspension, termination, modification or amendment of the Plan may
adversely affect any award previously granted, unless the written consent
of the Grantee is obtained.

     (b) The Plan may from time to time be terminated, modified or
amended by the affirmative vote of the holders of a majority of the shares
of the Company's Common Stock present, or represented, and entitled to
vote at a meeting of stockholders duly held in accordance with applicable
state law.

     (c)  The Board of the Company may at any time terminate the Plan
or from time to time make such modifications or amendments of the Plan
as it may deem advisable; provided, however, that the Board shall not (i)
modify or amend the Plan in any way that would disqualify any Option
issued pursuant to the Plan as an Incentive Stock Option, or (ii) without
approval by the affirmative vote of the holders of a majority of the shares
of the Company's Common Stock present, or represented, and entitled to
vote at a meeting of stockholders duly held in accordance with applicable
state law increase (except as provided by Section 11) the maximum number
of Common Shares as to which awards may be granted under the Plan or
change the class of persons eligible to receive an award under the Plan.

     (d)  No termination, modification or amendment of the Plan may
adversely affect the rights conferred by any awards without the consent of
the Grantee thereof.

     18. Rights as a Shareholder. Except as provided in Section 10(d)
hereof, a Grantee of an award (or any individual acquiring rights under
such award from the Grantee) shall have no rights as a shareholder with
respect to any shares covered by the award until the date of the issuance of
a stock certificate for such shares to the Grantee (or such individual). No
adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property) or distribution of other rights for
which the record date is prior to the date such stock certificate is issued,
except as provided in Section 11 hereof.

     19. No Rights to Employment. Nothing in the Plan or in any award
granted or Agreement entered into pursuant hereto shall confer upon any
Grantee the right to continue in the employ of, or a consultant relationship
with, the Company or any Subsidiary or to be entitled to any remuneration
or benefits not set forth in the Plan or such Agreement or to interfere with
or limit in any way the right of the Company or any such Subsidiary to
terminate such Grantee's employment or retention as a consultant. Awards
granted under the Plan shall not be affected by any change in duties or
position of a Grantee as long as such Grantee continues to be employed by,
or in a consultant relationship with, the Company or any Subsidiary.

     20. Beneficiary. A Grantee may file with the Committee a written
designation of a beneficiary on such form as may be prescribed by the
Committee and may, from time to time, amend or revoke such designation.
If no designated beneficiary survives the Grantee, the executor or
administrator of the Grantee's estate shall be deemed to be the Grantee's
beneficiary.

     21. Governing Law. The Plan and all determinations made and
actions taken pursuant hereto shall be governed by the laws of the State of
Delaware.

     22. Effective Date and Duration of the Plan. This Plan shall be
effective as of the date determined by the Company, subject to the approval
of the Plan by the stockholders of the Company, and shall terminate on the
tenth anniversary of such date, unless earlier terminated pursuant to
Section 17 hereof. No awards shall be granted after termination of the Plan.

     23.  Leave of Absence.  For purposes of the Plan, an individual who
is on military or sick leave or other bona fide leave of absence (such as
temporary employment by the United States or any state government) shall
be considered as remaining in the employ of the Company or of a
subsidiary corporation, if any, for 90 days or such longer period as shall be
determined by the Committee.

     24.  Further Conditions of Exercise.

     (a)   Unless prior to the exercise of  an award, the Common Stock
issuable upon such exercise are the subject of a registration statement filed
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), and there is then in effect
a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act, the acceptance of
such award and the notice of exercise with respect to such award shall be
accompanied by a representation or agreement deemed hereunder to have
been made by  the Grantee to the Company to the effect that such shares
are being acquired for investment only and not with a view to the resale or
distribution thereof, or such other documentation as may be required by the
Company, unless, in the opinion of counsel to the Company, such
representation, agreement or documentation is not necessary to comply
with the Securities Act.

     (b)  Anything in subsection (a) of this Section 24 to the contrary
notwithstanding, the Company shall not be obligated to issue or sell any
Common Stock until they have been listed on each securities exchange on
which the Common Stock may then be listed and until and unless, in the
opinion of counsel to the Company, the Company may issue such shares
pursuant to a qualification or an effective registration statement, or an
exemption from registration, under such state and federal laws, rules or
regulations as such counsel may deem applicable.  The Company shall use
reasonable efforts to effect such listing, qualification and registration, as
the case may be.

     25.  Formula Grants and Certain Restrictions under 1992 Stock
Option Plan.  The Company's obligation to issue stock options pursuant to
the formula specified in Section 4(c) of the Company's Amended and
Restated  1992 Stock Option Plan, and any prohibition on making
discretionary grants of stock options to members of the Company's Stock
Option Committee contained in Section 4(d) of the Company's Amended
and Restated  1992 Stock Option Plan, are hereby terminated , as of the
date that this Plan becomes effective.

                                                   EXHIBIT 5.1

                                                 June 10, 1999

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

    Gentlemen:

         I am the Vice President and General Counsel of Research
    Frontiers Incorporated (the "Company"), a Delaware corporation,
    and render this opinion in connection with the registration pursuant
    to a registration statement on Form S-8 (the "Registration
    Statement") by the Company under the Securities Act of 1933, as
    amended (the "Act"), of 1,085,000 shares of the Company's
    common stock, $.0001 par value (the "Common Stock"), to be
    offered for sale by the Company upon the exercise of certain stock
    options ("Options") from time to time granted under the
    Company's 1998 Stock Option Plan.

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

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

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

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

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

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

                   Very truly yours,

                   /s/  Joseph M. Harary

                   Joseph M. Harary, Esq.
                   Vice President and General Counsel

                                                  EXHIBIT 23.1

                   INDEPENDENT AUDITORS' CONSENT

    The Board of Directors
    Research Frontiers Incorporated

         We consent to the use of our report dated February 19, 1999,
    except as to note 11, which is as of March 25, 1999, incorporated
    herein by reference.

                      /s/ KPMG LLP
                          KPMG LLP

    Melville, New York
    June 10, 1999