As filed with the Securities and Exchange Commission on July 23,1996Reg. No. 33-

                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       
        (Address of Principal Executive Offices)      (Zip Code)


                    1992 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           Proposed           Amount of
 securities       Amount to     maximum offering   maximum aggregate  Registra-
 to be registered be registered price per share(1) offering price (1) tion fee
Common Stock                                         
$.0001 par value   450,000      $ 8.93             $ 4,019,682.00     $1,386.10
================================================================================
(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 which have 
not previously been registered, and (2) the high and low trading prices of the
Company's Common Stock as reported on the National Association of Securities
Dealers Automated Quotation System on July 22, 1996 for options which are
available for issuance pursuant to the Plan registered hereunder which have not
previously been registered.

                        Page 1 of 3 Pages<PAGE>

                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

     At the Company's Annual Meeting of Stockholders held on June 13, 1996, the
stockholders of the Company approved an amendment to the Company's 1992 Stock
Option Plan which increased the number of shares of Common Stock issuable
thereunder by 450,000 shares. The contents of the Registration Statements on 
Form S-8 (Reg. No. 33-53030) which was filed by Research Frontiers Incorporated
with the Securities and Exchange Commission on October 6, 1992, and on November 
30, 1994 are incorporated herein by reference.

 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.  Mr. 
Harary owns 9,437 shares of the Company's Common Stock and holds options issued
pursuant to the Company's 1992 Stock Option Plan to purchase 113,387 shares of 
the Company's Common Stock.

 Item 8.Exhibits.

4    Amendment to 1992 Stock Option Plan.

5    Opinion of counsel re: legality

23.1 Independent Auditors' Consent

23.2  Consent of counsel (included in Exhibit 5.1 above)<PAGE>

                            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 22 day of 
July, 1996.


                                         RESEARCH FRONTIERS INCORPORATED
                                         (Registrant)

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

     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 date indicated.


       Signature           Title                             Date


 /s/ Robert L. Saxe       Chairman of the Board, President July 22, 1996
     Robert L. Saxe
     Treasurer and Director (Principal
     Executive, Financial and Accounting Officer)


/s/ Robert M. Budin       Director                         July 22, 1996
    Robert M. Budin


/s/ Bernard D. Gold       Director                         July 22, 1996
    Bernard D. Gold


/s/ Joseph M. Harary      Director                         July 22, 1996
    Joseph M. Harary


/s/ Robert I. Thompson    Director                         July 22, 1996
    Robert I. Thompson<PAGE>

                                                        Exhibit 4

                           AMENDMENT
                                
                               TO
                                
                RESEARCH FRONTIERS INCORPORATED
                                
                     1992 STOCK OPTION PLAN

     WHEREAS, Research Frontiers Incorporated, a Delaware corporation (the
"Company") desires to amend the Company's Amended and Restated 1992 Stock
Option Plan (the "Plan") to increase the number of shares of the Company's 
common stock which may be subject to options granted under the Plan.

     NOW, THEREFORE, effective immediately the Plan is hereby amended as
follows:

     1.  The first sentence of Paragraph 3 of the Plan is amended to provide as
follows:

          The total number of Common Shares which shall be subject to ISOs and
          Non-ISOs granted under the Plan (collectively, "Options") shall be
          1,218,750 in the aggregate (which amount reflects adjustments already
          made as a result of a 50% stock dividend declared by the Company's
          Board of Directors and paid on July 15, 1993, and a 25% stock dividend
          declared by the Company's Board of Directors on January 3, 1994 which
          is payable on February 15, 1994), subject to further adjustment as
          provided in Paragraph 8.

     2.  This Amendment to the Plan has been adopted by Board of Directors of 
the Company on March 13, 1996 and  become effective upon 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 the Annual Meeting
of Stockholders of the Corporation held on June 13, 1996.

          IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed effective as of the 13th day of June, 1996.
                

                                            RESEARCH FRONTIERS INCORPORATED


                                            By: /s/ Robert L. Saxe
                                            Robert L. Saxe, President

ATTEST:   /s/ Joseph M. Harary
          Joseph M. Harary,
          Assistant Secretary<PAGE>

                                                     Exhibit 5
        
        
        
        
        
        
        
        
        
        
        
        
        
                                                     July 22, 1996
        
        
        
        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 450,000 
        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 1992 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<PAGE>

                                                  Exhibit 23.1
        
        
                       INDEPENDENT AUDITORS' CONSENT
        
        
        
        
        The Board of Directors
        Research Frontiers Incorporated
        
             We consent to the use of our report dated February 16, 1996
        incorporated herein by reference.
        
        
        
             /s/ KPMG PEAT MARWICK LLP
             KPMG PEAT MARWICK LLP
        
        
        Jericho, New York
        July 19, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11487}]
{"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": "333-08623", "film-number": "96597731"}, "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 July 23,1996Reg. No. 33-

                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       
        (Address of Principal Executive Offices)      (Zip Code)

                    1992 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           Proposed           Amount of
 securities       Amount to     maximum offering   maximum aggregate  Registra-
 to be registered be registered price per share(1) offering price (1) tion fee
Common Stock                                         
$.0001 par value   450,000      $ 8.93             $ 4,019,682.00     $1,386.10
================================================================================
(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 which have 
not previously been registered, and (2) the high and low trading prices of the
Company's Common Stock as reported on the National Association of Securities
Dealers Automated Quotation System on July 22, 1996 for options which are
available for issuance pursuant to the Plan registered hereunder which have not
previously been registered.

                        Page 1 of 3 Pages
PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

     At the Company's Annual Meeting of Stockholders held on June 13, 1996, the
stockholders of the Company approved an amendment to the Company's 1992 Stock
Option Plan which increased the number of shares of Common Stock issuable
thereunder by 450,000 shares. The contents of the Registration Statements on 
Form S-8 (Reg. No. 33-53030) which was filed by Research Frontiers Incorporated
with the Securities and Exchange Commission on October 6, 1992, and on November 
30, 1994 are incorporated herein by reference.

 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.  Mr. 
Harary owns 9,437 shares of the Company's Common Stock and holds options issued
pursuant to the Company's 1992 Stock Option Plan to purchase 113,387 shares of 
the Company's Common Stock.

 Item 8.Exhibits.

4    Amendment to 1992 Stock Option Plan.

5    Opinion of counsel re: legality

23.1 Independent Auditors' Consent

23.2  Consent of counsel (included in Exhibit 5.1 above)
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 22 day of 
July, 1996.

                                         RESEARCH FRONTIERS INCORPORATED
                                         (Registrant)

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

     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 date indicated.

       Signature           Title                             Date

 /s/ Robert L. Saxe       Chairman of the Board, President July 22, 1996
     Robert L. Saxe
     Treasurer and Director (Principal
     Executive, Financial and Accounting Officer)

/s/ Robert M. Budin       Director                         July 22, 1996
    Robert M. Budin

/s/ Bernard D. Gold       Director                         July 22, 1996
    Bernard D. Gold

/s/ Joseph M. Harary      Director                         July 22, 1996
    Joseph M. Harary

/s/ Robert I. Thompson    Director                         July 22, 1996
    Robert I. Thompson
Exhibit 4

                           AMENDMENT
                                
                               TO
                                
                RESEARCH FRONTIERS INCORPORATED
                                
                     1992 STOCK OPTION PLAN

     WHEREAS, Research Frontiers Incorporated, a Delaware corporation (the
"Company") desires to amend the Company's Amended and Restated 1992 Stock
Option Plan (the "Plan") to increase the number of shares of the Company's 
common stock which may be subject to options granted under the Plan.

     NOW, THEREFORE, effective immediately the Plan is hereby amended as
follows:

     1.  The first sentence of Paragraph 3 of the Plan is amended to provide as
follows:

          The total number of Common Shares which shall be subject to ISOs and
          Non-ISOs granted under the Plan (collectively, "Options") shall be
          1,218,750 in the aggregate (which amount reflects adjustments already
          made as a result of a 50% stock dividend declared by the Company's
          Board of Directors and paid on July 15, 1993, and a 25% stock dividend
          declared by the Company's Board of Directors on January 3, 1994 which
          is payable on February 15, 1994), subject to further adjustment as
          provided in Paragraph 8.

     2.  This Amendment to the Plan has been adopted by Board of Directors of 
the Company on March 13, 1996 and  become effective upon 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 the Annual Meeting
of Stockholders of the Corporation held on June 13, 1996.

          IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed effective as of the 13th day of June, 1996.
                

                                            RESEARCH FRONTIERS INCORPORATED

                                            By: /s/ Robert L. Saxe
                                            Robert L. Saxe, President

ATTEST:   /s/ Joseph M. Harary
          Joseph M. Harary,
          Assistant Secretary
Exhibit 5
        
        
        
        
        
        
        
        
        
        
        
        
        
                                                     July 22, 1996
        
        
        
        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 450,000 
        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 1992 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 16, 1996
        incorporated herein by reference.
        
        
        
             /s/ KPMG PEAT MARWICK LLP
             KPMG PEAT MARWICK LLP
        
        
        Jericho, New York
        July 19, 1996