As filed with the Securities and Exchange Commission on January 19, 2012
Reg. No. 333-80575

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.)

2008 Equity Incentive Plan
(Full title of the Plan)

Joseph M. Harary, President and CEO
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:

Seth Van Voorhees
Vice President and CFO
Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[     ]		Accelerated filer [ X ]
Non-accelerated filer	[     ]		Smaller reporting company [     ]

CALCULATION OF REGISTRATION FEE

Title of				Proposed		Proposed		Amount of
securities		Amount to		maximum offering		maximum aggregate		Registration
to be registered		be registered		price per share(1)		offering price (1)		fee
Common Stock
$.0001 par value		750,000		$3.58		$2,685,000.00		$307.70

(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 Nasdaq Stock Market on January 18, 2012 for options which are available for issuance pursuant to the Plan registered hereunder which have not previously been registered.

Page 1 of 3 Pages

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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

     At the Company's Annual Meeting of Stockholders held on June 9, 2011, the stockholders of the Company approved an amendment to the Company's 2008 Equity Incentive Plan which increased the number of shares of Common Stock issuable thereunder by 750,000 shares. The contents of the Registration Statement on Form S-8 (Reg. No. 333-159094) which was filed by Research Frontiers Incorporated with the Securities and Exchange Commission on May 8, 2009 is incorporated herein by reference to register the herein described options.

Item 5. Interests of Named Experts and Counsel.

     The legality of the securities offered hereby has been passed upon by the law firm of Duane Morris LLP. Victor F. Keen, a Director of the Company and Of Counsel to Duane Morris LLP owns 293,639 shares of the Company's Common Stock directly, 48,160 shares of Common Stock in his IRA, and holds options and warrants to purchase 67,500 shares of the Company's Common Stock.

Item 8. Exhibits.

4		Amendment to 2008 Equity Incentive Plan.
5		Opinion of counsel re: legality
23.1		Independent Registered Public Accounting Firms' Consent
23.2		Consent of counsel (included in Exhibit 5 above)

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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 19 day of January, 2012.

     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		January 19, 2012
	Robert L. Saxe		and Director
/s/	Joseph M. Harary		Director, President and CEO		January 19, 2012
	Joseph M. Harary
(Principal Executive Officer)
/s/	John H. Derby		Director		January 19, 2012
	John H. Derby
/s/	Gregory G. Grimes		Director		January 19, 2012
	Gregory G. Grimes
/s/	M. Philip Guthrie		Director		January 19, 2012
	M. Philip Guthrie
/s/	Richard Hermon-Taylor		Director		January 19, 2012
	Richard Hermon-Taylor
/s/	Victor F. Keen		Director		January 19, 2012
	Victor F. Keen
/s/	Seth Van Voorhees		Vice President-Business		January 19, 2012
	Seth Van Voorhees		Development and CFO
(Principal Financial and Accounting Officer)

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