CONFIRMING STATEMENT







     This Statement confirms that the undersigned, Roald



Hoffmann, has authorized and designated each of Andrea D. Kantor



and Lydia M. DeSantis to execute and file on the undersigned's



behalf all Forms 3, 4 and 5 (including any amendment thereto)



that the undersigned may be required to file with the U.S.



Securities and Exchange Commission as a result of the



undersigned's ownership of or transactions in securities of



National Patent Development Corporation.  The authority of each



of Andrea D. Kantor and Lydia M. DeSantis under this Statement



shall continue until the undersigned is no longer required to



file Forms 3, 4, and 5 with regard to the undersigned's ownership



of or transactions in securities of National Patent Development



Corporation unless earlier revoked in writing.  The undersigned



acknowledges that each of Andrea D. Kantor and Lydia M. DeSantis



is not assuming any of the undersigned's responsibilities to



comply with Section 16 of the Securities Act of 1934.











                              ___________________________________

                              Roald Hoffmann





Dated:  November 9, 2004