UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b - 25

                           NOTIFICATION OF LATE FILING

                                                             SEC FILE NUMBER
                                                               333-118568

                                                              CUSIP NUMBER
                                                              637132 10 1

[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form
N-SAR [ ] Form N-CSR

         For Period Ended: December 31, 2005

         [ ] Transition Report on Form 10-K
         [ ] Transition Report on Form 20-F
         [ ] Transition Report on Form 11-K
         [ ] Transition Report on Form 10-Q
         [ ] Transition Report on Form N-SAR
         For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

Part I     -      REGISTRANT INFORMATION

Full Name of Registrant:       NATIONAL PATENT DEVELOPMENT CORPORATION

Former Name if Applicable:

Address of Principal Executive Office (Street and Number):777 Westchester Avenue

City, State and Zip Code:    White Plains, NY 10604

Part II    -      RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12(b)-25(b) the following
should be completed. (Check box if appropriate)




(a)      The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[x]      (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion
         thereof, will be filed on or before the fifteenth calendar day
         following the prescribed due date; or the subject quarterly report or
         transition report on Form 10-Q or subject distribution report on Form
         10-D, or portion thereof, will be filed on or before the fifth calendar
         day following the prescribed due date; and

         (c) The accountant's statement or other exhibit required by Rule 12b-25
(c) has been attached if applicable.

Part III   -      NARRATIVE

State below in reasonable detail the reason why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.

The Registrant cannot file its report on Form 10-K for the year ended December
31, 2005 without unreasonable effort or expense because it has encountered
unexpected difficulties in compiling certain information to be included in its
Form 10-K and the information compiled to date is not complete to provide full
and accurate disclosure.

Part IV    -      OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification:

      Andrea D. Kantor           914                       249-9716
     --------------------    -------------        ------------------------
            Name               Area Code               Telephone Number

(2)   Have all other periodic reports required under section 13 or 15(d) of the
      Securities Exchange Act of 1934 or section 30 of the Investment Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant was required to file such report(s) been filed? If the
      answer is no, identify reports. [x] Yes [ ] No

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof? [x ] Yes[ ] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of these results cannot be made:

            Total sales for the year ended December 31, 2005 increased by $4
million, from $110 million for the year ended December 31, 2004 to $114 million,


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reflecting an increase in revenue from the Company's home improvement
distribution business, Five Star.

            Total costs and expenses during the same period increased by
approximately $4 million, primarily due to: (a) an increase in cost of goods
sold associated with the increases in revenue and reduced gross margins earned
by Five Star.. Selling, general and administrative expenses increased
approximately $1 million due to increased expenses at the corporate level,
including severance expenses. Investment losses decreased approximately $1.2
million. Furthermore, there was an $.8 million loss recognized on the write-down
of a facility of the Company's MXL Industries subsidiary in 2004. In addition,
the Company incurred increased interest expense of approximately $.5 million due
to increased borrowing at higher interest rates by Five Star.

            Loss before income taxes and minority interest for the years ended
December 31, 2005 and 2004 were each approximately $3
million.


                     NATIONAL PATENT DEVELOPMENT CORPORATION
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.




Date:    April 3, 2006                   BY: Andrea D. Kantor
                                             Vice President and General Counsel


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