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

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

         For Period Ended: March 31, 2006

         [ ] 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-Q for the quarter ended March
31, 2006 without unreasonable effort or expense because it has encountered
unexpected difficulties in compiling certain information to be included in its
Form 10-Q 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:

The Company's preliminary financial results for the three months ended March 31,
2006, are as follows:

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The Company had net income before income tax expense and minority interests of
$189,000 compared to a loss before income tax expense and minority interests of
$770,000 for the three months ended March 31, 2005. The change in pre-tax income
of $959,000 is primarily a result of increased gross margin at both Five Star
and MXL totaling $827,000, as well as reduced corporate and other general and
administrative expenses of $268,000, partially offset by reduced investment and
other income of $129,000.


                     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:    May 15, 2006

                             Andrea D. Kantor
                             Vice President and General Counsel

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