UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC 20549
                              
                      ________________
                              
                              
                          FORM 8-K
                       CURRENT REPORT
                              
                              
         REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
             THE SECURITIES EXCHANGE ACT OF 1934
                              
                              
DATE OF REPORT (Date of earliest event reported) January 24, 1997


           NATIONAL PATENT DEVELOPMENT CORPORATION
     (Exact Name of Registrant as Specified in Charter)
                              


Delaware                           1-7234              13-1926739
________________________________________________________________________
(State or Other                 (Commission         (IRS Employers
Jurisdiction of                  File Number)       Identification No.)
Incorporation)



9 West 57 Street, New York, New York                         10019
________________________________________________________________________
(Address of Principal Executive Offices)                  (Zip Code)



Registrant's telephone number, including area code       (212) 826-8500




________________________________________________________________________
    (Former Name or Former Address, if Changed Since Last Report)



Item 2.   Acquisition or Disposition of Assets

     On January 24, 1997, National Patent Development
Corporation ("NPDC") announced that the merger of a wholly-
owned subsidiary of NPDC and General Physics Corporation
("General Physics") was finalized, pursuant to which General
Physics became a wholly-owned subsidiary of NPDC.  Under the
terms of the Merger Agreement, holders of General Physics
Common Stock will be receiving .60 shares of NPDC Common
Stock for each share of General Physics Common Stock.
Stockholders of NPDC and General Physics voted to approve
the merger at special stockholders meetings held on January
23, 1997 in Columbia, Maryland.


Item 7.   Financial Statements and Exhibits

     (a)  Financial Statements of Businesses Acquired
(incorporated by reference to the Registrant's Joint Proxy
Statement/Prospectus filed on Form S-4 on December 19,
1996).

     (b)  Pro Forma Financial Information (incorporated by
reference to the Registrant's Joint Proxy
Statement/Prospectus filed on Form S-4 on December 19, 1996).


                         SIGNATURES
                              
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.

                         NATIONAL PATENT DEVELOPMENT CORPORATION


                         By:  Scott N. Greenberg
                              Vice President and 
                              Chief Financial Officer
                              
Date:     January 28, 1997