MORGAN, LEWIS & BOCKIUS
PHILADELPHIA COUNSELORS AT LAW WASHINGTON
NEW YORK 101 PARK AVENUE LOS ANGELES
MIAMI NEW YORK, NEW YORK 10178 HARRISBURG
PRINCETON TELEPHONE: (212) 309-6000 LONDON
BRUSSELS FAX: (212) 309-6273 FRANKFURT
TOKYO
June 22, 1995
VIA EDGAR TRANSMISSION
Attention: File Support, EDGAR
Securities and Exchange Commission
Operations Center, Stop 0-7
6432 General Greenway
Alexandria, VA 22312
Re: National Patent Development Corporation Amendment No. 1
to Schedule 13E-4, File No. 005-38329
_______________________________________________________
Ladies and Gentlemen:
On behalf of National Patent Development Corporation (the
"Company"), we have transmitted via EDGAR, pursuant to Rule 13e-4 under
the Securities Act of 1934, as amended (the "Act"), the Company's
Amendment No. 1 to Schedule 13E-4, with exhibits, in connection with the
Company's extension of the Expiration Date of its offer to exchange (the
"Offer") (i) 8% Bonds denominated in Swiss Francs and issued by the
Company due June 28, 2000 (the "New Bonds"), in a principal amount of
SFr. 650, and (ii) SFr. 600 in cash for each SFr. 1,000 in principal
amount of 6% Convertible Bonds Due March 7, 1995 (Swiss Security No.
887283), 5 3/4% Convertible Bonds Due May 9, 1995 (Swiss Security No.
887284), 5 5/8% Convertible Bonds Due March 18, 1996 (Swiss Security No.
887286) and 8% Bonds due March 1, 1995 (Swiss Security No. 887282), and
(a) New Bonds in a principal amount equivalent to US $650 and (b) Swiss
Francs cash with a value equivalent to US $600 for each US $1,000 in
principal amount of 7% Dual Currency Convertible Bonds Due March 18,
1996 (Swiss Security No. 887287).
Should you have any comments or questions as to the Offer,
please call either David Pollak at (212) 309-6058 or me at (212) 309-
6372.
Sincerely,
Renee E. Becnel
Enclosure
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 1
TO
SCHEDULE 13E-4
______________________
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
NATIONAL PATENT DEVELOPMENT CORPORATION
_______________________________________
(Name of Issuer)
NATIONAL PATENT DEVELOPMENT CORPORATION
_______________________________________
(Name of Person(s) Filing Statement)
6% Convertible Bonds Due March 7, 1995,
5 3/4% Convertible Bonds Due May 9, 1995,
5 5/8% Convertible Bonds Due March 18, 1996,
8% Bonds Due March 1, 1995, or
(collectively, the "Old Swiss Franc Bonds")
7% Dual Currency Convertible Bonds Due March 18, 1996
(the "Old U.S. Dollar Bonds," and collectively with
the Old Swiss Franc Bonds, the "Bonds")
_______________________________________
(Title of Class of Securities)
6% Convertible Bonds Due March 7, 1995,
(Swiss Security No. 887283)
5 3/4% Convertible Bonds Due May 9, 1995,
(Swiss Security No. 887284)
5 5/8% Convertible Bonds Due March 18, 1996,
(Swiss Security No. 887286)
8% Bonds Due March 1, 1995, or
(Swiss Security No. 887282)
7% Dual Currency Convertible Bonds Due March 18, 1996
(Swiss Security No. 887287)
_____________________________________________
(Cusip Number & Class of Securities)
Lawrence M. Gordon
National Patent Development Corporation
9 West 57th Street
New York, New York 10019
(212) 230-9500
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
May 16, 1995
________________________________________
(Date Tender Offer First Published,
Sent or Given to Security Holders)<PAGE>
<PAGE>3
This Schedule 13E-4 relates to an offer by National Patent
Development Corporation (the "Company") to exchange (i) 8% Bonds
denominated in Swiss Francs ("SFr.") and issued by the Company due June
28, 2000 (the "New Bonds") in a principal amount of SFr. 650, and (ii)
SFr. 600 in cash for each SFr. 1,000 in principal amount and accrued
interest thereon of the Old Swiss Franc Bonds validly tendered and not
withdrawn prior to the Expiration Date and to exchange (a) New Bonds in
a principal amount equivalent to United States Dollars ("US $") 650 and
(b) Swiss Francs cash with a value of US $600 for each US $1,000 in
principal amount and accrued interest thereon of the Old U.S. Dollar
Bonds validly tendered and not withdrawn prior to the Expiration Date.
The Company is concurrently making separate offers to (i) U.S.
holders to purchase any and all Bonds held by such holders (the "United
States Offer") and (ii) holders of Bonds held by persons that are not in
the United States and are not U.S. persons (the "Foreign Offer"). As
used herein, the term "Offer" shall refer collectively to the United
States Offer and the Foreign Offer.
The Company has extended the Expiration Date of the Offer from
June 14, 1995 to June 28, 1995.
Item Response or Cross-Reference to
the Offering Circular
____ ________________________________
Item 1 Security and Issuer.
______
(b) The United States Offer will expire at 5:00 P.M., New York
City time, on Wednesday, June 28, 1995 and the Foreign Offer
will expire at 12:00 Noon, Swiss time, on Wednesday, June 28,
1995. The Payment Date for the Offer shall be Wednesday, July
12, 1995.
Item 9 Material to be filed as Exhibits.
______
(a) **(1) U.S. Offering Circular dated May 16, 1995.
**(2) Foreign Offering Circular dated May 16, 1995.
**(3) Form of U.S. Letter of Instructions.
**(4) Form of Acceptance.
**(5) Advertisement dated May 16, 1995 published in
The New York Times.
__________________
*(6) Notice, announcing the extension of the Offer,
published in The Wall Street Journal on June 19, 1995.
_______________________
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<PAGE>4
(b) None.
(c) ***(1) Draft of Indenture to be entered into between the
Company and Bank of Montreal Trust Company, as
Trustee, incorporated by reference to Exhibit T3C to
the Form T-3 filed by the company on May 11, 1995.
(d) None.
(e) None.
(f) None.
__________________________________________
* Filed herewith.
** Previously filed on May 16, 1995.
*** Incorporated by reference to the filing indicated.
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<PAGE>5
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
June 22, 1995
________________________________________
(Date)
NATIONAL PATENT DEVELOPMENT CORPORATION
By Lawrence M. Gordon
_____________________________________
Name: Lawrence M. Gordon
Title: Vice President
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<PAGE>6
EXHIBIT INDEX
Page Number in
sequentially
Numbered Volume
_______________
Exhibit (a)
**(1) U.S. Offering Circular dated May 16,
1995.
**(2) Foreign Offering Circular dated May
16, 1995.
**(3) Form of U.S. Letter of Instructions.
**(4) Form of Acceptance.
**(5) Advertisement dated May 16, 1995
published in The New York Times.
*(6) Notice, announcing the extension of
the Offer, published in The Wall
Street Journal on June 19, 1995.
(b)
***(1) Draft of Indenture to be entered into
between the Company and Bank of
Montreal Trust Company, as Trustee,
incorporated by reference to Exhibit
T3C to the Form T-3 filed by the
Company on May 11, 1995.
__________________________________________
* Filed herewith.
** Previously filed on May 16, 1995.
*** Incorporated by reference to the filing indicated.
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<PAGE>7
EXHIBIT (a)(6)
This announcement is neither an offer to sell nor a solicitation
_________________________________________________________________
of an offer to buy any securities. The Offer is made solely by the
______________________________________________________________________
Offering Circular and the related Letter of Instructions and is not
______________________________________________________________________
being made to, and tenders will not be accepted from, holders in any
______________________________________________________________________
jurisdiction in which the making or acceptance thereof would not be in
______________________________________________________________________
compliance with the securities or blue sky laws of such jurisdiction.
_____________________________________________________________________
NATIONAL PATENT DEVELOPMENT CORPORATION
Notice of Amended Offer to Exchange
___________________________________
National Patent Development Corporation (the "Company") is
offering (the "Offer") to exchange certain consideration for its 6%
Convertible Bonds due March 7, 1995 (Swiss Security No. 887283), 5-
3/4% Convertible Bonds due May 9, 1995 (Swiss Security No. 887284), 5-
5/8% Convertible Bonds due March 18, 1996 (Swiss Security No. 887286),
and 8% Bonds due March 1, 1995 (Swiss Security No. 887282)
(collectively, the "Old Swiss Franc Bonds") and 7% Dual Currency
Convertible Bonds due March 18, 1996 (Swiss Security No. 887287) (the
"Old U.S. Dollar Bonds" and, collectively with the Old Swiss Franc
Bonds, the "Old Bonds"), upon the terms and conditions set forth in
the Offering Circular, dated May 16, 1995 (the "Offering Circular"),
and the accompanying Letter of Instructions.
The consideration offered by the Company for each SFr. 1,000
principal amount of Old Swiss Franc Bonds validly tendered and not
withdrawn prior to the Expiration Date (as defined below) is (i) 8%
Bonds denominated in Swiss Francs ("SFr.") and issued by the Company
due June 28, 2000 (the "New Bonds") in a principal amount of SFr. 650
and (ii) SFr. 600 in cash. Fractional portions of New Bonds resulting
from such exchange will be rounded up to the nearest integral multiple
of SFr. 10 of New Bonds.
The consideration offered by the Company for each $1,000
principal amount of Old U.S. Dollar Bonds validly tendered and not
withdrawn prior to the Expiration Date is (i) New Bonds in a principal
amount equivalent to United States Dollars ("US $") 650 and (ii) Swiss
Francs cash with a value equivalent to US $600. Fractional portions
of New Bonds resulting from such exchange will be rounded up to the
nearest integral multiple of SFr. 10 of New Bonds.
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<PAGE>8
The Offer is hereby amended to expire at 5:00 P.M., New York City
time, on Wednesday, June 28, 1995 (the "Expiration Date"), and the
Payment Date shall be Thursday, July 12, 1995. The maturity date of
the New Bonds remains June 28, 2000, but the interest payment dates on
the New Bonds shall be July 12 of each year, commencing July 12, 1996.
The Company is making a concurrent separate offer on the same
terms and for the same consideration as the Offer to foreign holders
of the Old Bonds.
This notice is being published solely in order to comply with the
requirements of Rule 13e-4. Pursuant to such Rule, a Schedule 13E-4
has been filed with the Securities and Exchange Commission, which
information (including all amendments thereto) is incorporated by
reference herein.
All questions regarding the Offer and requests for assistance or
copies of the Offering Circular and Letter of Instructions may be
directed to General Counsel, National Patent Development Corporation,
9 West 57th Street, New York, N.Y. 10019, telephone: (212) 230-9500.
June 19, 1995
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