**Exhibit
            31.2**
 
 **CERTIFICATIONS**
 
 I,
            Scott
            N. Greenberg, certify that:
 
 1.  I
              have
              reviewed this quarterly report on Form 10-Q/A of National Patent Development
              Corporation;
 
 2.  Based
            on
            my knowledge, this report does not contain any untrue statement of a
            material
            fact or omit to state a material fact necessary to make the statements
            made, in
            light of the circumstances under which such statements were made, not
            misleading
            with respect to the period covered by this report;
 
 3.  Based
            on
            my knowledge, the financial statements, and other financial information
            included
            in this report, fairly present in all material respects the financial
            condition,
            results of operations and cash flows of the registrant as of, and for,
            the
            periods presented in this report;
 
 4.  The
            registrant’s other certifying officer(s) and I are responsible for establishing
            and maintaining disclosure controls and procedures (as defined in Exchange
            Act
            Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
 (a)  Designed
            such disclosure controls and procedures, or caused such disclosure controls
            and
            procedures to be designed under our supervision, to ensure that material
            information relating to the registrant, including its consolidated subsidiaries,
            is made known to us by others within those entities, particularly during
            the
            period in which this report is being prepared;
 
 (b)  Evaluated
            the effectiveness of the registrant’s disclosure controls and procedures and
            presented in this report our conclusions about the effectiveness of the
            disclosure controls and procedures, as of the end of the period covered
            by this
            report based on such evaluation; and
 
 (c)  Disclosed
            in this report any change in the registrant’s internal control over financial
            reporting that occurred during the registrant’s most recent fiscal quarter (the
            registrant’s fourth fiscal quarter in the case of an annual report) that has
            materially affected, or is reasonably likely to materially affect, the
            registrant’s internal control over financial reporting; and **
 
 5.  The
            registrant’s other certifying officer(s) and I have disclosed, based on our most
            recent evaluation of internal control over financial reporting, to the
            registrant’s auditors and the audit committee of the registrant’s board of
            directors (or persons performing the equivalent functions):
 
 (a)  All
            significant deficiencies and material weaknesses in the design or operation
            of
            internal control over financial reporting which are reasonably likely
            to
            adversely affect the registrant’s ability to record, process, summarize and
            report financial information; and
 
 (b)  Any
            fraud, whether or not material, that involves management or other employees
            who
            have a significant role in the registrant’s internal control over financial
            reporting.
 
 
 Date:
              May
              31, 2007
 
 /s/
            SCOTT N. GREENBERG
 Name:
            Scott N. Greenberg
 Title:
            Chief Financial Officer