Exhibit 4.1
         COMMON STOCK                                              COMMON STOCK

THIS CERTIFICATE IS TRANSFERABLE IN
      CHICAGO AND NEW YORK
                                                                    Shares
Certificate
  Number                                                        **600620******
 ZQ 000271                                                      ***600620*****
             NATIONAL PATENT DEVELOPMENT CORPORATION            ****600620****
       INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE     *****600620***
                                                                ******600620**
THIS CERTIFIES THAT      MR. SAMPLE & MRS. SAMPLE &
                         MR. SAMPLE & MRS.SAMPLE
                                                           CUSIP 637132 10 1
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

is the owner of         * * * SIX HUNDRED THOUSAND
                      SIX HUNDRED AND TWENTY * * *

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF COMMON
STOCK OF

National Patent Development Corporation transferable on the books of the
Corporation in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to all of the provisions of the
Restated Certificate of Incorporation and amendments thereto (copies of which
are on file at the office of the Corporation), to all of which the holder of
this Certificate assents by acceptance hereof. This Certificate is not valid
unless countersigned by the Transfer Agent and Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

FACSIMILE SIGNATURE TO COME         [CORPORATE SEAL]     DATED
Chairman of the Board & Chief Executive Officer
                                           COUNTERSIGNED AND REGISTERED:
                                           COMPUTERSHARE INVESTOR SERVICES, LLC.
                                           (CHICAGO)
                                           TRANSFER AGENT AND REGISTRAR

FACSIMILE SIGNATURE TO COME
Secretary

                                  By___________________________________________
                                             AUTHORIZED SIGNATURE