EXHIBIT 3.(I)

                               CERTIFICATE OF AMENDMENT

                                          OF

                        RESTATED CERTIFICATE OF INCORPORATION

                                          OF

                       NATIONAL PATENT DEVELOPMENT CORPORATION



               National Patent Development Corporation, a corporation

          organized and existing under and by virtue of the General

          Corporation Law of the State of Delaware, DOES HEREBY CERTIFY;

               FIRST:  That the Executive Committee of the Board of

          Directors of National Patent Development Corporation, by

          unanimous written consent of its members, filed with the minutes

          of the board, duly adopted a resolution setting forth a proposed

          amendment to the Restated Certificate of Incorporation of said

          Corporation, declaring said amendment to be advisable, and

          calling a meeting for the amendment to be voted on at the

          forthcoming Annual Meeting of Stockholders of said Corporation

          for consideration thereof.  The resolution setting forth the

          proposed amendment is as follows:

               RESOLVED, that the Restated Certificate of Incorporation of
          the Corporation be amended by changing the first paragraph of the
          fourth Article thereof so that, as amended the first paragraph of
          said Article shall be and read as follows:

               "FOURTH:  The total number of shares of all classes of stock
          which the Corporation shall have authority to issue is fifty two
          million eight hundred thousand (52,800,000) shares of which forty
          million (40,000,000) are to be Common Stock of the par value of
          One Cent ($.01) per share (hereinafter called the "Common
          Stock"); of which two million eight hundred thousand (2,800,000)
          share are to be Class B Capital Stock with a par value of One
          Cent ($.01) per share (hereinafter called the "Class B Capital
          Stock"); and of which ten million (10,000,000) shares are to be
          Preferred Stock with a par value of One Cent $.01 per share
          (hereinafter called the "Preferred Stock"), to be issued in such
          series and with such terms and conditions as the Board of
          Directors may determine."

               SECOND:  That thereafter, pursuant to resolution of its

          Executive Committee of the Board of Directors, an Annual Meeting

          of the Stockholders of said Corporation was duly called and held

          on June 8, 1994, upon notice in accordance with Section 222 of

          the General Corporation Law of the State of Delaware at which

          meeting the necessary number of shares as required by statute

          were voted in favor of the amendment.

               THIRD:  that said amendment was duly adopted in accordance

          with the provision of Section 242 of the General Corporation Law

          of the State of Delaware.

               IN WITNESS WHEREOF, said National Patent Development

          Corporation has caused this certificate to be signed by Lawrence

          M. Gordon, its Vice President and General Counsel and attested by

          Lydia M. DeSantis, its Secretary, this 9th day of June, 1994.



                                             BY: Lawrence M. Gordon
                                                 Vice President
                                                 and General Counsel



          ATTEST:



          BY: Lydia M. DeSantis
              Secretary 






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