SUBJECT TO COMPLETION; AS FILED WITH THE SECURITIES AND

EXCHANGE COMMISSION ON JUNE 26 , 2006

P R O S P E C T U S

PATRIOT SCIENTIFIC CORPORATION

THE OFFERING

The resale of up to 23,684,442 shares of common stock in the over-the-counter market at the prevailing market price or in negotiated transactions.

SELLING SHAREHOLDERS

Selling Shareholders

The following table sets forth certain information with respect to the Selling Shareholders as of February 28, 2006. Except as set forth below, none of the Selling Shareholders currently is an affiliate of ours, and none of them has had a material relationship with us during the past three years. None of the Selling Shareholders are or were affiliated with registered broker-dealers.

Amount and Percentage of Common Stock After the Sale

Name Beneficial Ownership of Common Stock as of February 28, 2006 Maximum Number of Shares of Common Stock Offered for Sale Number %

Caplan, Stan 2,904,096 (6) 1,147,751 1,756,345 ____%

Daniels, Richard 3,795,862 3,795,862 - ____%

Gabourel, Victor 4,757,604 (1) 2,566,602 2,191,002 ____%

Hawk Associates 2,422,496 (2) 1,222,496 1,200,000 ____%

Mt. Savage Productions 1,000,000 (3) 1,000,000 - 0%

Opperman, Wayne 1,526,725 1,526,725 - 0%

Nunes, Daniel 2,100,000 500,000 1,600,000 ____%

Zolin, James & Josephine 2,545,206 2,425,006 120,200 ____%

Technology Properties Ltd. 3,700,000 (4) 3,500,000 200,000 0%

AMD Corporation 4,500,000 (5) 4,500,000 - 0%