UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005

Estimated average burden

hours per response... 0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public

Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

WALLIN JEFFREY E 2. Issuer Name and Ticker or Trading Symbol

PATRIOT SCIENTIFIC CORP [ PTSC ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner

__ X __ Officer (give title below) _____ Other (specify below)

President & CEO

(Last) (First) (Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2004

(Street)

(City) (State) (Zip) 4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code

(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)

(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security

(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code

(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security

(Instr. 3 and 4) 8. Price of Derivative Security

(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

2003 Stock Option Plan $0.0345 12/31/2004 D 173000 (1) 12/31/2004 Common $.00001 par value 173000 $0.0345 0 I Sole owner of SDMC Inc.

2003 Stock Option Plan $0.11 3/18/2004 3/18/2009 Common $.00001 par value 500000 500000 I Sole owner

1996 Stock Option Plan $0.09 3/7/2002 3/7/2007 Common $.00001 par value 700000 700000 I Sole owner

2001 Stock Option Plan $0.09 3/7/2002 3/7/2007 Common $.00001 par value 300000 300000 I Sole owner

1996 Stock Option Plan $1.18 9/15/2000 9/15/2005 Common $.00001 par value 20000 20000 I Sole owner

2001 Stock Option Plan $0.0425 4/15/2003 4/15/2008 Common $.00001 par value 250000 250000 I Sole owner

Explanation of Responses:

( 1) Option cancelled due to company not meeting revenue objectives

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

WALLIN JEFFREY E

President & CEO

Signatures

Lowell W. Giffhorn by Power of Atty 1/20/2005

** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.