AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2003
                                                       REGISTRATION NO. 333-____


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                       ) Under The Securities Act of 1933

                         PATRIOT SCIENTIFIC CORPORATION
               (Exact name of Registrant as specified in charter)

          DELAWARE                                     84-1070278
 (State or other jurisdiction                        (IRS Employer
of incorporation or organization)                Identification Number)

            10989 VIA FRONTERA                   LOWELL W. GIFFHORN, SECRETARY
        SAN DIEGO, CALIFORNIA 92127                    10989 VIA FRONTERA
              (858) 674-5000                      SAN DIEGO, CALIFORNIA 92127
    (Address and telephone number of                   (858) 674-5000
 registrant's principal executive offices    (Name, address and telephone number
    and principal place of business)                   of agent for service)

                             2003 STOCK OPTION PLAN
                            (Full Title of the Plan)
                                WITH COPIES TO:
                             OTTO E. SORENSEN, ESQ.
             LUCE, FORWARD, HAMILTON & SCRIPPS LLP, ATTORNEYS AT LAW
              600 WEST BROADWAY, #2600, SAN DIEGO, CALIFORNIA 92101
                                 (619) 236-1414

         If any of the  Securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
Dividend or Interest Reinvestment Plans, check the following line: X

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
=====================================================================================================================
        Title of                   Amount             Proposed                Proposed               Amount of
       Each Class                                      Maximum                Maximum
     of Securities                 Being           Offering Price            Aggregate             Registration
    Being Registered             Registered           Per Share          Offering Price (2)           Fee (3)
========================= ==== =============== == ================== == ===================== === ================ ==
<S>                              <C>                    <C>                   <C>                       <C>
Common Stock (1)                 6,000,000              $0.043                $258,000                  $22.96

========================= ==== =============== == ================== == ===================== === ================ ==
</TABLE>

(1)      The  securities  registered  hereunder  are shares of the  registrant's
         common stock,  $.0001 par value,  subject to issuance upon the exercise
         of stock options granted under the registrant's 2003 Stock Option Plan,
         and includes additional shares of common stock that may become issuable
         pursuant to the anti-dilution  adjustment  provisions of the 2003 Stock
         Option Plan pursuant to Rules 416 and 457 under the  Securities  Act of
         1933.

(2)      Estimated for purpose of calculating the registration fee.

(3)      The fee with  respect to these shares has been  calculated  pursuant to
         Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon
         the  average of the bid and ask  prices  per share of the  Registrant's
         Common Stock on a date within five (5) days prior to the date of filing


                                       1
<PAGE>


         of  this  Registration  Statement,  as  quoted  on the  OTC  Electronic
         Bulletin Board.



                                       2
<PAGE>




                                  INTRODUCTION

         This Registration  Statement on Form S-8 is filed by Patriot Scientific
Corporation (the "Company") relating to 6,000,000 shares of the Company's common
stock, par value $.0001 per share (the "Common  Stock"),  issuable to employees,
directors and  consultants  of the Company under the 2003 Stock Option Plan (the
"Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

I.       ITEM PLAN INFORMATION.*

II.      ITEM REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*  Information  required  by Part I of Form S-8 to be  contained  in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the Securities Act of 1933 (the  "Securities  Act"), and the Note
to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated  by  reference  in  this
registration statement of Patriot Scientific Corporation, a Delaware corporation
("Company"), and in the related Section 10(a) prospectus:

         (a)      The  Company's  annual report on Form 10-K for the fiscal year
                  ended May 31, 2003;

         (b)      Item 11 (Description of Securities)  contained in registration
                  statement on Form 8-A of the Company, SEC file No. 0-22182.

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  which  indicates  that  all  securities
registered  hereunder have been sold and which  deregisters  all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

         For purposes of this Registration Statement, any statement contained in
a document  incorporated or deemed to be incorporated  herein by reference shall
be deemed to be modified or superseded to the extent that a statement  contained
herein or in any other  subsequently filed document that also is or is deemed to
be incorporated  herein by reference modifies or supersedes such statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                       3
<PAGE>

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Pursuant   to   Article   NINTH  of  the   Company's   Certificate   of
Incorporation, and as permitted by Section 145 of the General Corporation Law of
Delaware,  the Company may indemnify  its  directors and officers  under certain
circumstances  against reasonable expenses (including court costs and attorney's
fees), judgments,  penalties, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any action,  suit or proceeding,  whether
civil,  criminal,  administrative  or  investigative,  to which any of them is a
party by reason  of his being a  director,  officer,  employee,  or agent of the
Company if it is  determined  that he acted in  accordance  with the  applicable
standard  of  conduct  set  forth  in  such  statutory  provisions.   Thus,  the
indemnification  provisions  will protect  officers and directors from liability
only if the officer or director meets the applicable standard of conduct and the
Company  has  the  financial   ability  to  honor  the  indemnity.   Insofar  as
indemnification  for  liabilities  under  the  Securities  Act  of  1933  may be
permitted to directors,  officers or persons controlling the registrant pursuant
to the General Corporation Law of Delaware, the Certificate of Incorporation, or
otherwise,  the  registrant  has  been  advised  that,  in  the  opinion  of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in such Securities Act, and is, therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this  Registration  Statement are listed in the Exhibit
Index commencing at page EX-1 hereof.

ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes:

         1. (a) to file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement;

                  (i) to include any prospectus  required by Section 10(a)(3) of
the Securities Act;

                  (ii) to reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                  (iii) to include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however,  that  paragraphs  1(a)(i) and  1(a)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;

            (b) that, for the purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

            (c)  to   remove   from  registration by  means  of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.


                                       4
<PAGE>

         2. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public policy as expressed in the Securities Act and will be governed by a final
adjudication of such issue.




                                       5
<PAGE>




                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in San Diego, California, on the date below.

  DATED:  September 4, 2003
                                            PATRIOT SCIENTIFIC CORPORATION

                                            By /s/ LOWELL W. GIFFHORN
                                               -------------------------
                                                  LOWELL W. GIFFHORN, EXEC. V.P.
                                                    & CHIEF FINANCIAL OFFICER

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons,  in the
capacities and on the dates respectively indicated.

<TABLE>
<CAPTION>
               Signature                               Title                                  Date

<S>                                               <C>                                     <C>
               /s/DONALD R. BERNIER               Chairman of the Board and Director      9/4/03
               --------------------
               DONALD R. BERNIER


               /s/ LOWELL W. GIFFHORN             Director, Principal Financial Officer   9/4/03
               ----------------------             and Principal Accounting Officer
               LOWELL W. GIFFHORN


               /s/ DAVID H. POHL                  Director                                9/4/03
               -----------------
               DAVID H. POHL


               /s/ CARLTON JOHNSON                Director                                9/4/03
               -------------------
               CARLTON JOHNSON


               /s/ HELMUT FALK, JR.               Director                                9/4/03
               --------------------
               HELMUT FALK, JR.


               /s/ GLORIA FELCYN                  Director                                9/4/03
               -----------------
               GLORIA FELCYN


               /s/ JEFFREY E. WALLIN              President and Chief Executive           9/4/03
               ---------------------              Officer
               JEFFREY E. WALLIN
</TABLE>



                                       6
<PAGE>








                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933



                                    EXHIBITS


                         PATRIOT SCIENTIFIC CORPORATION
             (Exact name of registrant as specified in its charter)


                                  EXHIBIT INDEX
         The  following  exhibits  are  included  as part  of this  registration
statement.  References  to the  "Company"  in this  Exhibit  Index mean  PATRIOT
SCIENTIFIC CORPORATION, a Delaware corporation.

   4.27       2003 Stock Option Plan of the Company dated July 2, 2003

   5.4        Opinion of Luce, Forward, Hamilton & Scripps LLP, Attorneys at Law

  23.1        Consent of Nation Smith Hermes Diamond, LLP

  23.2        Consent of BDO Seidman, LLP

  23.3        Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
                Exhibit 5.4 hereto)

  99.8        Form of Incentive Stock Option Agreement to the Company's 2003
                Stock Option Plan

  99.9        Form of Non-Qualified Stock Option Agreement to the Company's 2003
                Stock Option Plan






                                      EX-1
[{"type": "S-8", "sequence": "1", "filename": "patriot_s8.txt", "secsgml_size_bytes": 16414}]
{"company-data": {"conformed-name": "PATRIOT SCIENTIFIC CORP", "cik": "0000836564", "assigned-sic": "3669", "irs-number": "841070278", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108489", "film-number": "03880372"}, "business-address": {"street1": "10989 VIA FRONTERA", "city": "SAN DIEGO", "state": "CA", "zip": "92127", "phone": "8586745000"}, "mail-address": {"street1": "10989 VIA FRONTERA", "city": "SAN DIEGO", "state": "CA", "zip": "92127"}, "former-company": {"former-conformed-name": "PATRIOT FINANCIAL CORP", "date-changed": "19920521"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2003
                                                       REGISTRATION NO. 333-____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                       ) Under The Securities Act of 1933

                         PATRIOT SCIENTIFIC CORPORATION
               (Exact name of Registrant as specified in charter)

          DELAWARE                                     84-1070278
 (State or other jurisdiction                        (IRS Employer
of incorporation or organization)                Identification Number)

            10989 VIA FRONTERA                   LOWELL W. GIFFHORN, SECRETARY
        SAN DIEGO, CALIFORNIA 92127                    10989 VIA FRONTERA
              (858) 674-5000                      SAN DIEGO, CALIFORNIA 92127
    (Address and telephone number of                   (858) 674-5000
 registrant's principal executive offices    (Name, address and telephone number
    and principal place of business)                   of agent for service)

                             2003 STOCK OPTION PLAN
                            (Full Title of the Plan)
                                WITH COPIES TO:
                             OTTO E. SORENSEN, ESQ.
             LUCE, FORWARD, HAMILTON & SCRIPPS LLP, ATTORNEYS AT LAW
              600 WEST BROADWAY, #2600, SAN DIEGO, CALIFORNIA 92101
                                 (619) 236-1414

         If any of the  Securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
Dividend or Interest Reinvestment Plans, check the following line: X
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
        Title of                   Amount             Proposed                Proposed               Amount of
       Each Class                                      Maximum                Maximum
     of Securities                 Being           Offering Price            Aggregate             Registration
    Being Registered             Registered           Per Share          Offering Price (2)           Fee (3)
========================= ==== =============== == ================== == ===================== === ================ ==
Common Stock (1)                 6,000,000              $0.043                $258,000                  $22.96

========================= ==== =============== == ================== == ===================== === ================ ==
(1)      The  securities  registered  hereunder  are shares of the  registrant's
         common stock,  $.0001 par value,  subject to issuance upon the exercise
         of stock options granted under the registrant's 2003 Stock Option Plan,
         and includes additional shares of common stock that may become issuable
         pursuant to the anti-dilution  adjustment  provisions of the 2003 Stock
         Option Plan pursuant to Rules 416 and 457 under the  Securities  Act of
         1933.

(2)      Estimated for purpose of calculating the registration fee.

(3)      The fee with  respect to these shares has been  calculated  pursuant to
         Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon
         the  average of the bid and ask  prices  per share of the  Registrant's
         Common Stock on a date within five (5) days prior to the date of filing

                                       1
of  this  Registration  Statement,  as  quoted  on the  OTC  Electronic
         Bulletin Board.

                                       2
INTRODUCTION

         This Registration  Statement on Form S-8 is filed by Patriot Scientific
Corporation (the "Company") relating to 6,000,000 shares of the Company's common
stock, par value $.0001 per share (the "Common  Stock"),  issuable to employees,
directors and  consultants  of the Company under the 2003 Stock Option Plan (the
"Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

I.       ITEM PLAN INFORMATION.*

II.      ITEM REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*  Information  required  by Part I of Form S-8 to be  contained  in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the Securities Act of 1933 (the  "Securities  Act"), and the Note
to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated  by  reference  in  this
registration statement of Patriot Scientific Corporation, a Delaware corporation
("Company"), and in the related Section 10(a) prospectus:

         (a)      The  Company's  annual report on Form 10-K for the fiscal year
                  ended May 31, 2003;

         (b)      Item 11 (Description of Securities)  contained in registration
                  statement on Form 8-A of the Company, SEC file No. 0-22182.

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  which  indicates  that  all  securities
registered  hereunder have been sold and which  deregisters  all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

         For purposes of this Registration Statement, any statement contained in
a document  incorporated or deemed to be incorporated  herein by reference shall
be deemed to be modified or superseded to the extent that a statement  contained
herein or in any other  subsequently filed document that also is or is deemed to
be incorporated  herein by reference modifies or supersedes such statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                       3
ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Pursuant   to   Article   NINTH  of  the   Company's   Certificate   of
Incorporation, and as permitted by Section 145 of the General Corporation Law of
Delaware,  the Company may indemnify  its  directors and officers  under certain
circumstances  against reasonable expenses (including court costs and attorney's
fees), judgments,  penalties, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any action,  suit or proceeding,  whether
civil,  criminal,  administrative  or  investigative,  to which any of them is a
party by reason  of his being a  director,  officer,  employee,  or agent of the
Company if it is  determined  that he acted in  accordance  with the  applicable
standard  of  conduct  set  forth  in  such  statutory  provisions.   Thus,  the
indemnification  provisions  will protect  officers and directors from liability
only if the officer or director meets the applicable standard of conduct and the
Company  has  the  financial   ability  to  honor  the  indemnity.   Insofar  as
indemnification  for  liabilities  under  the  Securities  Act  of  1933  may be
permitted to directors,  officers or persons controlling the registrant pursuant
to the General Corporation Law of Delaware, the Certificate of Incorporation, or
otherwise,  the  registrant  has  been  advised  that,  in  the  opinion  of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in such Securities Act, and is, therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this  Registration  Statement are listed in the Exhibit
Index commencing at page EX-1 hereof.

ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes:

         1. (a) to file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement;

                  (i) to include any prospectus  required by Section 10(a)(3) of
the Securities Act;

                  (ii) to reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                  (iii) to include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however,  that  paragraphs  1(a)(i) and  1(a)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;

            (b) that, for the purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

            (c)  to   remove   from  registration by  means  of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                       4
2. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public policy as expressed in the Securities Act and will be governed by a final
adjudication of such issue.

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in San Diego, California, on the date below.

  DATED:  September 4, 2003
                                            PATRIOT SCIENTIFIC CORPORATION

                                            By /s/ LOWELL W. GIFFHORN
                                               -------------------------
                                                  LOWELL W. GIFFHORN, EXEC. V.P.
                                                    & CHIEF FINANCIAL OFFICER

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons,  in the
capacities and on the dates respectively indicated.
Signature                               Title                                  Date
/s/DONALD R. BERNIER               Chairman of the Board and Director      9/4/03
               --------------------
               DONALD R. BERNIER

               /s/ LOWELL W. GIFFHORN             Director, Principal Financial Officer   9/4/03
               ----------------------             and Principal Accounting Officer
               LOWELL W. GIFFHORN

               /s/ DAVID H. POHL                  Director                                9/4/03
               -----------------
               DAVID H. POHL

               /s/ CARLTON JOHNSON                Director                                9/4/03
               -------------------
               CARLTON JOHNSON

               /s/ HELMUT FALK, JR.               Director                                9/4/03
               --------------------
               HELMUT FALK, JR.

               /s/ GLORIA FELCYN                  Director                                9/4/03
               -----------------
               GLORIA FELCYN

               /s/ JEFFREY E. WALLIN              President and Chief Executive           9/4/03
               ---------------------              Officer
               JEFFREY E. WALLIN
6
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933

                                    EXHIBITS

                         PATRIOT SCIENTIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

                                  EXHIBIT INDEX
         The  following  exhibits  are  included  as part  of this  registration
statement.  References  to the  "Company"  in this  Exhibit  Index mean  PATRIOT
SCIENTIFIC CORPORATION, a Delaware corporation.

   4.27       2003 Stock Option Plan of the Company dated July 2, 2003

   5.4        Opinion of Luce, Forward, Hamilton & Scripps LLP, Attorneys at Law

  23.1        Consent of Nation Smith Hermes Diamond, LLP

  23.2        Consent of BDO Seidman, LLP

  23.3        Consent of Luce, Forward, Hamilton & Scripps LLP (contained in
                Exhibit 5.4 hereto)

  99.8        Form of Incentive Stock Option Agreement to the Company's 2003
                Stock Option Plan

  99.9        Form of Non-Qualified Stock Option Agreement to the Company's 2003
                Stock Option Plan

                                      EX-1