SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                        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 Identification
of incorporation or organization)                             Number)


       10989 Via Frontera                           Robert Putnam, Secretary
  San Diego, California 92127                           10989 Via Frontera
       (619) 674-5000                             San Diego, California 92127
(Address and telephone number of                         (619) 674-5000
registrant's principal executive                  (Name, address and telephone
offices and principal place of                     number of agent for service)
          business)


                             1996 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

                                                      Proposed
                                      Proposed         Maximum
Title of Each Class                    Naximum        Aggregate       Amount of
of Securities Being   Amount Being  Offering Price    Offering     Registration
Registered            Registered       Per Share       Price(2)         Fee(3)

Common Stock(1)        2,500,000         $0.985       $2,462,500      $746.21


(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 1996 Stock Option Plan.

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




<PAGE>




                                 MARCH 25, 1998


                                   PROSPECTUS


                         PATRIOT SCIENTIFIC CORPORATION

                             1,850,000 Common Shares


          This  Prospectus  relates to  1,850,000  shares of the  Common  Stock,
$.00001 par value ("Common  Stock" or "Common  Shares"),  of Patriot  Scientific
Corporation,  a Delaware  corporation  ("Company"),  which will be resold by the
persons listed herein as the Selling  Shareholders  ("Selling  Shareholders"  or
"Selling Security  Holders").  The Common Shares are being offered hereunder for
the respective  accounts of the Selling  Shareholders and will be sold from time
to time by the Selling Shareholders in the over-the-counter  market or otherwise
at prevailing market prices or in negotiated transactions.  All 1,850,000 shares
are  issuable by the Company to the Selling  Shareholders  upon the  exercise of
options  granted  or to be  granted  ("Options")  under the  Patriot  Scientific
Corporation 1996 Stock Option Plan ("Plan").  As of the date of this Prospectus,
no  Options  to  purchase  shares of  Common  Stock  had been  exercised  and an
additional  279,000  Options to purchase  Common Stock were still  available for
grant. The expenses of preparing and filing the Registration  Statement of which
this  Prospectus  forms a part are  being  borne by the  Company.  Although  the
Company  will not  receive  proceeds  from the sale of the Common  Shares by the
Selling Security Holders, the Company will receive proceeds upon the exercise of
the Options. See "Selling Security Holders."

         The number of shares of Common  Stock  issuable  upon  exercise  of the
Options  is either  (i)  equivalent  to the  number of  Options  granted  if the
exercise price is paid in cash or  equivalents,  or (ii) less than the number of
Options  granted if a  cashless  exercise  provision  is used in  acquiring  the
underlying  Common Stock  determined by  subtracting  from the number of Options
granted the  product of (a) the  exercise  price of the  Options  divided by the
average of the closing bid and ask price of the stock on the day of exercise and
(b) the number of Options granted.  For purposes of this Registration  Statement
the Company has computed the number of shares  issuable  pursuant to the Plan to
be the maximum of 2,500,000.

         The  Selling  Security  Holders  may  from  time to time  sell all or a
portion of the  securities  offered hereby in over the counter  transactions  at
prevailing  market prices,  in privately  negotiated  transactions at negotiated
prices,  or in a  combination  of such  methods of sale.  The  Selling  Security
Holders may sell the  securities  offered  hereby to purchasers  directly or may
from time to time  offer the  securities  through  dealers  or  agents,  who may
receive compensation in the form of discounts,  commissions, or concessions from
the Selling  Security  Holders or the purchasers of the securities for whom they
may act as agent.

         The Company has only recently  emerged from the  development  stage and
has had only limited  revenues  amounting to  approximately  $1,847,000  for the
fiscal year ended May 31, 1997.

         The Common Shares  offered  hereby  involve a high degree of risk.  See
"Risk Factors" beginning on page 7 of this Prospectus.

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
         SECURITIES AND EXCHANGE COMMISSION,  NOR HAS THE COMMISSION PASSED UPON
         THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
         CONTRARY IS A CRIMINAL OFFENSE.

         The  Common  Shares  offered  hereby  were or will be  acquired  by the
Selling  Security  Holders from the Company  pursuant the Plan.  The issuance of
Options  under the Plan and of Common  Stock upon  exercise of the Options  have
been



<PAGE>



registered on Form S-8 under the Securities Act of 1933, as amended ("Securities
Act").  This  Prospectus has been prepared for the purpose of allowing  reoffers
and resales by the Selling Security  Holders to the public without  restriction.
To the  knowledge  of the  Company,  the Selling  Security  Holders have made no
arrangement  with any  brokerage  firm for the sale of the  Common  Shares.  The
Selling Security Holders may be deemed to be  "underwriters"  within the meaning
of the  Securities  Act.  Any  commissions  received  by a broker  or  dealer in
connection  with resales of the Common  Shares may be deemed to be  underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution."

         Information  contained herein is subject to completion or amendment.  A
Registration  Statement  relating  to these  securities  has been filed with the
Securities and Exchange  Commission and is effective.  This Prospectus shall not
constitute  an offer to sell or the  solicitation  of an offer to buy, nor shall
there be any sale of  these  securities,  in any  state  in  which  such  offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the securities laws of any such state.

         The  Common  Stock of the  Company  is traded  in the  over-the-counter
market  and is quoted  on the OTC  Electronic  Bulletin  Board  operated  by the
National  Association of Securities  Dealers,  Inc. under the symbol "PTSC".  On
March 20,  1998,  the last bid and asked  prices per share were $0.98 and $0.99,
respectively.



                     This Prospectus is dated March 25, 1998

                                      2

<PAGE>



NO PERSON IS AUTHORIZED TO GIVE ANY  INFORMATION OR TO MAKE ANY  REPRESENTATION,
OTHER THAN THOSE CONTAINED IN THIS  PROSPECTUS,  IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED  UPON AS HAVING  BEEN  AUTHORIZED  BY THE  COMPANY OR ANY  SELLING
SECURITY  HOLDER.  THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
BY ANY PERSON IN ANY  JURISDICTION  IN WHICH IT IS  UNLAWFUL  FOR SUCH PERSON TO
MAKE SUCH OFFER,  SOLICITATION OR SALE.  NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES  CREATE AN IMPLICATION
THAT THE  INFORMATION  CONTAINED  HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.


                             ADDITIONAL INFORMATION

         The Company has filed with the Securities and Exchange  Commission (the
"Commission") a registration statement on Form S-8 (together with all amendments
and exhibits hereto, the "Registration Statement"),  of which this Prospectus is
a part,  relating to the securities  offered  hereby.  This  Prospectus does not
contain all of the information set forth in the Registration Statement,  certain
parts of which are omitted in accordance with the rules of the  Commission.  For
further information, reference is made to the Registration Statement. Statements
made in this Prospectus as to the contents of any contract,  agreement, or other
document referred to herein are not necessarily  complete.  With respect to each
such  contract,  agreement,  or  other  document  filed  as an  exhibit  to  the
Registration  Statement,  reference  is made to the exhibit for a more  complete
description  of the matter  involved,  and each such  statement  shall be deemed
qualified in its entirety by such reference.

         The  Company is subject to the  informational  requirements  of Section
13(a) of the Securities  Exchange Act of 1934, as amended  ("Exchange Act"), and
in  accordance   therewith  files  periodic   reports,   proxy  and  information
statements,  and other  information  with the  Commission  as a "small  business
issuer"  pursuant  to  Regulation  S-B of the  Securities  Act.  Reports,  proxy
statements and other information,  as well as the Registration Statement,  filed
by the Company with the  Commission  may be  inspected  and copied at the public
reference  facilities  maintained  by the  Commission  at 450 Fifth Street N.W.,
Judiciary Plaza,  Washington,  D.C. 20549, and at the following Regional Offices
of the  Commission:  7 World Trade  Center,  New York,  New York 10048,  and the
Citicorp Center, 500 West Madison Street,  Suite 1400, Chicago,  Illinois 60661.
Copies of such material may be obtained from the Public Reference Section of the
Commission's Washington,  D.C. office at prescribed rates. The Company's filings
under the  Exchange Act and its  Registration  Statement on Form S-8 may also be
accessed through the Commission's web site (http://www.sec.gov).


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company hereby  incorporates  by reference into this Prospectus the
following documents filed with the Commission:

          1. The  Company's  Annual Report on Form 10-KSB for the year ended May
31, 1997 (the "Annual Report").

          2. The Company's  Quarterly Reports on Form 10-QSB for the three month
periods ended August 31, 1997 and November 30, 1997 (the Quarterly Reports").

          3. The description of the Common Stock of the Company contained in its
Registration  Statement  on Form 8-A as filed with the  Securities  and Exchange
Commission.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange Act  subsequent to the date of this  Prospectus and
prior  to  the   termination  of  the  offering  made  hereby  shall  be  deemed
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date  of the  filing  of  such  documents.  See  "Additional  Information."  Any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by

                                      3

<PAGE>



reference  shall be deemed to be modified  or  superseded  for  purposes of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  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 Prospectus.

         The Company  will  provide  without  charge to each person to whom this
Prospectus is delivered,  upon request of any such person,  a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such  documents  not  specifically  incorporated  by  reference).  Written or
telephone  requests for such documents should be directed to the Chief Financial
Officer of the Company at its principal executive offices.


                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         This  Prospectus,  including all documents  incorporated  by reference,
includes  "forward-looking"  statements within the meaning of Section 27A of the
Securities  Act and Section 21E of the Exchange  Act and the Private  Securities
Litigation  Reform Act of 1995, and the Company desires to take advantage of the
"safe  harbor"  provisions  thereof.  Therefore,  the Company is including  this
statement for the express  purpose of availing itself of the protections of such
safe harbor provisions with respect to all of such  forward-looking  statements.
The forward-looking  statements in this Prospectus reflect the Company's current
views  with  respect  to  future   events  and  financial   performance.   These
forward-looking  statements  are  subject  to certain  risks and  uncertainties,
including  specifically an absence of significant revenues, a history of losses,
no assurance  that  technology  can be completed or that it will not be delayed,
significant  competition,  the  uncertainty  of patent and  proprietary  rights,
uncertainty as to royalty payments and indemnification  risks,  possible adverse
effects of future  sales of shares on the market,  trading  risks of  low-priced
stocks and those  other risks and  uncertainties  discussed  herein,  that could
cause  actual  results to differ  materially  from  historical  results or those
anticipated. In this Prospectus, the words "anticipates," "believes," "expects,"
"intends," "future" and similar expressions identify forward-looking statements.
Readers are cautioned to consider the specific risk factors described herein and
in  "Risk  Factors"  and not to  place  undue  reliance  on the  forward-looking
statements contained herein, which speak only as of the date hereof. The Company
undertakes no obligation to publicly revise these forward-looking  statements to
reflect  events or  circumstances  that may arise  after  the date  hereof.  All
subsequent  written  and oral  forward-looking  statements  attributable  to the
Company  or  persons  acting on its  behalf  are  expressly  qualified  in their
entirety by this section.

                                      4

<PAGE>



                               PROSPECTUS SUMMARY

         The  following  summary is intended  only to supply  certain  facts and
highlights  from  material  contained  in the  body of this  Prospectus  and the
documents  incorporated by reference  herein and is qualified in its entirety by
the detailed  information and financial  statements  (incorporated by reference)
appearing elsewhere below.

The Company

         Patriot Scientific  Corporation (the "Company" or "Patriot") is engaged
in the  development  and  marketing of patented  microprocessor  technology  and
high-performance   digital   communication   products.   These   products   have
applications  in the Internet and  computer,  networking  and  telecommunication
markets.  The Company also owns and is developing radar and antenna  technology.
The  Company's  strategy is to exploit its  technologies  and  products  through
product sales, licensing, strategic alliances and government contracting.

         The markets for digital communication  products and microprocessors are
experiencing  dramatic  growth,  in part due to the Internet.  The Internet is a
global web of computer  networks.  Developed over 25 years ago, this "network of
networks"  allows any  computer  connected to the Internet to talk to any other.
The Internet  provides  organizations  and individuals with new means to conduct
business.  The growth of the  Internet  and  corporate  Intranets  is creating a
demand  for  hardware,  software  and  peripherals.  The  large  number of users
connecting  to the Internet is creating a demand for  traditional  analog modems
and higher speed  digital  modems.  New  software,  such as Java, is emerging to
serve the requirements of Internet users.

         The Java programming  language is an  object-oriented  language for the
Internet.  With Java,  data and  programs do not have to be stored on the user's
computer;  they can reside anywhere on the Internet to be called upon as needed.
Java can run on a variety of  computer  operating  systems,  thus  avoiding  the
problem of incompatibility  across networks, and Java offers high data security.
Because of Java's  useful  features,  it may also  become a popular  programming
language for embedded control applications. The growth of Java is also causing a
number of  companies  to  consider  it as a basis  for a new style of  computing
tailored to the Internet using inexpensive Internet computer devices.

         A  microprocessor  is the  computer  chip  providing  intelligence  for
electronic  devices.  The  Company's  microprocessor  technology,  trade  marked
ShBoom,  uses a proprietary  architecture in a  high-performance  microprocessor
integrated on a single silicon chip manufacturable at a low production cost. The
Company's first  ShBoom-architecture  microprocessors,  the PSC-1000 family, are
being  developed  and  targeted as Java  programming  language  processors,  for
digital  communication  products  developed  by the  Company  and for use as the
computer  or embedded  controller  in  sophisticated  products  including  laser
printers,  motion and industrial  controllers and digital  communication devices
such as cable and satellite  modems and television  set-top  boxes.  The Company
believes the PSC1000  family can be  competitive  based on factors such as cost,
speed and performance  with other newly announced  microprocessors  targeted for
the Internet  device  market.  The Company is also seeking to license the ShBoom
core technology for use by others in multi-function microprocessors.

         Effective on December 26, 1996, in a business combination accounted for
as a pooling-of-interests, the Company acquired 96.9% of the outstanding shares,
or 1,156,426 shares, of Metacomp,  Inc., a California corporation,  ("Metacomp")
from 56  shareholders  of Metacomp  pursuant to an Exchange  Offer and Letter of
Transmittal  dated  December 4, 1996 (the  "Offer").  As  consideration  for the
shares tendered pursuant to the Offer, the Company issued 1,272,068 unregistered
shares of its common  stock.  The exchange  rate of 1.1 shares of the  Company's
stock for each share of Metacomp  stock  tendered was  determined by arms-length
negotiations between Metacomp and the Company. Based on the closing price of the
Company's  stock,  as reported on the OTC Electronic  Bulletin Board system,  on
December  26,  1996 of $1.375,  the value of this  acquisition  was  $1,749,094.
Sixteen  persons who hold an aggregate of 1,059,574  common shares issued in the
Metacomp acquisition have agreed to a lock-up arrangement limiting sales by each
such holder to 5% of their shares per month  through  December  1998.  Metacomp,
founded in 1978, was a  privately-held,  high technology  company located in San
Diego,  California.  Metacomp designs,  manufactures,  and sells a wide range of
high performance data and telecommunications  solutions for wide area networking
and digital telecommunications  requirements.  In 1990, Metacomp filed a Chapter
11 bankruptcy  petition.  As of July 31, 1996, all unsecured creditors' debt had
been discharged and one

                                        5

<PAGE>



secured creditor had entered into a forbearance  agreement with Metacomp for the
remaining  balance.  The secured  creditor  was paid in full,  $252,796,  by the
Company on January 6, 1997.  Metacomp's  product line has been incorporated into
the Company's  communication  division, and the Company will continue to use the
assets  acquired as they had been  previously  employed by  Metacomp.  Norman J.
Dawson and Jayanta K. Maitra, who were officers and significant  shareholders of
Metacomp,  tendered their entire holdings pursuant to the Offer and, thereafter,
entered  into  employment  contracts  with the  Company.  See  "Management."  In
addition to the Company's  CyberShark  digital modem providing  consumers with a
high-performance   interface   between  a  computer  and  ISDN  telephone  lines
(Integrated Services Digital Network, a standard digital communication  protocol
using existing  telephone lines), the Company's  communications  division offers
OEMs (original  equipment  manufacturers),  system  integrators  and VARs (value
added resellers)  products for high speed access to the Internet,  remote access
drivers, video conferencing  equipment and digital telephony.  Existing products
include electronic  subassemblies used in building hubs and  bandwidth-on-demand
applications for satellite and other communications.

         The Company  has been  engaged in  developing  its radar  targeted  for
ground penetration  applications and new antenna  technology.  The Company's GPR
(ground  penetrating  radar) prototype has demonstrated the ability to penetrate
multiple solid objects (walls and barriers);  and in certain ground strata,  the
Company has been able to resolve objects of six inch size at  approximately  ten
feet in depth. The Company also has patented new antenna  technology for which a
small  government   contract  was  awarded  in  April,   1997  to  evaluate  and
characterize  the  antenna's  performance.  There can be no  assurance of future
contracts  or  grants or  alliances  to  further  develop  the radar or  antenna
technology.  The  Company  does not  presently  plan to devote  any  significant
resources to further  development of this technology except with outside funding
or assistance.

         The Company  has had limited  revenues  since its  inception  and, as a
result of the  acquisition of Metacomp and initiation of CyberShark  sales,  has
only recently begun to generate  revenues from sales.  There can be no assurance
the  Company  can  achieve  profitable  operations,  and the  Company  may  need
additional  financial  resources  during the next twelve  months.  The Company's
address is 10989 Via Frontera,  San Diego,  California  92127, and its telephone
number is (619)  674-5000.  The Company's  home page can be located on the World
Wide Web at http://www.ptsc.com. See "The Company."

Securities Offered

         No securities  will be offered or sold by the Company  pursuant to this
Prospectus, which relates solely to the resale of 1,850,000 shares of the Common
Stock of the Company held and beneficially owned by persons listed herein as the
Selling Security Holders.  The Common Shares are being offered hereunder for the
respective  accounts of the Selling  Security Holders and will be sold from time
to time by the  Selling  Security  Holders  in the  over-the-counter  market  or
otherwise at prevailing market prices or in negotiated  transactions.  See "Plan
of Distribution", "Selling Security Holders" and "Description of Securities."

Outstanding Shares

         As of the date of this  Prospectus,  36,639,153 of the Company's Common
Shares are  outstanding.  A total of  4,500,000  of the  outstanding  shares are
subject to an earnout escrow  arrangement  which provides for the release of the
shares based on future revenues of the Company. See "Description of Securities."

Costs; Use of Proceeds

         The  expenses of  preparing  and filing the  Registration  Statement of
which this Prospectus  forms a part are being borne by the Company.  The Company
will  receive  no  proceeds  from the sale of the Common  Shares by the  Selling
Security Holders.

Risk Factors

          The  securities  offered  involve  a high  degree  of risk.  See "Risk
Factors."



                                        6

<PAGE>



                                  RISK FACTORS

         The  securities  offered for sale  hereunder  by the  Selling  Security
Holders are  speculative in nature,  involve a high degree of risk and should be
purchased  by persons  who can afford to lose the  entire  sum  invested  in the
Common  Shares.  Prospective  purchasers of the Common  Shares should  carefully
consider the  following  factors  relating to the business and  prospects of the
Company,  in  addition  to other  information  concerning  the  Company  and its
business  contained  in this  Prospectus,  before  purchasing  any of the Common
Shares.

Previously a Development Stage Business; Absence of Significant Revenues

         The  Company  commenced  its  current   operations  in  1989,  and  its
activities  have been  primarily  directed to research  and  development  of its
technologies and  administrative  activities.  The Company only recently emerged
from the  development  stage as a result of the  acquisition of Metacomp and the
initiation  of  CyberShark  sales.  The  Company has had  limited  revenues  and
financial results upon which prospective investors may base an assessment of its
potential.  There is no assurance that the Company will become  profitable.  The
Company has experienced in the past and may experience in the future many of the
problems,  delays and expenses encountered by any early stage business,  some of
which are beyond the Company's control.  These include,  but are not limited to,
substantial  delays  and  expenses  related to testing  and  development  of new
products,  production and marketing problems in connection with new products and
technologies,  unexpectedly high manufacturing  costs, lack of market acceptance
of such products and technologies,  and other unforeseen difficulties.  See "The
Company."

History of Losses; Uncertain Profitability

         To date,  the Company has incurred  significant  losses.  As of May 31,
1997 its accumulated deficit was $11,344,838. For the fiscal years ended May 31,
1997 and 1996,  the Company  incurred  net losses of  $1,463,792  and  $557,720,
respectively.  $612,333 of the loss for each of the years ended May 31, 1997 and
1996 resulted from the amortization of purchased technology. The Company expects
to incur  additional  operating losses in the future unless and until it is able
to generate operating revenues sufficient to support  expenditures.  There is no
assurance  that sales of the Company's  products  will ever generate  sufficient
revenues  to fund its  continuing  operations,  that the Company  will  generate
positive  cash  flow  from  operations  or that  the  Company  will  attain  and
thereafter sustain profitability in any future period.

Need for Additional Financing; Insufficient Funds for the Next Twelve Months

         Based on the potential rate of cash operating  expenditures and current
plans,  management  anticipates  the Company's  cash  requirements  for the next
twelve  months have been  satisfied  through  financings in June and November of
1997. The Company anticipates that its future cash requirements may be satisfied
by improved  product sales,  the sale of additional  Company equity  securities,
debt  financing  and/or  the  sale or  licensing  of  certain  of the  Company's
technologies.  There can be no assurance  that any future funds required will be
generated  from  operations  or  from  other  potential  sources.  The  lack  of
additional  capital  could force the Company to  substantially  curtail or cease
operations and would  therefore have a material  adverse effect on the Company's
business.  Further,  there can be no assurance that any such required funds will
be  available  on  attractive  terms,  or at all,  or that  they will not have a
significantly dilutive effect on existing shareholders of the Company.

Technologies in Various Stages of Development; No Assurance of Completion;
May Be Subject to Additional Delays

         The  Company's  technologies  and  products  are in  various  stages of
development.  There  can  be  no  assurance  that  additional  products  can  be
introduced or technologies completed to a stage of development at which they can
be produced and marketed due to the inherent risks of new product and technology
development,  limitations on financing,  competition,  obsolescence, loss of key
personnel and other factors.  Although certain  technology of the Company may be
licensable  at its  current  stage of  development,  there  can be no  assurance
thereof.   The  Company  has  generated   limited   revenues  from  its  various
technologies  to date  and  has no  agreements  or  arrangements  providing  any
assurance of revenues in the future. The Company's development projects are high
risk in nature,  where  unanticipated  technical obstacles can arise at any time
and  result in lengthy  and costly  delays or in a  determination  that  further
development is not feasible. Discovery of chip design

                                        7

<PAGE>



errors, frequent in the industry prior to and after production,  could result in
lengthy and costly redesign, fabrication (production) and testing in an industry
where new technology rapidly eclipses prior innovations.

         The  development  of the Company's  technologies  has taken longer than
anticipated by management and could be subject to additional delays.  Therefore,
there can be no  assurance of timely  completion  and  introduction  of improved
ShBoom-architecture  microprocessors  on a  cost-effective  basis,  or that such
microprocessors, if introduced, will achieve market acceptance.

Future Dependent on Market Acceptance of the Company's Technologies and Products

         The future of the Company is dependent  upon the success of the current
and future  generations  of one or more of the  Company's  technologies  and the
success of its digital  communication  products.  There can be no assurance  the
Company can  introduce  any of its  technologies  or new  products  or that,  if
introduced,  they will achieve market  acceptance such that in combination  with
existing  products  they  will  sustain  the  Company  or  allow  it to  achieve
profitable operations.

Significant Competition and Possible Obsolescence

         Technological   competition   from   other   microprocessor,    digital
communication  and radar and antenna  companies is  significant  and expected to
increase.  Most of the companies with which the Company  competes and expects to
compete have far greater capital  resources,  research and  development  staffs,
marketing  and  distribution  programs  and  facilities,  and many of them  have
substantially  greater  experience in the  production and marketing of products.
The Company's  ability to compete  effectively may be adversely  affected by the
ability  of  these  competitors  to  devote  greater  resources  to the sale and
marketing of their products than are available to the Company. In addition,  one
or more of the Company's competitors may succeed in developing  technologies and
products that are more effective than any of those offered or being developed by
the  Company,  rendering  the  Company's  technology  and  products  obsolete or
noncompetitive.

Patents and Proprietary Rights Subject to Uncertainty; Possible Infringement
by the Company

         The Company relies on a combination of patents,  trademarks,  copyright
and trade secret laws,  confidentiality procedures and licensing arrangements to
protect its intellectual  property rights.  The Company currently has seven U.S.
patents  issued and eight  U.S.  patents  pending.  The  Company  has one patent
pending in Europe and Japan and has filed an  application  for another patent in
Europe,  Japan and  elsewhere.  The  Company is  considering  additional  patent
applications.  There can be no  assurance  that any patents  held by the Company
will not be challenged and invalidated,  that patents will issue from any of the
Company's  pending  applications  or that any claims  allowed  from  existing or
pending  patents will be of  sufficient  scope or strength,  or be issued in all
countries where the Company's  products can be sold, so as to provide meaningful
protection  or any  commercial  advantage  to the  Company.  Competitors  of the
Company may also be able to design around the Company's patents.

         The fiercely  competitive  semiconductor  industry is  characterized by
vigorous  protection and pursuit of  intellectual  property rights or positions,
which has resulted in significant and often protracted and expensive litigation.
There is  currently  no pending  intellectual  property  litigation  against the
Company.  There is no assurance,  however,  that the Company's  technologies  or
products do not and will not infringe the patents or proprietary rights of third
parties.  Problems with patents or other rights could  potentially  increase the
cost of the Company's products or delay or preclude new product  development and
commercialization by the Company. If infringement claims against the Company are
deemed  valid,  the Company may seek  licenses  which might not be  available on
acceptable terms or at all.  Litigation could be costly and  time-consuming  but
may be  necessary  to protect the  Company's  future  patent  and/or  technology
license  positions  or to  defend  against  infringement  claims.  A  successful
challenge to the Company's  technology could have a materially adverse effect on
the Company  and its  business  prospects.  There can be no  assurance  that any
application of the Company's technologies will not infringe upon the proprietary
rights of others or that  licenses  required by the Company  from others will be
available on commercially reasonable terms, if at all.


                                        8

<PAGE>



Uncertainty as to Royalty Payments and Indemnification Risks

         The Company does not believe it is  obligated  to pay any  royalties on
aspects of the ShBoom  technology  specified  in prior  agreements  between  the
company  from  which  it  acquired  the  basis of such  technology,  nanoTronics
Corporation,  and previous inventors. The Company believes that, should there be
royalties due to previous  inventors,  the  obligation  is that of  nanoTronics.
However,  the Company could become subject to  unindemnified  claims relating to
any failure by  nanoTronics  to pay such  royalties,  if due.  Also, the Company
could  become  liable  for  up  to  $1,250,000  to  nanoTronics   under  certain
indemnification  provisions.  Should the Company be required to make any royalty
payments or  indemnification  payments,  such payments  could  adversely  impact
operating margins and sales volumes.

         The Company obtained its rights to the basic ShBoom technology pursuant
to a chain of agreements from multiple  inventors.  Accordingly  there can be no
assurance the Company will not be subject to claims from prior  parties  related
to the  technology  or that any such  parties  will not  attempt to exploit  the
technology  independently  of the  Company's  rights to do so.  Pursuant  to the
Assets  Purchase  Agreement  and Plan of  Reorganization  between  the  Company,
nanoTronics  Corporation  and Helmut  Falk,  the Company was the  recipient of a
number of warranties and indemnities  related to the ownership of the technology
and  other  matters.  The  Company  believes  nanoTronics  Corporation  has been
liquidated and, due to Mr. Falk's death in July 1995, the Company may be limited
in its ability to obtain  satisfaction from his estate should it have any future
claims  pursuant to the  Agreement.  In January 1996 the Company filed a general
claim  against Mr.  Falk's estate in an attempt to preserve its ability to avail
itself of  indemnification  should  claims  arise  against the Company that were
indemnified.  However,  there can be no assurance  that the Company could obtain
indemnification from the estate of Mr. Falk.

Production Dependent on Outside Foundries, Manufacturers and Suppliers

         With respect to the production of ShBoom-architecture  microprocessors,
the Company is dependent on the availability of contract fabrication facilities.
To produce microprocessors for customers, the Company will be required to locate
a foundry  or  foundries  that can  allocate  to the  Company a portion of their
foundry  capacity  sufficient to meet the Company's  needs,  produce products of
acceptable quality and with acceptable  manufacturing  yields, and deliver these
products  to the  Company on time.  There can be no  assurance  the  Company can
locate a foundry to meet its needs. The contract fabrication industry has and is
expected  to  experience  capacity  shortages  from  time  to time  which  could
adversely impact the Company.  With respect to digital  communication  products,
the Company relies on contract assembly from standardized  components  purchased
from  independent  sources,  and it is  therefore  dependent  upon such  outside
vendors for the components and assembly of  end-products  it sells to customers.
There can be no assurance that these manufacturers and suppliers will be able to
provide adequately for the future product needs of the Company's  customers.  In
the event that any of the  targeted  suppliers  should  suffer  quality  control
problems  or  financial  difficulties,  the  Company  would be  required to find
alternative sources, which could result in temporary business dislocations and a
decline in revenues.

Company Products May be Dependent on the Internet, ISDN, Java and Government
Funding

         The Company's digital communication  products and ShBoom microprocessor
applications  in Java  processing  will  depend in large  part upon a robust and
growing industry and  infrastructure  for providing Internet access and carrying
Internet  traffic.  There  can  be  no  assurance  that  the  infrastructure  or
complementary  products  necessary  to make the  Internet  a  viable  commercial
marketplace will be developed, or, if developed, that the Internet will become a
viable  commercial  marketplace.  Even if the Internet  continues robust growth,
there can be no  assurance of a market for the  Company's  ISDN  products  given
their  dependence  upon  telephone  company  policies  and rates and the intense
competition from other access technologies such as cable modems and satellites.

         There  can  be  no  assurance   that  Java  will  become  a  widespread
programming  language  for the  Internet or in embedded  applications  or that a
market will develop for devices to  efficiently  run Java.  If the Internet does
not  become  a  viable  commercial  marketplace,  or  if  ISDN  products  become
technologically  obsolete or if Java  applications  for  microprocessors  do not
develop, then the Company's business,  operating results and financial condition
will be materially and adversely affected.


                                        9

<PAGE>



         The Company received its initial contract for  characterization  of its
antenna  technology  in April,  1997.  The  Company  is  devoting  only  limited
development and marketing  efforts  towards its radar and antennae  technologies
and is seeking  additional  government or other funding to further develop these
technologies.  Government  defense and other funding is facing serious cutbacks,
and accordingly  there is less opportunity to develop new technologies  with the
assistance of the  government.  Opportunities  for funding  require  significant
efforts and long lead times.  The Company has limited  experience  in  obtaining
government  funding  and is  relying  on  consultants  and  agents to assist the
Company in its efforts in that  regard.  There can be no  assurance  the Company
will be successful in its efforts to obtain additional government assistance for
any of its projects or technologies.

Performance Dependent on Key Personnel; Absence of Key Person Life Insurance;
Success Dependent on Additional Personnel

         The Company's performance is substantially dependent on the performance
of its executive officers and key technical employees. Given the Company's early
stage of  development,  the  Company is  dependent  on its ability to retain and
motivate high quality  personnel,  especially  its management and highly skilled
technical  personnel.  The Company  does not have "key  person"  life  insurance
policies on any of its executive officers or employees. The loss of the services
of any of its  executive  officers  or other  technical  employees  could have a
material  adverse  effect  on  the  business,  operating  results  or  financial
condition of the Company.

         The Company's  future  success and growth also depend on its continuing
ability to identify, hire, train and retain other highly qualified technical and
managerial  personnel.  Competition for such personnel is intense, and there can
be no assurance  that the Company will be able to attract,  assimilate or retain
other highly  qualified  technical and managerial  personnel in the future.  The
inability to attract and retain the necessary technical and managerial personnel
could have a material  adverse  effect upon the  Company's  business,  operating
results or financial condition.

Possible Adverse Effects of Future Sales of Shares on Market

         Future sales of Common Stock by existing  stockholders pursuant to Rule
144 of the Securities Act or pursuant to currently  effective  registrations  on
Form SB-2 and Form S-3 could have an  adverse  effect on the price of the Common
Stock.  There  were  2,505,867  shares  registered  in  November,  1997,  and an
additional 5,011,733 shares were registered in September,  1997, in each case on
Form S-3; 3,172,068 shares were registered in September,  1997 on Form SB-2; and
a total of an additional 9,884,764 shares of Common Stock currently  outstanding
and not subject to escrow restrictions may be deemed "restricted securities," as
that term is defined in the Securities Act of 1933, as amended (the  "Securities
Act").  Such shares may only be sold pursuant to a registration  statement under
the Securities  Act, in compliance  with Rule 144 under the  Securities  Act, or
pursuant to another exemption from registration.

General Conflicts of Interest Due to Part-Time Management

         Two of the Company's  executive officers devote only part-time services
to the Company and have other  employment  and business  interests to which they
devote significant attention and will continue to do so notwithstanding the fact
that  management  time should be devoted to the Company's  business.  Mr. Elwood
Norris,  Chairman,  and Mr. Robert Putnam,  Secretary and  Treasurer,  presently
devote  approximately  10% of their  time to the  affairs of the  Company.  They
expect to continue to devote time to the Company only on an as-needed basis over
at least the next twelve  months.  Certain  conflicts  of interest now exist and
will  continue to exist between the Company and Mr. Norris and Mr. Putnam due to
the fact that each of Mr. Norris and Mr. Putnam has other employment or business
interests  to  which he  devotes  significant  attention.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts   of   interest   between   the   Company   and  its   management   or
management-affiliated  entities.  There can be no assurance  that Mr. Norris and
Mr. Putnam will resolve all conflicts of interest in the Company's favor.

Special Conflicts of Interest Due to Relationship of Executives

          One of the Company's officers and directors,  Mr. Robert Putnam,  also
acts as Secretary of Norris  Communications,  Inc. (NCI), a company in which Mr.
Elwood Norris is the acting chief  executive  officer and chairman of the board.
Mr.

                                        10

<PAGE>



Putnam is also the president and chief executive officer of American  Technology
Corporation  (ATC),  a company in which Mr. Norris is a significant  shareholder
and director.  In these  positions Mr. Putnam is subordinate to Mr. Norris,  and
the  possibility  exists  that these  relationships  will  affect  Mr.  Putnam's
independence as a director of the Company.

Indemnification of Officers, Directors and Others

         The   Company's   Certificate   of   Incorporation   provides  for  the
indemnification of its officers, directors,  employees and agents, under certain
circumstances,  against  attorney's fees and other expenses incurred by them and
judgments  rendered  against them in any litigation to which they become a party
arising from their association with or activities on behalf of the Company.  The
Company may also bear the expenses of such  litigation  for any of its officers,
directors,  employees or agents, upon their promise to repay such sums, if it is
ultimately  determined  that  they are not  entitled  to  indemnification.  This
indemnification  policy could result in substantial  expenditures by the Company
which it may be unable to recoup even if so entitled.

Exclusion of Director Liability

         The Company's Certificate of Incorporation  excludes personal liability
on the part of its  directors to the Company for monetary  damages for breach of
fiduciary duty,  except in certain  specified  circumstances.  Accordingly,  the
Company will have a much more limited right of action against its directors than
otherwise  would be the case.  This  exclusionary  provision does not affect the
liability of any director under federal or applicable state securities laws. See
"Exclusion of Director Liability."

No Dividends Will Be Paid in Foreseeable Future

         The  Company  does  not  contemplate   paying  cash  dividends  in  the
foreseeable future.  Future dividends will depend on the Company's earnings,  if
any, and its financial requirements.

Trading Risk of Low-Priced Stocks

         The Company's  common shares are  currently  defined as "penny  stocks"
under the  Exchange  Act and rules of the  Securities  and  Exchange  Commission
adopted thereunder. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure  requirements upon  broker-dealers  who
sell  the  Company's  securities  to  persons  other  than  certain  "accredited
investors"  (generally,  institutions  with  assets in excess of  $5,000,000  or
individuals  with net worth in excess of $1,000,000  or annual income  exceeding
$200,000, or $300,000 jointly with spouse) or in transactions not recommended by
the  broker-dealer.  For  transactions  covered by the penny  stock  rules,  the
broker-dealer  must make a  suitability  determination  for each  purchaser  and
receive the purchaser's  written  agreement prior to the sale. In addition,  the
broker-dealer   must  make   certain   mandated   disclosures   in  penny  stock
transactions,  including  the actual sale or  purchase  price and actual bid and
offer  quotations,  and the compensation to be received by the broker-dealer and
certain  associated  persons,  and deliver certain  disclosures  required by the
Securities  and  Exchange  Commission.  Consequently,  the penny stock rules may
affect the  ability and  willingness  of  broker-dealers  to make a market in or
trade the Company's shares and thus may also affect the ability of purchasers of
shares to resell those shares in the public markets.

Limited Active Trading Market; Market Volatility

         The Company's shares are traded on the OTC Electronic Bulletin Board, a
screen-based  trading system operated by the National  Association of Securities
Dealers,  Inc.  Securities  traded on the Bulletin Board are, for the most part,
thinly traded and, as the preceding  Risk Factor  indicates,  subject to special
regulations  not  imposed  on  securities  listed  or  traded  on  the  National
Association of Securities Dealers Automated Quotation  ("NASDAQ") system or on a
national securities exchange.  The Company's shares have experienced in the past
and are  expected  to  experience  in the  future  significant  price and volume
volatility, increasing the risk of ownership to investors


                                        11

<PAGE>



Market  Overhang of  Registered  Stock May Affect  Market and  Trading  Price of
Company's Shares.

         The  purchase  price of  1,325,000  shares of the  common  stock of the
Company  registered on Form SB-2 in September,  1997 was $0.50 per common share;
75,000 of the  common  shares  registered  on such Form  SB-2  were  issued  for
services at $0.30 per common share;  500,000 of the common shares  registered on
such Form SB-2 were issued for  technology at $0.38 per share;  and 1,272,068 of
the common shares  registered on such Form SB-2 were issued to  shareholders  of
Metacomp in exchange for Metacomp  shares,  many of which had been  obtained for
nominal consideration.  The aforementioned pricings are below the recent trading
price of the Company's Common Stock. Due to the lack of an active trading market
and past  volatility  of the  Company's  shares,  sales  by  holders  of  shares
registered on the Form SB-2 described above or those  registered on Forms S-3 in
September,  1997 and  November,  1997 may have an adverse  effect on the trading
price of and  market  for the  Company's  common  shares.  Sales of  significant
numbers  of  registered  shares  into  the  open  market  probably  will  have a
depressive  effect on the market for and trading price of the common stock,  but
the Company  cannot predict the likely timing or extent of any such sales or the
long- or short-term market effect of any sales.

Possible Adverse Effects of Authorization of Preferred Stock and Anti-Takeover
Provisions.

         The Company's Certificate of Incorporation authorizes the issuance of a
maximum of 5,000,000  shares of  preferred  stock on terms which may be fixed by
the Company's Board of Directors without  stockholder  action.  The terms of any
series of preferred stock could make the possible takeover of the Company or the
removal of management of the Company more difficult, discourage hostile bids for
control of the  Company in which  stockholders  may receive  premiums  for their
shares of Common  Stock or  otherwise  dilute  the  rights of  holders of Common
Stock.  Additionally,  the Company's Certificate of Incorporation  provides that
the  removal  of a  director  from  office  or  repeal  of  the  Certificate  of
Incorporation in its entirety requires the affirmative vote of a majority of the
total  voting  power of the Company and that certain  other  matters  (including
amendment of the Bylaws by the  shareholders  and the  amendment,  adoption,  or
repeal of any  provision  in the  Certificate  of  Incorporation  regarding  the
indemnification of directors and officers) require the vote of two-thirds of the
total voting power of the Company.  These provisions may also inhibit a possible
takeover of the Company, the removal of management, and hostile bids for control
of the Company.


                                   THE COMPANY

General

         Patriot  Scientific   Corporation  (the  "Company"  or  "Patriot")  was
organized  under Delaware law on December 16, 1992 as the successor by merger to
Patriot Financial Corporation,  a Colorado corporation  incorporated on June 10,
1987. Its address is 10989 Via Frontera,  San Diego,  California  92127, and its
telephone  number is (619)  674-5000.  The Company's home page can be located on
the World Wide Web at http://www.ptsc.com.

         The Company is engaged in the  development  and  marketing  of patented
microprocessor  technology and high-performance  digital communication products.
The Company also owns and is developing innovative radar and antenna technology.
The Company's  strategy is to exploit its  technologies  through  product sales,
licensing, strategic alliances or government contracting.

         The Company  has had limited  revenues  since its  inception  and, as a
result of the acquisition of Metacomp and initiation of CyberShark  sales,  only
recently  emerged from the  development  stage.  There can be no  assurance  the
Company can achieve profitable operations.

Background

         In February of 1989 the Company  completed its initial public  offering
pursuant to a  Registration  Statement on Form S-18 under the  Securities Act of
1933 (the "Securities Act"),  raising gross proceeds of $50,000 and net proceeds
of approximately $28,640 upon the sale of 2,500,000 units at $.02 per unit. Each
unit sold in the public  offering  consisted of one Common Share and one Class A
common stock purchase warrant exercisable to acquire one share of common stock

                                        12

<PAGE>



and one Class B common stock purchase warrant.  All Class A and Class B warrants
have since been exercised or have lapsed.

         On August 10, 1989, the Company  acquired its GPR  technology  from the
inventor, Mr. Elwood G. Norris, now the Company's Chairman. On May 12, 1992, the
Company  redomiciled  itself  from  Colorado  to  Delaware  by  merging  into  a
wholly-owned Delaware subsidiary (Patriot Scientific  Corporation) organized for
that purpose.  The reincorporation  resulted in a combination (reverse split) of
each three of the Company's common shares, par value $.00001,  into one share of
the Delaware corporation, par value $.00001. The reincorporation also effected a
change  in the  Company's  charter  and  bylaws  and a name  change  to  Patriot
Scientific Corporation.

         In May of 1993, the Company registered under the Securities Act a total
of 7,631,606 shares issuable upon the exercise of outstanding  Class A and Class
B  common  stock  purchase  warrants.  The  Company  received  net  proceeds  of
$3,343,915  upon the  exercise of those  warrants  and the issuance of 7,538,102
common shares. None of such warrants remain outstanding.

         Effective May 31, 1994,  pursuant to an Assets  Purchase  Agreement and
Plan  of   Reorganization   ("nanoTronics   Agreement")   between  the  Company,
nanoTronics  Corporation  ("nanoTronics")  located  in Eagle  Point,  Oregon and
Helmut Falk ("Falk"), the Company issued a total of 10,000,000 restricted common
shares  to  nanoTronics  to  acquire   certain   microprocessor   technology  of
nanoTronics.  The technology  acquired  ("ShBoom  technology")  is being used to
develop a  sophisticated  yet low cost  microprocessor.  5,000,000 of the shares
were issued on a non-contingent  basis, and the remaining  5,000,000 shares were
subject to the terms of an earnout escrow  arrangement.  500,000 of the escrowed
shares have been released from escrow.

         Effective  December 26, 1996,  pursuant to an exchange offer and letter
of transmittal, the Company acquired 96.9% of the outstanding shares of Metacomp
Inc., a California corporation ("Metacomp") from 56 shareholders in exchange for
the issuance of 1,272,068  shares of the Company's  common  stock.  Based on the
closing  price  of the  Company's  common  stock  of  $1.375  on the date of the
acquisition,  the  price  of  the  acquisition  was  $1,749,094.  This  business
combination  has been accounted for as a  pooling-of-interests.  Sixteen persons
who  hold an  aggregate  of  1,059,574  common  shares  issued  in the  Metacomp
acquisition have agreed to a lock-up  arrangement  limiting sales by each holder
to 5% of their shares per month through December 1998.


                                 USE OF PROCEEDS

         The  Company  will  not  receive  any  proceeds  from  the  sale of the
securities offered by the Selling Security Holders.


                            SELLING SECURITY HOLDERS

         An aggregate of 1,850,000  shares of Common Stock are being offered for
resale by certain  Security  Holders of the Company pursuant to this Prospectus.
Those shares are issuable upon exercise by the holders of Options  granted under
the Plan. All shares,  to the extent they are being  offered,  are being offered
for the account of the following  Security  Holders and their donees or pledgees
(the "Selling Security Holders").

         The following table sets forth certain  information with respect to the
Selling  Security  Holders for whom the Company is registering  the Common Stock
for resale to the public,  including  beneficial ownership of common stock as of
the date of this  prospectus and the number of shares  issuable upon exercise of
the Options,  the percentage of class owned  (assuming the number of shares were
issued upon exercise) and the number of shares offered by each Selling  Security
Holder  (assuming the maximum number of shares were issued upon  exercise).  The
Company has no knowledge of the  intentions  of any Selling  Security  Holder to
actually  sell any of the shares listed under the column  "Shares  Issuable Upon
Exercise."  There  are no  material  relationships  between  any of the  Selling
Security Holders and the Company other than as disclosed below. All such persons
have (or will have,  upon the exercise of  outstanding  Options) sole voting and
investment power with respect to the shares being offered.

                                        13

<PAGE>




<TABLE>

                                    Beneficial
                                   Ownership of         Shares Issuable
                                 Common Stock at        Upon Exercise of        Shares       Percent of
   Selling Security Holder      Prospectus Date(1)         Options(2)         Offered(2)      Class(3)
-----------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                   <C>            <C>

Norman J. Dawson(4)                  605,451                475,000             475,000         1.6%
Jayantha Maitra(4)                   673,095                450,000             450,000         1.8%
Phillip Morettini(4)                 301,000                300,000             300,000           *
Lowell W. Giffhorn(4)                325,000                325,000             325,000           *
Elwood G. Norris(4)                4,695,000                 50,000              50,000         12.8%
Michael A. Carenzo(4)                612,500                 50,000              50,000         1.7%
Robert Putnam(4)                      75,000                 50,000              50,000           *
Donald Bernier(4)                    125,000                 50,000              50,000           *
Richard McDaniel(4)                1,100,000                 50,000              50,000         3.0%
Helmut Falk, Jr.(4)                   50,000                 50,000              50,000           *
                              -----------------------------------------------------------------------------

         Total                     8,562,046              1,850,000           1,850,000
</TABLE>

-----------------

(1)      The number of Common Shares  reported  above as  beneficially  owned by
         each  Selling  Shareholder  is  comprised  of the sum of (i) the Common
         Shares issuable upon the exercise of the Options registered on Form S-8
         and (ii) the number of Common  Shares  reported  above as  beneficially
         owned by each  Selling  Shareholder  based on a review of a list of the
         Company's  shareholders  prepared by the Company's  transfer  agent and
         registrar as of October 15, 1997.

(2)      The number of shares of Common  Stock  issuable  upon  exercise  of the
         Options is the number of Options granted to the Selling Security Holder
         under the Plan and assumes exercise of 100 percent of the Options.

(3)      Represents  maximum shares  obtainable  through exercise divided by the
         current  outstanding  shares  as of the  date  of  this  prospectus  of
         36,639,153 plus shares  obtainable  through  exercise.  An asterisk (*)
         represents less than 1%.

(4)      An officer and/or director of the Company.


                              PLAN OF DISTRIBUTION

         The  purpose  of the  Prospectus  is to  permit  the  Selling  Security
Holders, if they desire, to offer 1,850,000 shares of Common Stock (the "Selling
Security  Holder  Shares")  at such  times  and at such  places  as the  Selling
Security Holders choose.

         The  decision  to  exercise  the Options  into  shares,  or to sell any
shares,  is within the sole discretion of the holders  thereof.  There can be no
assurance  that any of the Options  will be exercised or any shares will be sold
by the Selling Security Holders.


                                       14

<PAGE>



         Subsequent  to exercise,  if any, each Selling  Shareholder  is free to
offer and sell his or her Common  Shares at such  times,  in such  manner and at
such prices as he or she shall  determine.  The Selling  Security  Holders  have
advised the  Company  that sales of Common  Shares may be effected  from time to
time in one or more types of transactions (which may include block transactions)
in the over-the-counter  market, in negotiated  transactions through the writing
of Options on the Common Shares,  settlement of short sales of Common Shares, or
a combination  of such methods of sale, at market prices  prevailing at the time
of sale,  or at  negotiated  prices.  Such  transactions  may or may not involve
brokers or dealers.  The Selling  Security Holders have advised the Company that
they have not entered into any agreements,  understandings  or arrangements with
any underwriters or broker-dealers  regarding the sale of their securities,  nor
is there an underwriter  or  coordinating  broker acting in connection  with the
proposed sale of the Common Shares by the Selling Security Holders.

         The Selling  Security  Holders may effect such  transactions by selling
Common Stock directly to purchasers or to or through  broker-dealers,  which may
act as agents or principals. Such broker-dealers may receive compensation in the
form of discounts, concessions, or commissions from the Selling Security Holders
and/or the purchasers of Common Shares for whom such  broker-dealers  may act as
agents or to whom they sell as principal,  or both (which  compensation  as to a
particular broker-dealer might be in excess of customary commissions).

         The  Selling  Security  Holders  and  any  broker-dealers  that  act in
connection  with the sale of Common Shares might be deemed to be  "underwriters"
within the meaning of Section 2(11) of the Securities  Act, and any  commissions
received  by such  broker-dealers  and any  profit on the  resale of the  Common
Shares  sold  by  them  while  acting  as  principals  might  be  deemed  to  be
underwriting  discounts or  commissions  under the  Securities  Act. The Selling
Security Holders may agree to indemnify any agent,  dealer or broker-dealer that
participates  in  transactions  involving  sales of the  Common  Shares  against
certain liabilities including liabilities arising under the Securities Act.

         Because  Selling  Security  Holders may be deemed to be  "underwriters"
within the meaning of Section 2(11) of the Securities Act, the Selling  Security
Holders  will  be  subject  to  the  prospectus  delivery  requirements  of  the
Securities Act.

         The  Company  has  informed  the  Selling  Security  Holders  that  the
anti-manipulative  provisions of Regulation M promulgated under the Exchange Act
may apply to their sales in the market.

         Selling Security Holders also may resell all or a portion of the Common
Shares  in open  market  transactions  in  reliance  upon  Rule  144  under  the
Securities Act,  provided they meet the criteria and conform to the requirements
of such Rule.

         The Company will not receive any proceeds from any sales of the Selling
Security  Holder  Shares,  but will  receive the  proceeds  from the exercise of
certain Options held by the Selling Security  Holders,  which proceeds,  if any,
will be used for general corporate purposes.

         In connection with this registration by the Company,  the Company shall
use its best efforts to prepare and file with the Commission such amendments and
supplements to the registration  statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to  comply  with  the  provisions  of the  Securities  Act with  respect  to the
disposition of the shares covered by the  registration  statement for the period
required to effect the distribution of such shares.


                         EXCLUSION OF DIRECTOR LIABILITY

         Pursuant to the General  Corporation  Law of  Delaware,  the  Company's
Certificate  of  Incorporation  excludes  personal  liability on the part of its
directors to the Company for monetary  damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach of the duty
of loyalty,  acts or omissions  not in good faith or which  involve  intentional
misconduct  or a knowing  violation of law,  acts in violation of Section 174 of
the  General  Corporation  Law of  Delaware,  or any  transaction  from  which a
director receives an improper personal benefit._This exclusion of liability does
not limit any right  which a director  may have to be  indemnified  and does not
affect any director's  liability  under federal or applicable  state  securities
laws.

                                       15

<PAGE>




                            DESCRIPTION OF SECURITIES

         The  authorized  capital  stock of the Company  consists of  60,000,000
shares of Common Stock,  $.00001 par value per share. At March 20, 1998, a total
of 36,639,153  Common Shares were issued and outstanding.  The holders of Common
Stock are entitled to one vote for each share held.  The  affirmative  vote of a
majority  of votes cast at a meeting  which  commences  with a lawful  quorum is
sufficient  for  approval of most matters  upon which  shareholders  may or must
vote,  including the questions  presented  for approval or  ratification  at the
Annual  Meeting.  However,  removal of a director  from  office or repeal of the
certificate of  incorporation  in its entirety require the affirmative vote of a
majority of the total voting power for approval, and certain other matters (such
as shareholder amendment of the bylaws, and amendment, repeal or adoption of any
provision  inconsistent  with  provisions in the  certificate  of  incorporation
regarding  indemnification  of  directors,  officers  and others,  exclusion  of
director  liability,  and the Company's election not to be governed by statutory
provisions  concerning  business  combinations  with  interested   shareholders)
require  the  affirmative  vote of  two-thirds  of the  total  voting  power for
approval.  Common Shares do not carry cumulative  voting rights,  and holders of
more than 50% of the Common Stock have the power to elect all directors  and, as
a practical  matter,  to control the  Company.  Holders of Common  Stock are not
entitled to preemptive  rights, and the Common Stock may only be redeemed at the
election of the Company.

         A special meeting of shareholders may be called by or at the request of
the  Chairman  of the Board,  the  President  or any two  directors,  and at the
request of persons  owning in the  aggregate not less than 20% of the issued and
outstanding Common Shares entitled to vote in elections for directors. After the
satisfaction of requirements  with respect to  preferential  dividends,  if any,
holders of Common Stock are entitled to receive, pro rata, dividends when and as
declared by the Board of Directors out of funds legally available therefor. Upon
liquidation,  dissolution or winding-up of the Company,  after  distribution  in
full of the  preferential  amount,  if any, to be  distributed to holders of the
preferred  stock,  holders of Common Stock are entitled to share  ratably in the
Company's assets legally available for distribution to its shareholders.

         The  Company's  board of directors  is  authorized  to issue  5,000,000
shares of undesignated  preferred stock,  $.00001 par value, without any further
action by the  stockholders.  The board of directors may also divide any and all
shares of preferred  stock into series and fix and determine the relative rights
and  preferences of the preferred  stock,  such as the designation of series and
the number of shares constituting such series,  dividend rights,  redemption and
sinking fund provisions,  liquidation and dissolution  preferences,  exercise or
exchange  rights and voting rights,  if any.  Issuance of preferred stock by the
board of directors will result in such shares having dividend and/or liquidation
preferences senior to the rights of the holders of Common Stock and could dilute
the voting rights of the holders of Common Stock.  There are currently no shares
of preferred stock issued and outstanding.

         The  Company  has not  paid  any cash  dividends  to date,  and no cash
dividends  will be  declared  or paid on the  Common  Shares in the  foreseeable
future.  Payment of dividends is solely at the discretion of the Company's board
of directors.

         Interwest Transfer Company, Inc., 1981 East 4800 South, Suite 100, Salt
Lake City, Utah 84117, acts as transfer agent and registrar for the Common Stock
of the Company. Their telephone number is (801) 272-9294.


                                  LEGAL OPINION

         The validity of the Common Stock  offered  hereby will be passed on for
the Company by Luce, Forward,  Hamilton & Scripps LLP, 600 West Broadway Street,
Suite 2600, San Diego, California 92101.



                                       16

<PAGE>



                                     EXPERTS

         The financial  statements of the Company  incorporated  by reference in
the  Prospectus  and  Registration  Statement for the fiscal years ended May 31,
1997 and 1996, respectively,  have been audited by BDO Seidman, LLP, independent
certified  public  accountants,  as set forth in their  report  incorporated  by
reference herein and in the Registration Statement, and are included in reliance
upon such report given upon the  authority of said firm as experts in accounting
and auditing.

         The financial  statements  of Metacomp,  Inc. for the fiscal year ended
July 31, 1996 have been audited by Harlan & Boettger, LLP, independent certified
public  accountants,  as set forth in their  report  incorporated  by  reference
herein and in the Registration Statement, and are included in reliance upon such
report  given  upon the  authority  of said firm as experts  in  accounting  and
auditing.


                                       17

<PAGE>






No dealer, salesperson, or any person
has  been  authorized  to  give  any
information  or make any  representation
not contained in, or  incorporated  by
reference in, this Prospectus, and, if                   1,850,000 Shares
given or made, such information or                             of
representation must not be relied                         Common Stock
upon as having been authorized by                          offered by
authorized by the Company.  This                    Selling Security Holders
Prospectus does not of an offer to sell,
or a solicitation of an offer to buy
any of the securities offered hereby
in any jurisdiction to person to whom
it is unlawful to make such offer in
such jurisdiction.  Neither the
delivery of this Prospectus any sale
made hereunder shall, under any
circumstances, create any implication
that the information herein is correct           PATRIOT SCIENTIFIC CORPORATION
as of any time subsequent to the
date hereof, or that there has been
no change in the affairs the Company
since such date.


    ----------------------


       Table of Contents

                             Page

Additional Information...........3
Incorporation of Certain
   Documents by Reference........3
Disclosure Regarding Forward-
   Looking Statements............4
Prospectus Summary...............5                         PROSPECTUS
Risk Factors.....................7
The Company.....................12
Use of Proceeds.................13
Selling Security Holders........13
Plan of Distribution............14
Exclusion of Director Liability.15
Description of Securities.......16
Legal Opinion...................16
Experts.........................17







                                                          March 25, 1998





<PAGE>



                                     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-KSB for the fiscal year
                  ended May 31, 1997;

         (b)      Company's  quarterly  reports  on Form  10-QSB  for the fiscal
                  quarters ended August 31, 1997 and November 30, 1997;

         (c)      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.

Item 4.  Description of Securities.

         The  authorized  capital  stock of the Company  consists of  60,000,000
shares of Common Stock,  $.00001 par value per share. At March 20, 1998, a total
of 36,639,153  Common Shares were issued and outstanding.  The holders of Common
Stock are entitled to one vote for each share held.  The  affirmative  vote of a
majority  of votes cast at a meeting  which  commences  with a lawful  quorum is
sufficient  for  approval of most matters  upon which  shareholders  may or must
vote,  including the questions  presented  for approval or  ratification  at the
Annual  Meeting.  However,  removal of a director  from  office or repeal of the
certificate of  incorporation  in its entirety require the affirmative vote of a
majority of the total voting power for approval, and certain other matters (such
as shareholder amendment of the bylaws, and amendment, repeal or adoption of any
provision  inconsistent  with  provisions in the  certificate  of  incorporation
regarding  indemnification  of  directors,  officers  and others,  exclusion  of
director  liability,  and the Company's election not to be governed by statutory
provisions  concerning  business  combinations  with  interested   shareholders)
require  the  affirmative  vote of  two-thirds  of the  total  voting  power for
approval.  Common Shares do not carry cumulative  voting rights,  and holders of
more than 50% of the Common Stock have the power to elect all directors  and, as
a practical  matter,  to control the  Company.  Holders of Common  Stock are not
entitled to preemptive  rights, and the Common Stock may only be redeemed at the
election of the Company.

         A special meeting of shareholders may be called by or at the request of
the  Chairman  of the Board,  the  President  or any two  directors,  and at the
request of persons  owning in the  aggregate not less than 20% of the issued and
outstanding Common Shares entitled to vote in elections for directors. After the
satisfaction of requirements  with respect to  preferential  dividends,  if any,
holders of Common Stock are entitled to receive, pro rata, dividends when and as
declared by the Board of Directors out of funds legally available therefor. Upon
liquidation,  dissolution or winding-up of the Company,  after  distribution  in
full of the  preferential  amount,  if any, to be  distributed to holders of the
preferred  stock,  holders of Common Stock are entitled to share  ratably in the
Company's assets legally available for distribution to its shareholders.

         The  Company's  board of directors  is  authorized  to issue  5,000,000
shares of undesignated  preferred stock,  $.00001 par value, without any further
action by the  stockholders.  The board of directors may also divide any and all
shares of preferred  stock into series and fix and determine the relative rights
and  preferences of the preferred  stock,  such as the designation of series and
the number of shares constituting such series,  dividend rights,  redemption and
sinking fund provisions,  liquidation and dissolution  preferences,  exercise or
exchange  rights and voting rights,  if any.  Issuance of preferred stock by the
board of directors will result in such shares having dividend and/or liquidation
preferences senior to

                                      II-1

<PAGE>



the rights of the holders of Common Stock and could dilute the voting  rights of
the holders of Common Stock.  There are  currently no shares of preferred  stock
issued and outstanding.

         The  Company  has not  paid  any cash  dividends  to date,  and no cash
dividends  will be  declared  or paid on the  Common  Shares in the  foreseeable
future.  Payment of dividends is solely at the discretion of the Company's board
of directors.

         Interwest Transfer Company, Inc., 1981 East 4800 South, Suite 100, Salt
Lake City, Utah 84117, acts as transfer agent and registrar for the Common Stock
of the Company. Their telephone number is (801) 272-9294.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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;  no common shares of the Company  registered  hereunder
have been sold or issued.

Item 8.  Exhibits.

          5.4       Consent  and  opinion of Luce,  Forward,  Hamilton & Scripps
                    LLP, Attorneys at Law

          23.5      Consent of BDO Seidman, LLP

          23.6      Consent  of  Harlan  &  Boettger,   LLP,   Certified  Public
                    Accountants

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file,  during  any  period in which  offers  and sales are being
made, a post-effective  amendment to this registration  statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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 such time shall be deemed to be the initial bona
fide offering thereof.

         (3) 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.

                                      II-2

<PAGE>



         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the 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 initial bona fide
offering thereof.

         (5) Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  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 the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant 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 registrant 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  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3

<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 Post Effective
Amendment No. 1 to the Registration  Statement to be signed on its behalf by the
undersigned,  thereunto duly authorized,  in San Diego, California,  on the date
below.

DATED:  March 24, 1998               PATRIOT SCIENTIFIC CORPORATION


                                     By /s/ LOWELL W. GIFFHORN
                                     Lowell W. Giffhorn, 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/ MICHAEL A. CARENZO      Director, President, Chief Executive         3/24/98
Michael A. Carenzo          Officer

/s/ ELWOOD G. NORRIS        Director, Chairman of the Board              3/24/98
Elwood G. Norris

/s/ ROBERT PUTNAM           Director, Secretary, Treasurer               3/24/98
Robert Putnam

/s/ LOWELL W. GIFFHORN      Principal Financial Officer and              3/24/98
Lowell W. Giffhorn          Principal Accounting Officer

/s/ RICHARD D. MCDANIEL     Director                                     3/24/98
Richard D. McDaniel

/s/ DONALD R. BERNIER       Director                                     3/24/98
Donald R. Bernier

/s/ HELMUT FALK, JR.        Director                                     3/24/98
Helmut Falk, Jr.

/s/ NORMAN J. DAWSON        Director, Vice President                     3/24/98
Norman J. Dawson


                                      II-4

<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,  except  those  marked  as  having  previously  been  filed  with the
Securities and Exchange  Commission and which are  incorporated  by reference to
another registration  statement,  report or form. References to the "Company" in
this Exhibit Index mean PATRIOT SCIENTIFIC CORPORATION, a Delaware corporation.

          5.4       Consent  and  opinion of Luce,  Forward,  Hamilton & Scripps
                    LLP, Attorneys at Law

          23.5      Consent of BDO Seidman, LLP

          23.6      Consent  of  Harlan  &  Boettger,   LLP,   Certified  Public
                    Accountants
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 88079}]
{"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": "333-48845", "film-number": "98577909"}, "business-address": {"street1": "10989 VIA FRONTERA", "city": "SAN DIEGO", "state": "CA", "zip": "92127", "phone": "6196794428"}, "mail-address": {"street1": "12875 BROOKPRINTER PLACE", "street2": "SUITE 300", "city": "POWAY", "state": "CA", "zip": "92064"}, "former-company": {"former-conformed-name": "PATRIOT FINANCIAL CORP", "date-changed": "19920521"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                        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 Identification
of incorporation or organization)                             Number)

       10989 Via Frontera                           Robert Putnam, Secretary
  San Diego, California 92127                           10989 Via Frontera
       (619) 674-5000                             San Diego, California 92127
(Address and telephone number of                         (619) 674-5000
registrant's principal executive                  (Name, address and telephone
offices and principal place of                     number of agent for service)
          business)

                             1996 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

                                                      Proposed
                                      Proposed         Maximum
Title of Each Class                    Naximum        Aggregate       Amount of
of Securities Being   Amount Being  Offering Price    Offering     Registration
Registered            Registered       Per Share       Price(2)         Fee(3)

Common Stock(1)        2,500,000         $0.985       $2,462,500      $746.21

(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 1996 Stock Option Plan.

(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, as amended,  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 of
     this  Registration  Statement,  as  quoted on the OTC  Electronic  Bulletin
     Board.
MARCH 25, 1998

                                   PROSPECTUS

                         PATRIOT SCIENTIFIC CORPORATION

                             1,850,000 Common Shares

          This  Prospectus  relates to  1,850,000  shares of the  Common  Stock,
$.00001 par value ("Common  Stock" or "Common  Shares"),  of Patriot  Scientific
Corporation,  a Delaware  corporation  ("Company"),  which will be resold by the
persons listed herein as the Selling  Shareholders  ("Selling  Shareholders"  or
"Selling Security  Holders").  The Common Shares are being offered hereunder for
the respective  accounts of the Selling  Shareholders and will be sold from time
to time by the Selling Shareholders in the over-the-counter  market or otherwise
at prevailing market prices or in negotiated transactions.  All 1,850,000 shares
are  issuable by the Company to the Selling  Shareholders  upon the  exercise of
options  granted  or to be  granted  ("Options")  under the  Patriot  Scientific
Corporation 1996 Stock Option Plan ("Plan").  As of the date of this Prospectus,
no  Options  to  purchase  shares of  Common  Stock  had been  exercised  and an
additional  279,000  Options to purchase  Common Stock were still  available for
grant. The expenses of preparing and filing the Registration  Statement of which
this  Prospectus  forms a part are  being  borne by the  Company.  Although  the
Company  will not  receive  proceeds  from the sale of the Common  Shares by the
Selling Security Holders, the Company will receive proceeds upon the exercise of
the Options. See "Selling Security Holders."

         The number of shares of Common  Stock  issuable  upon  exercise  of the
Options  is either  (i)  equivalent  to the  number of  Options  granted  if the
exercise price is paid in cash or  equivalents,  or (ii) less than the number of
Options  granted if a  cashless  exercise  provision  is used in  acquiring  the
underlying  Common Stock  determined by  subtracting  from the number of Options
granted the  product of (a) the  exercise  price of the  Options  divided by the
average of the closing bid and ask price of the stock on the day of exercise and
(b) the number of Options granted.  For purposes of this Registration  Statement
the Company has computed the number of shares  issuable  pursuant to the Plan to
be the maximum of 2,500,000.

         The  Selling  Security  Holders  may  from  time to time  sell all or a
portion of the  securities  offered hereby in over the counter  transactions  at
prevailing  market prices,  in privately  negotiated  transactions at negotiated
prices,  or in a  combination  of such  methods of sale.  The  Selling  Security
Holders may sell the  securities  offered  hereby to purchasers  directly or may
from time to time  offer the  securities  through  dealers  or  agents,  who may
receive compensation in the form of discounts,  commissions, or concessions from
the Selling  Security  Holders or the purchasers of the securities for whom they
may act as agent.

         The Company has only recently  emerged from the  development  stage and
has had only limited  revenues  amounting to  approximately  $1,847,000  for the
fiscal year ended May 31, 1997.

         The Common Shares  offered  hereby  involve a high degree of risk.  See
"Risk Factors" beginning on page 7 of this Prospectus.

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
         SECURITIES AND EXCHANGE COMMISSION,  NOR HAS THE COMMISSION PASSED UPON
         THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
         CONTRARY IS A CRIMINAL OFFENSE.

         The  Common  Shares  offered  hereby  were or will be  acquired  by the
Selling  Security  Holders from the Company  pursuant the Plan.  The issuance of
Options  under the Plan and of Common  Stock upon  exercise of the Options  have
been
registered on Form S-8 under the Securities Act of 1933, as amended ("Securities
Act").  This  Prospectus has been prepared for the purpose of allowing  reoffers
and resales by the Selling Security  Holders to the public without  restriction.
To the  knowledge  of the  Company,  the Selling  Security  Holders have made no
arrangement  with any  brokerage  firm for the sale of the  Common  Shares.  The
Selling Security Holders may be deemed to be  "underwriters"  within the meaning
of the  Securities  Act.  Any  commissions  received  by a broker  or  dealer in
connection  with resales of the Common  Shares may be deemed to be  underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution."

         Information  contained herein is subject to completion or amendment.  A
Registration  Statement  relating  to these  securities  has been filed with the
Securities and Exchange  Commission and is effective.  This Prospectus shall not
constitute  an offer to sell or the  solicitation  of an offer to buy, nor shall
there be any sale of  these  securities,  in any  state  in  which  such  offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the securities laws of any such state.

         The  Common  Stock of the  Company  is traded  in the  over-the-counter
market  and is quoted  on the OTC  Electronic  Bulletin  Board  operated  by the
National  Association of Securities  Dealers,  Inc. under the symbol "PTSC".  On
March 20,  1998,  the last bid and asked  prices per share were $0.98 and $0.99,
respectively.

                     This Prospectus is dated March 25, 1998

                                      2
NO PERSON IS AUTHORIZED TO GIVE ANY  INFORMATION OR TO MAKE ANY  REPRESENTATION,
OTHER THAN THOSE CONTAINED IN THIS  PROSPECTUS,  IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED  UPON AS HAVING  BEEN  AUTHORIZED  BY THE  COMPANY OR ANY  SELLING
SECURITY  HOLDER.  THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
BY ANY PERSON IN ANY  JURISDICTION  IN WHICH IT IS  UNLAWFUL  FOR SUCH PERSON TO
MAKE SUCH OFFER,  SOLICITATION OR SALE.  NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES  CREATE AN IMPLICATION
THAT THE  INFORMATION  CONTAINED  HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.

                             ADDITIONAL INFORMATION

         The Company has filed with the Securities and Exchange  Commission (the
"Commission") a registration statement on Form S-8 (together with all amendments
and exhibits hereto, the "Registration Statement"),  of which this Prospectus is
a part,  relating to the securities  offered  hereby.  This  Prospectus does not
contain all of the information set forth in the Registration Statement,  certain
parts of which are omitted in accordance with the rules of the  Commission.  For
further information, reference is made to the Registration Statement. Statements
made in this Prospectus as to the contents of any contract,  agreement, or other
document referred to herein are not necessarily  complete.  With respect to each
such  contract,  agreement,  or  other  document  filed  as an  exhibit  to  the
Registration  Statement,  reference  is made to the exhibit for a more  complete
description  of the matter  involved,  and each such  statement  shall be deemed
qualified in its entirety by such reference.

         The  Company is subject to the  informational  requirements  of Section
13(a) of the Securities  Exchange Act of 1934, as amended  ("Exchange Act"), and
in  accordance   therewith  files  periodic   reports,   proxy  and  information
statements,  and other  information  with the  Commission  as a "small  business
issuer"  pursuant  to  Regulation  S-B of the  Securities  Act.  Reports,  proxy
statements and other information,  as well as the Registration Statement,  filed
by the Company with the  Commission  may be  inspected  and copied at the public
reference  facilities  maintained  by the  Commission  at 450 Fifth Street N.W.,
Judiciary Plaza,  Washington,  D.C. 20549, and at the following Regional Offices
of the  Commission:  7 World Trade  Center,  New York,  New York 10048,  and the
Citicorp Center, 500 West Madison Street,  Suite 1400, Chicago,  Illinois 60661.
Copies of such material may be obtained from the Public Reference Section of the
Commission's Washington,  D.C. office at prescribed rates. The Company's filings
under the  Exchange Act and its  Registration  Statement on Form S-8 may also be
accessed through the Commission's web site (http://www.sec.gov).

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company hereby  incorporates  by reference into this Prospectus the
following documents filed with the Commission:

          1. The  Company's  Annual Report on Form 10-KSB for the year ended May
31, 1997 (the "Annual Report").

          2. The Company's  Quarterly Reports on Form 10-QSB for the three month
periods ended August 31, 1997 and November 30, 1997 (the Quarterly Reports").

          3. The description of the Common Stock of the Company contained in its
Registration  Statement  on Form 8-A as filed with the  Securities  and Exchange
Commission.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange Act  subsequent to the date of this  Prospectus and
prior  to  the   termination  of  the  offering  made  hereby  shall  be  deemed
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date  of the  filing  of  such  documents.  See  "Additional  Information."  Any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by

                                      3
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  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 Prospectus.

         The Company  will  provide  without  charge to each person to whom this
Prospectus is delivered,  upon request of any such person,  a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such  documents  not  specifically  incorporated  by  reference).  Written or
telephone  requests for such documents should be directed to the Chief Financial
Officer of the Company at its principal executive offices.

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         This  Prospectus,  including all documents  incorporated  by reference,
includes  "forward-looking"  statements within the meaning of Section 27A of the
Securities  Act and Section 21E of the Exchange  Act and the Private  Securities
Litigation  Reform Act of 1995, and the Company desires to take advantage of the
"safe  harbor"  provisions  thereof.  Therefore,  the Company is including  this
statement for the express  purpose of availing itself of the protections of such
safe harbor provisions with respect to all of such  forward-looking  statements.
The forward-looking  statements in this Prospectus reflect the Company's current
views  with  respect  to  future   events  and  financial   performance.   These
forward-looking  statements  are  subject  to certain  risks and  uncertainties,
including  specifically an absence of significant revenues, a history of losses,
no assurance  that  technology  can be completed or that it will not be delayed,
significant  competition,  the  uncertainty  of patent and  proprietary  rights,
uncertainty as to royalty payments and indemnification  risks,  possible adverse
effects of future  sales of shares on the market,  trading  risks of  low-priced
stocks and those  other risks and  uncertainties  discussed  herein,  that could
cause  actual  results to differ  materially  from  historical  results or those
anticipated. In this Prospectus, the words "anticipates," "believes," "expects,"
"intends," "future" and similar expressions identify forward-looking statements.
Readers are cautioned to consider the specific risk factors described herein and
in  "Risk  Factors"  and not to  place  undue  reliance  on the  forward-looking
statements contained herein, which speak only as of the date hereof. The Company
undertakes no obligation to publicly revise these forward-looking  statements to
reflect  events or  circumstances  that may arise  after  the date  hereof.  All
subsequent  written  and oral  forward-looking  statements  attributable  to the
Company  or  persons  acting on its  behalf  are  expressly  qualified  in their
entirety by this section.

                                      4
PROSPECTUS SUMMARY

         The  following  summary is intended  only to supply  certain  facts and
highlights  from  material  contained  in the  body of this  Prospectus  and the
documents  incorporated by reference  herein and is qualified in its entirety by
the detailed  information and financial  statements  (incorporated by reference)
appearing elsewhere below.

The Company

         Patriot Scientific  Corporation (the "Company" or "Patriot") is engaged
in the  development  and  marketing of patented  microprocessor  technology  and
high-performance   digital   communication   products.   These   products   have
applications  in the Internet and  computer,  networking  and  telecommunication
markets.  The Company also owns and is developing radar and antenna  technology.
The  Company's  strategy is to exploit its  technologies  and  products  through
product sales, licensing, strategic alliances and government contracting.

         The markets for digital communication  products and microprocessors are
experiencing  dramatic  growth,  in part due to the Internet.  The Internet is a
global web of computer  networks.  Developed over 25 years ago, this "network of
networks"  allows any  computer  connected to the Internet to talk to any other.
The Internet  provides  organizations  and individuals with new means to conduct
business.  The growth of the  Internet  and  corporate  Intranets  is creating a
demand  for  hardware,  software  and  peripherals.  The  large  number of users
connecting  to the Internet is creating a demand for  traditional  analog modems
and higher speed  digital  modems.  New  software,  such as Java, is emerging to
serve the requirements of Internet users.

         The Java programming  language is an  object-oriented  language for the
Internet.  With Java,  data and  programs do not have to be stored on the user's
computer;  they can reside anywhere on the Internet to be called upon as needed.
Java can run on a variety of  computer  operating  systems,  thus  avoiding  the
problem of incompatibility  across networks, and Java offers high data security.
Because of Java's  useful  features,  it may also  become a popular  programming
language for embedded control applications. The growth of Java is also causing a
number of  companies  to  consider  it as a basis  for a new style of  computing
tailored to the Internet using inexpensive Internet computer devices.

         A  microprocessor  is the  computer  chip  providing  intelligence  for
electronic  devices.  The  Company's  microprocessor  technology,  trade  marked
ShBoom,  uses a proprietary  architecture in a  high-performance  microprocessor
integrated on a single silicon chip manufacturable at a low production cost. The
Company's first  ShBoom-architecture  microprocessors,  the PSC-1000 family, are
being  developed  and  targeted as Java  programming  language  processors,  for
digital  communication  products  developed  by the  Company  and for use as the
computer  or embedded  controller  in  sophisticated  products  including  laser
printers,  motion and industrial  controllers and digital  communication devices
such as cable and satellite  modems and television  set-top  boxes.  The Company
believes the PSC1000  family can be  competitive  based on factors such as cost,
speed and performance  with other newly announced  microprocessors  targeted for
the Internet  device  market.  The Company is also seeking to license the ShBoom
core technology for use by others in multi-function microprocessors.

         Effective on December 26, 1996, in a business combination accounted for
as a pooling-of-interests, the Company acquired 96.9% of the outstanding shares,
or 1,156,426 shares, of Metacomp,  Inc., a California corporation,  ("Metacomp")
from 56  shareholders  of Metacomp  pursuant to an Exchange  Offer and Letter of
Transmittal  dated  December 4, 1996 (the  "Offer").  As  consideration  for the
shares tendered pursuant to the Offer, the Company issued 1,272,068 unregistered
shares of its common  stock.  The exchange  rate of 1.1 shares of the  Company's
stock for each share of Metacomp  stock  tendered was  determined by arms-length
negotiations between Metacomp and the Company. Based on the closing price of the
Company's  stock,  as reported on the OTC Electronic  Bulletin Board system,  on
December  26,  1996 of $1.375,  the value of this  acquisition  was  $1,749,094.
Sixteen  persons who hold an aggregate of 1,059,574  common shares issued in the
Metacomp acquisition have agreed to a lock-up arrangement limiting sales by each
such holder to 5% of their shares per month  through  December  1998.  Metacomp,
founded in 1978, was a  privately-held,  high technology  company located in San
Diego,  California.  Metacomp designs,  manufactures,  and sells a wide range of
high performance data and telecommunications  solutions for wide area networking
and digital telecommunications  requirements.  In 1990, Metacomp filed a Chapter
11 bankruptcy  petition.  As of July 31, 1996, all unsecured creditors' debt had
been discharged and one

                                        5
secured creditor had entered into a forbearance  agreement with Metacomp for the
remaining  balance.  The secured  creditor  was paid in full,  $252,796,  by the
Company on January 6, 1997.  Metacomp's  product line has been incorporated into
the Company's  communication  division, and the Company will continue to use the
assets  acquired as they had been  previously  employed by  Metacomp.  Norman J.
Dawson and Jayanta K. Maitra, who were officers and significant  shareholders of
Metacomp,  tendered their entire holdings pursuant to the Offer and, thereafter,
entered  into  employment  contracts  with the  Company.  See  "Management."  In
addition to the Company's  CyberShark  digital modem providing  consumers with a
high-performance   interface   between  a  computer  and  ISDN  telephone  lines
(Integrated Services Digital Network, a standard digital communication  protocol
using existing  telephone lines), the Company's  communications  division offers
OEMs (original  equipment  manufacturers),  system  integrators  and VARs (value
added resellers)  products for high speed access to the Internet,  remote access
drivers, video conferencing  equipment and digital telephony.  Existing products
include electronic  subassemblies used in building hubs and  bandwidth-on-demand
applications for satellite and other communications.

         The Company  has been  engaged in  developing  its radar  targeted  for
ground penetration  applications and new antenna  technology.  The Company's GPR
(ground  penetrating  radar) prototype has demonstrated the ability to penetrate
multiple solid objects (walls and barriers);  and in certain ground strata,  the
Company has been able to resolve objects of six inch size at  approximately  ten
feet in depth. The Company also has patented new antenna  technology for which a
small  government   contract  was  awarded  in  April,   1997  to  evaluate  and
characterize  the  antenna's  performance.  There can be no  assurance of future
contracts  or  grants or  alliances  to  further  develop  the radar or  antenna
technology.  The  Company  does not  presently  plan to devote  any  significant
resources to further  development of this technology except with outside funding
or assistance.

         The Company  has had limited  revenues  since its  inception  and, as a
result of the  acquisition of Metacomp and initiation of CyberShark  sales,  has
only recently begun to generate  revenues from sales.  There can be no assurance
the  Company  can  achieve  profitable  operations,  and the  Company  may  need
additional  financial  resources  during the next twelve  months.  The Company's
address is 10989 Via Frontera,  San Diego,  California  92127, and its telephone
number is (619)  674-5000.  The Company's  home page can be located on the World
Wide Web at http://www.ptsc.com. See "The Company."

Securities Offered

         No securities  will be offered or sold by the Company  pursuant to this
Prospectus, which relates solely to the resale of 1,850,000 shares of the Common
Stock of the Company held and beneficially owned by persons listed herein as the
Selling Security Holders.  The Common Shares are being offered hereunder for the
respective  accounts of the Selling  Security Holders and will be sold from time
to time by the  Selling  Security  Holders  in the  over-the-counter  market  or
otherwise at prevailing market prices or in negotiated  transactions.  See "Plan
of Distribution", "Selling Security Holders" and "Description of Securities."

Outstanding Shares

         As of the date of this  Prospectus,  36,639,153 of the Company's Common
Shares are  outstanding.  A total of  4,500,000  of the  outstanding  shares are
subject to an earnout escrow  arrangement  which provides for the release of the
shares based on future revenues of the Company. See "Description of Securities."

Costs; Use of Proceeds

         The  expenses of  preparing  and filing the  Registration  Statement of
which this Prospectus  forms a part are being borne by the Company.  The Company
will  receive  no  proceeds  from the sale of the Common  Shares by the  Selling
Security Holders.

Risk Factors

          The  securities  offered  involve  a high  degree  of risk.  See "Risk
Factors."

                                        6
RISK FACTORS

         The  securities  offered for sale  hereunder  by the  Selling  Security
Holders are  speculative in nature,  involve a high degree of risk and should be
purchased  by persons  who can afford to lose the  entire  sum  invested  in the
Common  Shares.  Prospective  purchasers of the Common  Shares should  carefully
consider the  following  factors  relating to the business and  prospects of the
Company,  in  addition  to other  information  concerning  the  Company  and its
business  contained  in this  Prospectus,  before  purchasing  any of the Common
Shares.

Previously a Development Stage Business; Absence of Significant Revenues

         The  Company  commenced  its  current   operations  in  1989,  and  its
activities  have been  primarily  directed to research  and  development  of its
technologies and  administrative  activities.  The Company only recently emerged
from the  development  stage as a result of the  acquisition of Metacomp and the
initiation  of  CyberShark  sales.  The  Company has had  limited  revenues  and
financial results upon which prospective investors may base an assessment of its
potential.  There is no assurance that the Company will become  profitable.  The
Company has experienced in the past and may experience in the future many of the
problems,  delays and expenses encountered by any early stage business,  some of
which are beyond the Company's control.  These include,  but are not limited to,
substantial  delays  and  expenses  related to testing  and  development  of new
products,  production and marketing problems in connection with new products and
technologies,  unexpectedly high manufacturing  costs, lack of market acceptance
of such products and technologies,  and other unforeseen difficulties.  See "The
Company."

History of Losses; Uncertain Profitability

         To date,  the Company has incurred  significant  losses.  As of May 31,
1997 its accumulated deficit was $11,344,838. For the fiscal years ended May 31,
1997 and 1996,  the Company  incurred  net losses of  $1,463,792  and  $557,720,
respectively.  $612,333 of the loss for each of the years ended May 31, 1997 and
1996 resulted from the amortization of purchased technology. The Company expects
to incur  additional  operating losses in the future unless and until it is able
to generate operating revenues sufficient to support  expenditures.  There is no
assurance  that sales of the Company's  products  will ever generate  sufficient
revenues  to fund its  continuing  operations,  that the Company  will  generate
positive  cash  flow  from  operations  or that  the  Company  will  attain  and
thereafter sustain profitability in any future period.

Need for Additional Financing; Insufficient Funds for the Next Twelve Months

         Based on the potential rate of cash operating  expenditures and current
plans,  management  anticipates  the Company's  cash  requirements  for the next
twelve  months have been  satisfied  through  financings in June and November of
1997. The Company anticipates that its future cash requirements may be satisfied
by improved  product sales,  the sale of additional  Company equity  securities,
debt  financing  and/or  the  sale or  licensing  of  certain  of the  Company's
technologies.  There can be no assurance  that any future funds required will be
generated  from  operations  or  from  other  potential  sources.  The  lack  of
additional  capital  could force the Company to  substantially  curtail or cease
operations and would  therefore have a material  adverse effect on the Company's
business.  Further,  there can be no assurance that any such required funds will
be  available  on  attractive  terms,  or at all,  or that  they will not have a
significantly dilutive effect on existing shareholders of the Company.

Technologies in Various Stages of Development; No Assurance of Completion;
May Be Subject to Additional Delays

         The  Company's  technologies  and  products  are in  various  stages of
development.  There  can  be  no  assurance  that  additional  products  can  be
introduced or technologies completed to a stage of development at which they can
be produced and marketed due to the inherent risks of new product and technology
development,  limitations on financing,  competition,  obsolescence, loss of key
personnel and other factors.  Although certain  technology of the Company may be
licensable  at its  current  stage of  development,  there  can be no  assurance
thereof.   The  Company  has  generated   limited   revenues  from  its  various
technologies  to date  and  has no  agreements  or  arrangements  providing  any
assurance of revenues in the future. The Company's development projects are high
risk in nature,  where  unanticipated  technical obstacles can arise at any time
and  result in lengthy  and costly  delays or in a  determination  that  further
development is not feasible. Discovery of chip design

                                        7
errors, frequent in the industry prior to and after production,  could result in
lengthy and costly redesign, fabrication (production) and testing in an industry
where new technology rapidly eclipses prior innovations.

         The  development  of the Company's  technologies  has taken longer than
anticipated by management and could be subject to additional delays.  Therefore,
there can be no  assurance of timely  completion  and  introduction  of improved
ShBoom-architecture  microprocessors  on a  cost-effective  basis,  or that such
microprocessors, if introduced, will achieve market acceptance.

Future Dependent on Market Acceptance of the Company's Technologies and Products

         The future of the Company is dependent  upon the success of the current
and future  generations  of one or more of the  Company's  technologies  and the
success of its digital  communication  products.  There can be no assurance  the
Company can  introduce  any of its  technologies  or new  products  or that,  if
introduced,  they will achieve market  acceptance such that in combination  with
existing  products  they  will  sustain  the  Company  or  allow  it to  achieve
profitable operations.

Significant Competition and Possible Obsolescence

         Technological   competition   from   other   microprocessor,    digital
communication  and radar and antenna  companies is  significant  and expected to
increase.  Most of the companies with which the Company  competes and expects to
compete have far greater capital  resources,  research and  development  staffs,
marketing  and  distribution  programs  and  facilities,  and many of them  have
substantially  greater  experience in the  production and marketing of products.
The Company's  ability to compete  effectively may be adversely  affected by the
ability  of  these  competitors  to  devote  greater  resources  to the sale and
marketing of their products than are available to the Company. In addition,  one
or more of the Company's competitors may succeed in developing  technologies and
products that are more effective than any of those offered or being developed by
the  Company,  rendering  the  Company's  technology  and  products  obsolete or
noncompetitive.

Patents and Proprietary Rights Subject to Uncertainty; Possible Infringement
by the Company

         The Company relies on a combination of patents,  trademarks,  copyright
and trade secret laws,  confidentiality procedures and licensing arrangements to
protect its intellectual  property rights.  The Company currently has seven U.S.
patents  issued and eight  U.S.  patents  pending.  The  Company  has one patent
pending in Europe and Japan and has filed an  application  for another patent in
Europe,  Japan and  elsewhere.  The  Company is  considering  additional  patent
applications.  There can be no  assurance  that any patents  held by the Company
will not be challenged and invalidated,  that patents will issue from any of the
Company's  pending  applications  or that any claims  allowed  from  existing or
pending  patents will be of  sufficient  scope or strength,  or be issued in all
countries where the Company's  products can be sold, so as to provide meaningful
protection  or any  commercial  advantage  to the  Company.  Competitors  of the
Company may also be able to design around the Company's patents.

         The fiercely  competitive  semiconductor  industry is  characterized by
vigorous  protection and pursuit of  intellectual  property rights or positions,
which has resulted in significant and often protracted and expensive litigation.
There is  currently  no pending  intellectual  property  litigation  against the
Company.  There is no assurance,  however,  that the Company's  technologies  or
products do not and will not infringe the patents or proprietary rights of third
parties.  Problems with patents or other rights could  potentially  increase the
cost of the Company's products or delay or preclude new product  development and
commercialization by the Company. If infringement claims against the Company are
deemed  valid,  the Company may seek  licenses  which might not be  available on
acceptable terms or at all.  Litigation could be costly and  time-consuming  but
may be  necessary  to protect the  Company's  future  patent  and/or  technology
license  positions  or to  defend  against  infringement  claims.  A  successful
challenge to the Company's  technology could have a materially adverse effect on
the Company  and its  business  prospects.  There can be no  assurance  that any
application of the Company's technologies will not infringe upon the proprietary
rights of others or that  licenses  required by the Company  from others will be
available on commercially reasonable terms, if at all.

                                        8
Uncertainty as to Royalty Payments and Indemnification Risks

         The Company does not believe it is  obligated  to pay any  royalties on
aspects of the ShBoom  technology  specified  in prior  agreements  between  the
company  from  which  it  acquired  the  basis of such  technology,  nanoTronics
Corporation,  and previous inventors. The Company believes that, should there be
royalties due to previous  inventors,  the  obligation  is that of  nanoTronics.
However,  the Company could become subject to  unindemnified  claims relating to
any failure by  nanoTronics  to pay such  royalties,  if due.  Also, the Company
could  become  liable  for  up  to  $1,250,000  to  nanoTronics   under  certain
indemnification  provisions.  Should the Company be required to make any royalty
payments or  indemnification  payments,  such payments  could  adversely  impact
operating margins and sales volumes.

         The Company obtained its rights to the basic ShBoom technology pursuant
to a chain of agreements from multiple  inventors.  Accordingly  there can be no
assurance the Company will not be subject to claims from prior  parties  related
to the  technology  or that any such  parties  will not  attempt to exploit  the
technology  independently  of the  Company's  rights to do so.  Pursuant  to the
Assets  Purchase  Agreement  and Plan of  Reorganization  between  the  Company,
nanoTronics  Corporation  and Helmut  Falk,  the Company was the  recipient of a
number of warranties and indemnities  related to the ownership of the technology
and  other  matters.  The  Company  believes  nanoTronics  Corporation  has been
liquidated and, due to Mr. Falk's death in July 1995, the Company may be limited
in its ability to obtain  satisfaction from his estate should it have any future
claims  pursuant to the  Agreement.  In January 1996 the Company filed a general
claim  against Mr.  Falk's estate in an attempt to preserve its ability to avail
itself of  indemnification  should  claims  arise  against the Company that were
indemnified.  However,  there can be no assurance  that the Company could obtain
indemnification from the estate of Mr. Falk.

Production Dependent on Outside Foundries, Manufacturers and Suppliers

         With respect to the production of ShBoom-architecture  microprocessors,
the Company is dependent on the availability of contract fabrication facilities.
To produce microprocessors for customers, the Company will be required to locate
a foundry  or  foundries  that can  allocate  to the  Company a portion of their
foundry  capacity  sufficient to meet the Company's  needs,  produce products of
acceptable quality and with acceptable  manufacturing  yields, and deliver these
products  to the  Company on time.  There can be no  assurance  the  Company can
locate a foundry to meet its needs. The contract fabrication industry has and is
expected  to  experience  capacity  shortages  from  time  to time  which  could
adversely impact the Company.  With respect to digital  communication  products,
the Company relies on contract assembly from standardized  components  purchased
from  independent  sources,  and it is  therefore  dependent  upon such  outside
vendors for the components and assembly of  end-products  it sells to customers.
There can be no assurance that these manufacturers and suppliers will be able to
provide adequately for the future product needs of the Company's  customers.  In
the event that any of the  targeted  suppliers  should  suffer  quality  control
problems  or  financial  difficulties,  the  Company  would be  required to find
alternative sources, which could result in temporary business dislocations and a
decline in revenues.

Company Products May be Dependent on the Internet, ISDN, Java and Government
Funding

         The Company's digital communication  products and ShBoom microprocessor
applications  in Java  processing  will  depend in large  part upon a robust and
growing industry and  infrastructure  for providing Internet access and carrying
Internet  traffic.  There  can  be  no  assurance  that  the  infrastructure  or
complementary  products  necessary  to make the  Internet  a  viable  commercial
marketplace will be developed, or, if developed, that the Internet will become a
viable  commercial  marketplace.  Even if the Internet  continues robust growth,
there can be no  assurance of a market for the  Company's  ISDN  products  given
their  dependence  upon  telephone  company  policies  and rates and the intense
competition from other access technologies such as cable modems and satellites.

         There  can  be  no  assurance   that  Java  will  become  a  widespread
programming  language  for the  Internet or in embedded  applications  or that a
market will develop for devices to  efficiently  run Java.  If the Internet does
not  become  a  viable  commercial  marketplace,  or  if  ISDN  products  become
technologically  obsolete or if Java  applications  for  microprocessors  do not
develop, then the Company's business,  operating results and financial condition
will be materially and adversely affected.

                                        9
The Company received its initial contract for  characterization  of its
antenna  technology  in April,  1997.  The  Company  is  devoting  only  limited
development and marketing  efforts  towards its radar and antennae  technologies
and is seeking  additional  government or other funding to further develop these
technologies.  Government  defense and other funding is facing serious cutbacks,
and accordingly  there is less opportunity to develop new technologies  with the
assistance of the  government.  Opportunities  for funding  require  significant
efforts and long lead times.  The Company has limited  experience  in  obtaining
government  funding  and is  relying  on  consultants  and  agents to assist the
Company in its efforts in that  regard.  There can be no  assurance  the Company
will be successful in its efforts to obtain additional government assistance for
any of its projects or technologies.

Performance Dependent on Key Personnel; Absence of Key Person Life Insurance;
Success Dependent on Additional Personnel

         The Company's performance is substantially dependent on the performance
of its executive officers and key technical employees. Given the Company's early
stage of  development,  the  Company is  dependent  on its ability to retain and
motivate high quality  personnel,  especially  its management and highly skilled
technical  personnel.  The Company  does not have "key  person"  life  insurance
policies on any of its executive officers or employees. The loss of the services
of any of its  executive  officers  or other  technical  employees  could have a
material  adverse  effect  on  the  business,  operating  results  or  financial
condition of the Company.

         The Company's  future  success and growth also depend on its continuing
ability to identify, hire, train and retain other highly qualified technical and
managerial  personnel.  Competition for such personnel is intense, and there can
be no assurance  that the Company will be able to attract,  assimilate or retain
other highly  qualified  technical and managerial  personnel in the future.  The
inability to attract and retain the necessary technical and managerial personnel
could have a material  adverse  effect upon the  Company's  business,  operating
results or financial condition.

Possible Adverse Effects of Future Sales of Shares on Market

         Future sales of Common Stock by existing  stockholders pursuant to Rule
144 of the Securities Act or pursuant to currently  effective  registrations  on
Form SB-2 and Form S-3 could have an  adverse  effect on the price of the Common
Stock.  There  were  2,505,867  shares  registered  in  November,  1997,  and an
additional 5,011,733 shares were registered in September,  1997, in each case on
Form S-3; 3,172,068 shares were registered in September,  1997 on Form SB-2; and
a total of an additional 9,884,764 shares of Common Stock currently  outstanding
and not subject to escrow restrictions may be deemed "restricted securities," as
that term is defined in the Securities Act of 1933, as amended (the  "Securities
Act").  Such shares may only be sold pursuant to a registration  statement under
the Securities  Act, in compliance  with Rule 144 under the  Securities  Act, or
pursuant to another exemption from registration.

General Conflicts of Interest Due to Part-Time Management

         Two of the Company's  executive officers devote only part-time services
to the Company and have other  employment  and business  interests to which they
devote significant attention and will continue to do so notwithstanding the fact
that  management  time should be devoted to the Company's  business.  Mr. Elwood
Norris,  Chairman,  and Mr. Robert Putnam,  Secretary and  Treasurer,  presently
devote  approximately  10% of their  time to the  affairs of the  Company.  They
expect to continue to devote time to the Company only on an as-needed basis over
at least the next twelve  months.  Certain  conflicts  of interest now exist and
will  continue to exist between the Company and Mr. Norris and Mr. Putnam due to
the fact that each of Mr. Norris and Mr. Putnam has other employment or business
interests  to  which he  devotes  significant  attention.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts   of   interest   between   the   Company   and  its   management   or
management-affiliated  entities.  There can be no assurance  that Mr. Norris and
Mr. Putnam will resolve all conflicts of interest in the Company's favor.

Special Conflicts of Interest Due to Relationship of Executives

          One of the Company's officers and directors,  Mr. Robert Putnam,  also
acts as Secretary of Norris  Communications,  Inc. (NCI), a company in which Mr.
Elwood Norris is the acting chief  executive  officer and chairman of the board.
Mr.

                                        10
Putnam is also the president and chief executive officer of American  Technology
Corporation  (ATC),  a company in which Mr. Norris is a significant  shareholder
and director.  In these  positions Mr. Putnam is subordinate to Mr. Norris,  and
the  possibility  exists  that these  relationships  will  affect  Mr.  Putnam's
independence as a director of the Company.

Indemnification of Officers, Directors and Others

         The   Company's   Certificate   of   Incorporation   provides  for  the
indemnification of its officers, directors,  employees and agents, under certain
circumstances,  against  attorney's fees and other expenses incurred by them and
judgments  rendered  against them in any litigation to which they become a party
arising from their association with or activities on behalf of the Company.  The
Company may also bear the expenses of such  litigation  for any of its officers,
directors,  employees or agents, upon their promise to repay such sums, if it is
ultimately  determined  that  they are not  entitled  to  indemnification.  This
indemnification  policy could result in substantial  expenditures by the Company
which it may be unable to recoup even if so entitled.

Exclusion of Director Liability

         The Company's Certificate of Incorporation  excludes personal liability
on the part of its  directors to the Company for monetary  damages for breach of
fiduciary duty,  except in certain  specified  circumstances.  Accordingly,  the
Company will have a much more limited right of action against its directors than
otherwise  would be the case.  This  exclusionary  provision does not affect the
liability of any director under federal or applicable state securities laws. See
"Exclusion of Director Liability."

No Dividends Will Be Paid in Foreseeable Future

         The  Company  does  not  contemplate   paying  cash  dividends  in  the
foreseeable future.  Future dividends will depend on the Company's earnings,  if
any, and its financial requirements.

Trading Risk of Low-Priced Stocks

         The Company's  common shares are  currently  defined as "penny  stocks"
under the  Exchange  Act and rules of the  Securities  and  Exchange  Commission
adopted thereunder. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure  requirements upon  broker-dealers  who
sell  the  Company's  securities  to  persons  other  than  certain  "accredited
investors"  (generally,  institutions  with  assets in excess of  $5,000,000  or
individuals  with net worth in excess of $1,000,000  or annual income  exceeding
$200,000, or $300,000 jointly with spouse) or in transactions not recommended by
the  broker-dealer.  For  transactions  covered by the penny  stock  rules,  the
broker-dealer  must make a  suitability  determination  for each  purchaser  and
receive the purchaser's  written  agreement prior to the sale. In addition,  the
broker-dealer   must  make   certain   mandated   disclosures   in  penny  stock
transactions,  including  the actual sale or  purchase  price and actual bid and
offer  quotations,  and the compensation to be received by the broker-dealer and
certain  associated  persons,  and deliver certain  disclosures  required by the
Securities  and  Exchange  Commission.  Consequently,  the penny stock rules may
affect the  ability and  willingness  of  broker-dealers  to make a market in or
trade the Company's shares and thus may also affect the ability of purchasers of
shares to resell those shares in the public markets.

Limited Active Trading Market; Market Volatility

         The Company's shares are traded on the OTC Electronic Bulletin Board, a
screen-based  trading system operated by the National  Association of Securities
Dealers,  Inc.  Securities  traded on the Bulletin Board are, for the most part,
thinly traded and, as the preceding  Risk Factor  indicates,  subject to special
regulations  not  imposed  on  securities  listed  or  traded  on  the  National
Association of Securities Dealers Automated Quotation  ("NASDAQ") system or on a
national securities exchange.  The Company's shares have experienced in the past
and are  expected  to  experience  in the  future  significant  price and volume
volatility, increasing the risk of ownership to investors

                                        11
Market  Overhang of  Registered  Stock May Affect  Market and  Trading  Price of
Company's Shares.

         The  purchase  price of  1,325,000  shares of the  common  stock of the
Company  registered on Form SB-2 in September,  1997 was $0.50 per common share;
75,000 of the  common  shares  registered  on such Form  SB-2  were  issued  for
services at $0.30 per common share;  500,000 of the common shares  registered on
such Form SB-2 were issued for  technology at $0.38 per share;  and 1,272,068 of
the common shares  registered on such Form SB-2 were issued to  shareholders  of
Metacomp in exchange for Metacomp  shares,  many of which had been  obtained for
nominal consideration.  The aforementioned pricings are below the recent trading
price of the Company's Common Stock. Due to the lack of an active trading market
and past  volatility  of the  Company's  shares,  sales  by  holders  of  shares
registered on the Form SB-2 described above or those  registered on Forms S-3 in
September,  1997 and  November,  1997 may have an adverse  effect on the trading
price of and  market  for the  Company's  common  shares.  Sales of  significant
numbers  of  registered  shares  into  the  open  market  probably  will  have a
depressive  effect on the market for and trading price of the common stock,  but
the Company  cannot predict the likely timing or extent of any such sales or the
long- or short-term market effect of any sales.

Possible Adverse Effects of Authorization of Preferred Stock and Anti-Takeover
Provisions.

         The Company's Certificate of Incorporation authorizes the issuance of a
maximum of 5,000,000  shares of  preferred  stock on terms which may be fixed by
the Company's Board of Directors without  stockholder  action.  The terms of any
series of preferred stock could make the possible takeover of the Company or the
removal of management of the Company more difficult, discourage hostile bids for
control of the  Company in which  stockholders  may receive  premiums  for their
shares of Common  Stock or  otherwise  dilute  the  rights of  holders of Common
Stock.  Additionally,  the Company's Certificate of Incorporation  provides that
the  removal  of a  director  from  office  or  repeal  of  the  Certificate  of
Incorporation in its entirety requires the affirmative vote of a majority of the
total  voting  power of the Company and that certain  other  matters  (including
amendment of the Bylaws by the  shareholders  and the  amendment,  adoption,  or
repeal of any  provision  in the  Certificate  of  Incorporation  regarding  the
indemnification of directors and officers) require the vote of two-thirds of the
total voting power of the Company.  These provisions may also inhibit a possible
takeover of the Company, the removal of management, and hostile bids for control
of the Company.

                                   THE COMPANY

General

         Patriot  Scientific   Corporation  (the  "Company"  or  "Patriot")  was
organized  under Delaware law on December 16, 1992 as the successor by merger to
Patriot Financial Corporation,  a Colorado corporation  incorporated on June 10,
1987. Its address is 10989 Via Frontera,  San Diego,  California  92127, and its
telephone  number is (619)  674-5000.  The Company's home page can be located on
the World Wide Web at http://www.ptsc.com.

         The Company is engaged in the  development  and  marketing  of patented
microprocessor  technology and high-performance  digital communication products.
The Company also owns and is developing innovative radar and antenna technology.
The Company's  strategy is to exploit its  technologies  through  product sales,
licensing, strategic alliances or government contracting.

         The Company  has had limited  revenues  since its  inception  and, as a
result of the acquisition of Metacomp and initiation of CyberShark  sales,  only
recently  emerged from the  development  stage.  There can be no  assurance  the
Company can achieve profitable operations.

Background

         In February of 1989 the Company  completed its initial public  offering
pursuant to a  Registration  Statement on Form S-18 under the  Securities Act of
1933 (the "Securities Act"),  raising gross proceeds of $50,000 and net proceeds
of approximately $28,640 upon the sale of 2,500,000 units at $.02 per unit. Each
unit sold in the public  offering  consisted of one Common Share and one Class A
common stock purchase warrant exercisable to acquire one share of common stock

                                        12
and one Class B common stock purchase warrant.  All Class A and Class B warrants
have since been exercised or have lapsed.

         On August 10, 1989, the Company  acquired its GPR  technology  from the
inventor, Mr. Elwood G. Norris, now the Company's Chairman. On May 12, 1992, the
Company  redomiciled  itself  from  Colorado  to  Delaware  by  merging  into  a
wholly-owned Delaware subsidiary (Patriot Scientific  Corporation) organized for
that purpose.  The reincorporation  resulted in a combination (reverse split) of
each three of the Company's common shares, par value $.00001,  into one share of
the Delaware corporation, par value $.00001. The reincorporation also effected a
change  in the  Company's  charter  and  bylaws  and a name  change  to  Patriot
Scientific Corporation.

         In May of 1993, the Company registered under the Securities Act a total
of 7,631,606 shares issuable upon the exercise of outstanding  Class A and Class
B  common  stock  purchase  warrants.  The  Company  received  net  proceeds  of
$3,343,915  upon the  exercise of those  warrants  and the issuance of 7,538,102
common shares. None of such warrants remain outstanding.

         Effective May 31, 1994,  pursuant to an Assets  Purchase  Agreement and
Plan  of   Reorganization   ("nanoTronics   Agreement")   between  the  Company,
nanoTronics  Corporation  ("nanoTronics")  located  in Eagle  Point,  Oregon and
Helmut Falk ("Falk"), the Company issued a total of 10,000,000 restricted common
shares  to  nanoTronics  to  acquire   certain   microprocessor   technology  of
nanoTronics.  The technology  acquired  ("ShBoom  technology")  is being used to
develop a  sophisticated  yet low cost  microprocessor.  5,000,000 of the shares
were issued on a non-contingent  basis, and the remaining  5,000,000 shares were
subject to the terms of an earnout escrow  arrangement.  500,000 of the escrowed
shares have been released from escrow.

         Effective  December 26, 1996,  pursuant to an exchange offer and letter
of transmittal, the Company acquired 96.9% of the outstanding shares of Metacomp
Inc., a California corporation ("Metacomp") from 56 shareholders in exchange for
the issuance of 1,272,068  shares of the Company's  common  stock.  Based on the
closing  price  of the  Company's  common  stock  of  $1.375  on the date of the
acquisition,  the  price  of  the  acquisition  was  $1,749,094.  This  business
combination  has been accounted for as a  pooling-of-interests.  Sixteen persons
who  hold an  aggregate  of  1,059,574  common  shares  issued  in the  Metacomp
acquisition have agreed to a lock-up  arrangement  limiting sales by each holder
to 5% of their shares per month through December 1998.

                                 USE OF PROCEEDS

         The  Company  will  not  receive  any  proceeds  from  the  sale of the
securities offered by the Selling Security Holders.

                            SELLING SECURITY HOLDERS

         An aggregate of 1,850,000  shares of Common Stock are being offered for
resale by certain  Security  Holders of the Company pursuant to this Prospectus.
Those shares are issuable upon exercise by the holders of Options  granted under
the Plan. All shares,  to the extent they are being  offered,  are being offered
for the account of the following  Security  Holders and their donees or pledgees
(the "Selling Security Holders").

         The following table sets forth certain  information with respect to the
Selling  Security  Holders for whom the Company is registering  the Common Stock
for resale to the public,  including  beneficial ownership of common stock as of
the date of this  prospectus and the number of shares  issuable upon exercise of
the Options,  the percentage of class owned  (assuming the number of shares were
issued upon exercise) and the number of shares offered by each Selling  Security
Holder  (assuming the maximum number of shares were issued upon  exercise).  The
Company has no knowledge of the  intentions  of any Selling  Security  Holder to
actually  sell any of the shares listed under the column  "Shares  Issuable Upon
Exercise."  There  are no  material  relationships  between  any of the  Selling
Security Holders and the Company other than as disclosed below. All such persons
have (or will have,  upon the exercise of  outstanding  Options) sole voting and
investment power with respect to the shares being offered.

                                        13
Beneficial
                                   Ownership of         Shares Issuable
                                 Common Stock at        Upon Exercise of        Shares       Percent of
   Selling Security Holder      Prospectus Date(1)         Options(2)         Offered(2)      Class(3)
-----------------------------------------------------------------------------------------------------------
Norman J. Dawson(4)                  605,451                475,000             475,000         1.6%
Jayantha Maitra(4)                   673,095                450,000             450,000         1.8%
Phillip Morettini(4)                 301,000                300,000             300,000           *
Lowell W. Giffhorn(4)                325,000                325,000             325,000           *
Elwood G. Norris(4)                4,695,000                 50,000              50,000         12.8%
Michael A. Carenzo(4)                612,500                 50,000              50,000         1.7%
Robert Putnam(4)                      75,000                 50,000              50,000           *
Donald Bernier(4)                    125,000                 50,000              50,000           *
Richard McDaniel(4)                1,100,000                 50,000              50,000         3.0%
Helmut Falk, Jr.(4)                   50,000                 50,000              50,000           *
                              -----------------------------------------------------------------------------

         Total                     8,562,046              1,850,000           1,850,000
-----------------

(1)      The number of Common Shares  reported  above as  beneficially  owned by
         each  Selling  Shareholder  is  comprised  of the sum of (i) the Common
         Shares issuable upon the exercise of the Options registered on Form S-8
         and (ii) the number of Common  Shares  reported  above as  beneficially
         owned by each  Selling  Shareholder  based on a review of a list of the
         Company's  shareholders  prepared by the Company's  transfer  agent and
         registrar as of October 15, 1997.

(2)      The number of shares of Common  Stock  issuable  upon  exercise  of the
         Options is the number of Options granted to the Selling Security Holder
         under the Plan and assumes exercise of 100 percent of the Options.

(3)      Represents  maximum shares  obtainable  through exercise divided by the
         current  outstanding  shares  as of the  date  of  this  prospectus  of
         36,639,153 plus shares  obtainable  through  exercise.  An asterisk (*)
         represents less than 1%.

(4)      An officer and/or director of the Company.

                              PLAN OF DISTRIBUTION

         The  purpose  of the  Prospectus  is to  permit  the  Selling  Security
Holders, if they desire, to offer 1,850,000 shares of Common Stock (the "Selling
Security  Holder  Shares")  at such  times  and at such  places  as the  Selling
Security Holders choose.

         The  decision  to  exercise  the Options  into  shares,  or to sell any
shares,  is within the sole discretion of the holders  thereof.  There can be no
assurance  that any of the Options  will be exercised or any shares will be sold
by the Selling Security Holders.

                                       14
Subsequent  to exercise,  if any, each Selling  Shareholder  is free to
offer and sell his or her Common  Shares at such  times,  in such  manner and at
such prices as he or she shall  determine.  The Selling  Security  Holders  have
advised the  Company  that sales of Common  Shares may be effected  from time to
time in one or more types of transactions (which may include block transactions)
in the over-the-counter  market, in negotiated  transactions through the writing
of Options on the Common Shares,  settlement of short sales of Common Shares, or
a combination  of such methods of sale, at market prices  prevailing at the time
of sale,  or at  negotiated  prices.  Such  transactions  may or may not involve
brokers or dealers.  The Selling  Security Holders have advised the Company that
they have not entered into any agreements,  understandings  or arrangements with
any underwriters or broker-dealers  regarding the sale of their securities,  nor
is there an underwriter  or  coordinating  broker acting in connection  with the
proposed sale of the Common Shares by the Selling Security Holders.

         The Selling  Security  Holders may effect such  transactions by selling
Common Stock directly to purchasers or to or through  broker-dealers,  which may
act as agents or principals. Such broker-dealers may receive compensation in the
form of discounts, concessions, or commissions from the Selling Security Holders
and/or the purchasers of Common Shares for whom such  broker-dealers  may act as
agents or to whom they sell as principal,  or both (which  compensation  as to a
particular broker-dealer might be in excess of customary commissions).

         The  Selling  Security  Holders  and  any  broker-dealers  that  act in
connection  with the sale of Common Shares might be deemed to be  "underwriters"
within the meaning of Section 2(11) of the Securities  Act, and any  commissions
received  by such  broker-dealers  and any  profit on the  resale of the  Common
Shares  sold  by  them  while  acting  as  principals  might  be  deemed  to  be
underwriting  discounts or  commissions  under the  Securities  Act. The Selling
Security Holders may agree to indemnify any agent,  dealer or broker-dealer that
participates  in  transactions  involving  sales of the  Common  Shares  against
certain liabilities including liabilities arising under the Securities Act.

         Because  Selling  Security  Holders may be deemed to be  "underwriters"
within the meaning of Section 2(11) of the Securities Act, the Selling  Security
Holders  will  be  subject  to  the  prospectus  delivery  requirements  of  the
Securities Act.

         The  Company  has  informed  the  Selling  Security  Holders  that  the
anti-manipulative  provisions of Regulation M promulgated under the Exchange Act
may apply to their sales in the market.

         Selling Security Holders also may resell all or a portion of the Common
Shares  in open  market  transactions  in  reliance  upon  Rule  144  under  the
Securities Act,  provided they meet the criteria and conform to the requirements
of such Rule.

         The Company will not receive any proceeds from any sales of the Selling
Security  Holder  Shares,  but will  receive the  proceeds  from the exercise of
certain Options held by the Selling Security  Holders,  which proceeds,  if any,
will be used for general corporate purposes.

         In connection with this registration by the Company,  the Company shall
use its best efforts to prepare and file with the Commission such amendments and
supplements to the registration  statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to  comply  with  the  provisions  of the  Securities  Act with  respect  to the
disposition of the shares covered by the  registration  statement for the period
required to effect the distribution of such shares.

                         EXCLUSION OF DIRECTOR LIABILITY

         Pursuant to the General  Corporation  Law of  Delaware,  the  Company's
Certificate  of  Incorporation  excludes  personal  liability on the part of its
directors to the Company for monetary  damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach of the duty
of loyalty,  acts or omissions  not in good faith or which  involve  intentional
misconduct  or a knowing  violation of law,  acts in violation of Section 174 of
the  General  Corporation  Law of  Delaware,  or any  transaction  from  which a
director receives an improper personal benefit._This exclusion of liability does
not limit any right  which a director  may have to be  indemnified  and does not
affect any director's  liability  under federal or applicable  state  securities
laws.

                                       15
DESCRIPTION OF SECURITIES

         The  authorized  capital  stock of the Company  consists of  60,000,000
shares of Common Stock,  $.00001 par value per share. At March 20, 1998, a total
of 36,639,153  Common Shares were issued and outstanding.  The holders of Common
Stock are entitled to one vote for each share held.  The  affirmative  vote of a
majority  of votes cast at a meeting  which  commences  with a lawful  quorum is
sufficient  for  approval of most matters  upon which  shareholders  may or must
vote,  including the questions  presented  for approval or  ratification  at the
Annual  Meeting.  However,  removal of a director  from  office or repeal of the
certificate of  incorporation  in its entirety require the affirmative vote of a
majority of the total voting power for approval, and certain other matters (such
as shareholder amendment of the bylaws, and amendment, repeal or adoption of any
provision  inconsistent  with  provisions in the  certificate  of  incorporation
regarding  indemnification  of  directors,  officers  and others,  exclusion  of
director  liability,  and the Company's election not to be governed by statutory
provisions  concerning  business  combinations  with  interested   shareholders)
require  the  affirmative  vote of  two-thirds  of the  total  voting  power for
approval.  Common Shares do not carry cumulative  voting rights,  and holders of
more than 50% of the Common Stock have the power to elect all directors  and, as
a practical  matter,  to control the  Company.  Holders of Common  Stock are not
entitled to preemptive  rights, and the Common Stock may only be redeemed at the
election of the Company.

         A special meeting of shareholders may be called by or at the request of
the  Chairman  of the Board,  the  President  or any two  directors,  and at the
request of persons  owning in the  aggregate not less than 20% of the issued and
outstanding Common Shares entitled to vote in elections for directors. After the
satisfaction of requirements  with respect to  preferential  dividends,  if any,
holders of Common Stock are entitled to receive, pro rata, dividends when and as
declared by the Board of Directors out of funds legally available therefor. Upon
liquidation,  dissolution or winding-up of the Company,  after  distribution  in
full of the  preferential  amount,  if any, to be  distributed to holders of the
preferred  stock,  holders of Common Stock are entitled to share  ratably in the
Company's assets legally available for distribution to its shareholders.

         The  Company's  board of directors  is  authorized  to issue  5,000,000
shares of undesignated  preferred stock,  $.00001 par value, without any further
action by the  stockholders.  The board of directors may also divide any and all
shares of preferred  stock into series and fix and determine the relative rights
and  preferences of the preferred  stock,  such as the designation of series and
the number of shares constituting such series,  dividend rights,  redemption and
sinking fund provisions,  liquidation and dissolution  preferences,  exercise or
exchange  rights and voting rights,  if any.  Issuance of preferred stock by the
board of directors will result in such shares having dividend and/or liquidation
preferences senior to the rights of the holders of Common Stock and could dilute
the voting rights of the holders of Common Stock.  There are currently no shares
of preferred stock issued and outstanding.

         The  Company  has not  paid  any cash  dividends  to date,  and no cash
dividends  will be  declared  or paid on the  Common  Shares in the  foreseeable
future.  Payment of dividends is solely at the discretion of the Company's board
of directors.

         Interwest Transfer Company, Inc., 1981 East 4800 South, Suite 100, Salt
Lake City, Utah 84117, acts as transfer agent and registrar for the Common Stock
of the Company. Their telephone number is (801) 272-9294.

                                  LEGAL OPINION

         The validity of the Common Stock  offered  hereby will be passed on for
the Company by Luce, Forward,  Hamilton & Scripps LLP, 600 West Broadway Street,
Suite 2600, San Diego, California 92101.

                                       16
EXPERTS

         The financial  statements of the Company  incorporated  by reference in
the  Prospectus  and  Registration  Statement for the fiscal years ended May 31,
1997 and 1996, respectively,  have been audited by BDO Seidman, LLP, independent
certified  public  accountants,  as set forth in their  report  incorporated  by
reference herein and in the Registration Statement, and are included in reliance
upon such report given upon the  authority of said firm as experts in accounting
and auditing.

         The financial  statements  of Metacomp,  Inc. for the fiscal year ended
July 31, 1996 have been audited by Harlan & Boettger, LLP, independent certified
public  accountants,  as set forth in their  report  incorporated  by  reference
herein and in the Registration Statement, and are included in reliance upon such
report  given  upon the  authority  of said firm as experts  in  accounting  and
auditing.

                                       17
No dealer, salesperson, or any person
has  been  authorized  to  give  any
information  or make any  representation
not contained in, or  incorporated  by
reference in, this Prospectus, and, if                   1,850,000 Shares
given or made, such information or                             of
representation must not be relied                         Common Stock
upon as having been authorized by                          offered by
authorized by the Company.  This                    Selling Security Holders
Prospectus does not of an offer to sell,
or a solicitation of an offer to buy
any of the securities offered hereby
in any jurisdiction to person to whom
it is unlawful to make such offer in
such jurisdiction.  Neither the
delivery of this Prospectus any sale
made hereunder shall, under any
circumstances, create any implication
that the information herein is correct           PATRIOT SCIENTIFIC CORPORATION
as of any time subsequent to the
date hereof, or that there has been
no change in the affairs the Company
since such date.

    ----------------------

       Table of Contents

                             Page

Additional Information...........3
Incorporation of Certain
   Documents by Reference........3
Disclosure Regarding Forward-
   Looking Statements............4
Prospectus Summary...............5                         PROSPECTUS
Risk Factors.....................7
The Company.....................12
Use of Proceeds.................13
Selling Security Holders........13
Plan of Distribution............14
Exclusion of Director Liability.15
Description of Securities.......16
Legal Opinion...................16
Experts.........................17

                                                          March 25, 1998
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-KSB for the fiscal year
                  ended May 31, 1997;

         (b)      Company's  quarterly  reports  on Form  10-QSB  for the fiscal
                  quarters ended August 31, 1997 and November 30, 1997;

         (c)      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.

Item 4.  Description of Securities.

         The  authorized  capital  stock of the Company  consists of  60,000,000
shares of Common Stock,  $.00001 par value per share. At March 20, 1998, a total
of 36,639,153  Common Shares were issued and outstanding.  The holders of Common
Stock are entitled to one vote for each share held.  The  affirmative  vote of a
majority  of votes cast at a meeting  which  commences  with a lawful  quorum is
sufficient  for  approval of most matters  upon which  shareholders  may or must
vote,  including the questions  presented  for approval or  ratification  at the
Annual  Meeting.  However,  removal of a director  from  office or repeal of the
certificate of  incorporation  in its entirety require the affirmative vote of a
majority of the total voting power for approval, and certain other matters (such
as shareholder amendment of the bylaws, and amendment, repeal or adoption of any
provision  inconsistent  with  provisions in the  certificate  of  incorporation
regarding  indemnification  of  directors,  officers  and others,  exclusion  of
director  liability,  and the Company's election not to be governed by statutory
provisions  concerning  business  combinations  with  interested   shareholders)
require  the  affirmative  vote of  two-thirds  of the  total  voting  power for
approval.  Common Shares do not carry cumulative  voting rights,  and holders of
more than 50% of the Common Stock have the power to elect all directors  and, as
a practical  matter,  to control the  Company.  Holders of Common  Stock are not
entitled to preemptive  rights, and the Common Stock may only be redeemed at the
election of the Company.

         A special meeting of shareholders may be called by or at the request of
the  Chairman  of the Board,  the  President  or any two  directors,  and at the
request of persons  owning in the  aggregate not less than 20% of the issued and
outstanding Common Shares entitled to vote in elections for directors. After the
satisfaction of requirements  with respect to  preferential  dividends,  if any,
holders of Common Stock are entitled to receive, pro rata, dividends when and as
declared by the Board of Directors out of funds legally available therefor. Upon
liquidation,  dissolution or winding-up of the Company,  after  distribution  in
full of the  preferential  amount,  if any, to be  distributed to holders of the
preferred  stock,  holders of Common Stock are entitled to share  ratably in the
Company's assets legally available for distribution to its shareholders.

         The  Company's  board of directors  is  authorized  to issue  5,000,000
shares of undesignated  preferred stock,  $.00001 par value, without any further
action by the  stockholders.  The board of directors may also divide any and all
shares of preferred  stock into series and fix and determine the relative rights
and  preferences of the preferred  stock,  such as the designation of series and
the number of shares constituting such series,  dividend rights,  redemption and
sinking fund provisions,  liquidation and dissolution  preferences,  exercise or
exchange  rights and voting rights,  if any.  Issuance of preferred stock by the
board of directors will result in such shares having dividend and/or liquidation
preferences senior to

                                      II-1
the rights of the holders of Common Stock and could dilute the voting  rights of
the holders of Common Stock.  There are  currently no shares of preferred  stock
issued and outstanding.

         The  Company  has not  paid  any cash  dividends  to date,  and no cash
dividends  will be  declared  or paid on the  Common  Shares in the  foreseeable
future.  Payment of dividends is solely at the discretion of the Company's board
of directors.

         Interwest Transfer Company, Inc., 1981 East 4800 South, Suite 100, Salt
Lake City, Utah 84117, acts as transfer agent and registrar for the Common Stock
of the Company. Their telephone number is (801) 272-9294.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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;  no common shares of the Company  registered  hereunder
have been sold or issued.

Item 8.  Exhibits.

          5.4       Consent  and  opinion of Luce,  Forward,  Hamilton & Scripps
                    LLP, Attorneys at Law

          23.5      Consent of BDO Seidman, LLP

          23.6      Consent  of  Harlan  &  Boettger,   LLP,   Certified  Public
                    Accountants

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file,  during  any  period in which  offers  and sales are being
made, a post-effective  amendment to this registration  statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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 such time shall be deemed to be the initial bona
fide offering thereof.

         (3) 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.

                                      II-2
(4)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the 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 initial bona fide
offering thereof.

         (5) Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  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 the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant 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 registrant 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  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3
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 Post Effective
Amendment No. 1 to the Registration  Statement to be signed on its behalf by the
undersigned,  thereunto duly authorized,  in San Diego, California,  on the date
below.

DATED:  March 24, 1998               PATRIOT SCIENTIFIC CORPORATION

                                     By /s/ LOWELL W. GIFFHORN
                                     Lowell W. Giffhorn, 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/ MICHAEL A. CARENZO      Director, President, Chief Executive         3/24/98
Michael A. Carenzo          Officer

/s/ ELWOOD G. NORRIS        Director, Chairman of the Board              3/24/98
Elwood G. Norris

/s/ ROBERT PUTNAM           Director, Secretary, Treasurer               3/24/98
Robert Putnam

/s/ LOWELL W. GIFFHORN      Principal Financial Officer and              3/24/98
Lowell W. Giffhorn          Principal Accounting Officer

/s/ RICHARD D. MCDANIEL     Director                                     3/24/98
Richard D. McDaniel

/s/ DONALD R. BERNIER       Director                                     3/24/98
Donald R. Bernier

/s/ HELMUT FALK, JR.        Director                                     3/24/98
Helmut Falk, Jr.

/s/ NORMAN J. DAWSON        Director, Vice President                     3/24/98
Norman J. Dawson

                                      II-4
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,  except  those  marked  as  having  previously  been  filed  with the
Securities and Exchange  Commission and which are  incorporated  by reference to
another registration  statement,  report or form. References to the "Company" in
this Exhibit Index mean PATRIOT SCIENTIFIC CORPORATION, a Delaware corporation.

          5.4       Consent  and  opinion of Luce,  Forward,  Hamilton & Scripps
                    LLP, Attorneys at Law

          23.5      Consent of BDO Seidman, LLP

          23.6      Consent  of  Harlan  &  Boettger,   LLP,   Certified  Public
                    Accountants