<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                       12875 BROOKPRINTER PLACE, SUITE 300
                             POWAY, CALIFORNIA 92064
                                 (619) 679-4428
                (Address and telephone number of registrant's
                principal executive offices and principal place
                of business)

                            ROBERT PUTNAM, SECRETARY
                       12875 BROOKPRINTER PLACE, SUITE 300
                             POWAY, CALIFORNIA 92064
                                 (619) 679-4428
            (Name, address and telephone number of agent for service)


                        1992 INCENTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)

                                   COPIES TO:
                            JOHN D. BRASHER JR., ESQ.
                       BRASHER & COMPANY, ATTORNEYS AT LAW
              90 MADISON STREET, SUITE 707, DENVER, COLORADO 80206
                                 (303) 355-3000

         If any of the Securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
Dividend or Interest Reinvestment Plans, check the following line:    X
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================================================
     Title of                                       Proposed               Proposed
    Each Class                  Amount               Maximum                Maximum                Amount of
   of Securities                Being             Offering Price           Aggregate             Registration
  Being Registered            Registered            Per Share           Offering Price (2)          Fee (3)
================================================================================================================
<S>                            <C>                    <C>                 <C>                      <C>     
Common Stock (1)               750,000                $2.57               $1,927,500.00            $ 664.66
================================================================================================================
</TABLE>

 (1)   The securities registered hereunder are shares of the registrant's common
       stock, $.0001 par value, subject to issuance upon the exercise of stock
       options granted under the registrant's 1992 Incentive 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.

                                        1
<PAGE>   2
                                     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, 1995;

     (b)    Company's quarterly reports on Form 10-QSB for the fiscal quarters
            ended August 31, 1995; November 30, 1995; and February 28, 1996;

     (c)    The Company's current reports on Form 8-K dated June 6, 1995, July 
            11, 1995, July 14, 1995 and December 11, 1995.

     (d)    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 40,000,000
shares of Common Stock, $.00001 par value per share. There are no preferred
shares authorized. 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 is not subject to redemption. 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, holders of Common Stock are entitled to share ratably
in the Company's assets legally available for distribution to its shareholders.

         Options have been granted as to an aggregate of 630,000 shares issuable
under the 1992 Incentive Stock Option Plan. The Company anticipates that the
holders of options affecting approximately 630,000 shares purchasable under the
plan will enter into lock up and leakage agreements concerning the shares
purchased under the plan which will limit sales of those securities to an amount
each month not exceeding ten percent of the number subject to option. However,
permitted sales not made in a particular month may be cumulated and sold in one
or more subsequent months.

                                        2
<PAGE>   3
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 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.

5.1 Consent and opinion of Brasher & Company, counsel to the Company

10.1 1992 Incentive Stock Option Plan of the Company

10.1.1 Amendment to 1992 Incentive Stock Option Plan

23.1 Consent of BDO Seidman, LLP, independent 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.

         (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.

                                        3
<PAGE>   4
         (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 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 Act and will be governed by the final adjudication of
such issue.

                                        4
<PAGE>   5
                                   SIGNATURES

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

DATED: July 17, 1996

                                       PATRIOT SCIENTIFIC CORPORATION

                                       By /s/ MICHAEL A. CARENZO
                                          --------------------------------------
                                             MICHAEL A. CARENZO, CHIEF EXECUTIVE
                                             OFFICER

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.
<TABLE>
<CAPTION>
         Signature                                       Title                           Date
         ---------                                       -----                           ----

<S>                                              <C>                                  <C>
         /s/ MICHAEL A. CARENZO                  Director, President                  07/17/96
         --------------------------------
         MICHAEL A. CARENZO                       Chief Executive Officer

         /s/ ELWOOD G. NORRIS                    Director, Chairman of the Board      07/17/96
         --------------------------------
         ELWOOD G. NORRIS

         /s/ ROBERT PUTNAM                       Director, Secretary, Treasurer       07/17/96
         --------------------------------
         ROBERT PUTNAM                           Principal Financial Officer

                                                 Principal Accounting Officer

         /s/ RICHARD D. MCDANIEL                 Director                             07/17/96
         --------------------------------
         RICHARD D. MCDANIEL

         /s/ DONALD R. BERNIER                   Director                             07/17/96
         --------------------------------
         DONALD R. BERNIER

         /s/ PETER VR. COOPER                    Director                             07/17/96
         --------------------------------
         PETER VR. COOPER
</TABLE>

                                        5
<PAGE>   6
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                                  EXHIBIT INDEX

         The following exhibits are included as part of this registration
statement, 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.
<TABLE>
<S>                                                                                       <C>
   5.1    Consent and opinion of Brasher & Company, counsel to the Company                (1)

  10.1    1992 Incentive Stock Option Plan of the Company                                 (2)

  10.1.1  Amendment to 1992 Incentive Stock Option Plan                                   (1)

  23.1    Consent of BDO Seidman, LLP, independent certifiied public accountants          (1)

         (1) Exhibit filed herewith this Registration Statement on Form S-8.

         (2) Incorporated by reference to Exhibit 10.1 to the Company's report
         on Form 8-K dated May 12, 1992.
</TABLE>

                                        6
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{"company-data": {"conformed-name": "PATRIOT SCIENTIFIC CORP", "cik": "0000836564", "assigned-sic": "6770", "irs-number": "841070278", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08291", "film-number": "96595963"}, "business-address": {"street1": "12875 BROOKPRINTER PL STE A", "city": "POWAY", "state": "CA", "zip": "92064", "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"}}
1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                       12875 BROOKPRINTER PLACE, SUITE 300
                             POWAY, CALIFORNIA 92064
                                 (619) 679-4428
                (Address and telephone number of registrant's
                principal executive offices and principal place
                of business)

                            ROBERT PUTNAM, SECRETARY
                       12875 BROOKPRINTER PLACE, SUITE 300
                             POWAY, CALIFORNIA 92064
                                 (619) 679-4428
            (Name, address and telephone number of agent for service)

                        1992 INCENTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)

                                   COPIES TO:
                            JOHN D. BRASHER JR., ESQ.
                       BRASHER & COMPANY, ATTORNEYS AT LAW
              90 MADISON STREET, SUITE 707, DENVER, COLORADO 80206
                                 (303) 355-3000

         If any of the Securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
Dividend or Interest Reinvestment Plans, check the following line:    X
CALCULATION OF REGISTRATION FEE
================================================================================================================
     Title of                                       Proposed               Proposed
    Each Class                  Amount               Maximum                Maximum                Amount of
   of Securities                Being             Offering Price           Aggregate             Registration
  Being Registered            Registered            Per Share           Offering Price (2)          Fee (3)
================================================================================================================
Common Stock (1)               750,000                $2.57               $1,927,500.00            $ 664.66
================================================================================================================
(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 1992 Incentive 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.

                                        1
2
                                     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, 1995;

     (b)    Company's quarterly reports on Form 10-QSB for the fiscal quarters
            ended August 31, 1995; November 30, 1995; and February 28, 1996;

     (c)    The Company's current reports on Form 8-K dated June 6, 1995, July 
            11, 1995, July 14, 1995 and December 11, 1995.

     (d)    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 40,000,000
shares of Common Stock, $.00001 par value per share. There are no preferred
shares authorized. 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 is not subject to redemption. 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, holders of Common Stock are entitled to share ratably
in the Company's assets legally available for distribution to its shareholders.

         Options have been granted as to an aggregate of 630,000 shares issuable
under the 1992 Incentive Stock Option Plan. The Company anticipates that the
holders of options affecting approximately 630,000 shares purchasable under the
plan will enter into lock up and leakage agreements concerning the shares
purchased under the plan which will limit sales of those securities to an amount
each month not exceeding ten percent of the number subject to option. However,
permitted sales not made in a particular month may be cumulated and sold in one
or more subsequent months.

                                        2
3
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 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.

5.1 Consent and opinion of Brasher & Company, counsel to the Company

10.1 1992 Incentive Stock Option Plan of the Company

10.1.1 Amendment to 1992 Incentive Stock Option Plan

23.1 Consent of BDO Seidman, LLP, independent 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.

         (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.

                                        3
4
         (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 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 Act and will be governed by the final adjudication of
such issue.

                                        4
5
                                   SIGNATURES

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

DATED: July 17, 1996

                                       PATRIOT SCIENTIFIC CORPORATION

                                       By /s/ MICHAEL A. CARENZO
                                          --------------------------------------
                                             MICHAEL A. CARENZO, CHIEF EXECUTIVE
                                             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                  07/17/96
         --------------------------------
         MICHAEL A. CARENZO                       Chief Executive Officer

         /s/ ELWOOD G. NORRIS                    Director, Chairman of the Board      07/17/96
         --------------------------------
         ELWOOD G. NORRIS

         /s/ ROBERT PUTNAM                       Director, Secretary, Treasurer       07/17/96
         --------------------------------
         ROBERT PUTNAM                           Principal Financial Officer

                                                 Principal Accounting Officer

         /s/ RICHARD D. MCDANIEL                 Director                             07/17/96
         --------------------------------
         RICHARD D. MCDANIEL

         /s/ DONALD R. BERNIER                   Director                             07/17/96
         --------------------------------
         DONALD R. BERNIER

         /s/ PETER VR. COOPER                    Director                             07/17/96
         --------------------------------
         PETER VR. COOPER
5
6
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                                  EXHIBIT INDEX

         The following exhibits are included as part of this registration
statement, 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.
5.1    Consent and opinion of Brasher & Company, counsel to the Company                (1)

  10.1    1992 Incentive Stock Option Plan of the Company                                 (2)

  10.1.1  Amendment to 1992 Incentive Stock Option Plan                                   (1)

  23.1    Consent of BDO Seidman, LLP, independent certifiied public accountants          (1)

         (1) Exhibit filed herewith this Registration Statement on Form S-8.

         (2) Incorporated by reference to Exhibit 10.1 to the Company's report
         on Form 8-K dated May 12, 1992.
6