8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 25, 2005

Patriot National Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Connecticut	0-29599	06-1559137
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

900 Bedford Street Stamford, Connecticut	06901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 324-7500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On April 25, 2005, Patriot National Bancorp, Inc. issued a press release pursuant to Rule 135 of the Securities Act of 1933, as amended, announcing the filing with the Securities and Exchange Commission of a Registration Statement on Form SB-2 for a proposed rights offering.

The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Registration Statement has not yet become effective. The securities offered by the Registration Statement may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such 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.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is being furnished pursuant to Item 8.01 above.

Exhibit No.	Description
99.1	Press Release dated April 25, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PATRIOT NATIONAL BANCORP, INC.
Date: April 25, 2005	By:   /s/ Robert F. O'Connell
	Robert F. O'Connell
	Senior Executive Vice President
	and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 25, 2005

EX-99

Exhibit 99.1

Patriot National Bancorp, Inc. Announces a Proposed Rights Offering

Stamford, Connecticut, April 25, 2005. Patriot National Bancorp, Inc. (NASDAQ SmallCap: PNBK), the parent of Patriot National Bank, announced today that it filed a registration statement with the Securities and Exchange Commission relating to a rights offering. Upon effectiveness of the registration statement, Patriot’s Board of Directors will fix a record date and distribute to its shareholders a fixed amount of non-transferable rights to subscribe for shares of its common stock. The Board of Directors will also determine the number of rights to be issued with respect to each outstanding share of common stock on the record date.

Each subscription right will entitle the holder to purchase one share of common stock at a subscription price per share to be determined by a pricing committee of the Board of Directors. Any shareholder who fully exercises his or her rights may oversubscribe for up to two additional shares of common stock per right at the same purchase price. The registration statement covers a proposed maximum offering of $12,000,000 of Patriot’s common stock. The Board of Directors has retained Sandler O’Neill & Partners, L.P. to advise it on this transaction.

Patriot anticipates that the rights offering will begin during May or June 2005, subject to the effectiveness of the registration statement filed with the SEC, and will continue for up to thirty days thereafter. Patriot plans to use the proceeds of the rights offering to continue its branch expansion program in Fairfield County, Connecticut and for general working capital purposes.

The securities are being offered by Patriot and represent new financing for the company. Shareholders will receive a prospectus and subscription materials in the mail.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The rights offering will only be made by means of a prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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.

Patriot National Bank is headquartered in Stamford, Connecticut and has nine full service branches in Stamford, Greenwich, Old Greenwich, Norwalk, Wilton and Darien, Connecticut.

Statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties. Actual results or developments may differ materially from forward-looking statements as a result of known or unknown risks, uncertainties, and other factors. These risks include, but are not limited to, risk factors described in the Company's registration statement filed with the Securities and Exchange Commission on April 25, 2005 and the risks identified from time to time in the Company’s other filings with the Securities and Exchange Commission, press releases and other communications. The Company assumes no obligation to update the forward-looking statements contained in this press release.