8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K /A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported): April 13, 2006

National Presto Industries, Inc.
(Exact name of registrant as specified in its chapter)

Wisconsin	1-2451	39-0494170
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
3925 North Hastings Way Eau Claire, Wisconsin		54703-3703
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code: 715-839-2121

N/A
(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:

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 240.13a-4(c))

Item 2.02   Results of Operations and Financial Condition — Update

        On April 19, 2006, the registrant issued a press release regarding the SEC’s clarification of its financial filing requirements. The full text of the press release is filed as Exhibit 99.1 to this Form 8-K. Such Exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

        In its Footnote I of Part IV of the Form 10-K that was filed on March 16, 2006, the Company stated that the SEC staff had proposed that the Company supplement its operating company financial statements with additional financial information like that prepared by registered investment companies. That disclosure was a reference to a staff proposal in mid-February, that the Company continue to file financial statements that were consistent with the financial reporting requirements for operating companies on Form 10-K, provided that those financials also included an additional footnote with pro forma financial statement information consistent with that dictated by the Investment Company Act regulations S-X and Form N-CSR. To the extent the data was not available, the Company would be encouraged to file incomplete financial information, as the staff deemed filing unaudited or incomplete financial information preferable to filing no financial information by the filing deadline. As at the time of the filing, the addition of a pro forma footnote was a proposal still under discussion, the Company, on the advise of counsel, characterized it in the 10-K disclosure as “under consideration”, indicating discussions about this and other issues were ongoing. The incomplete information did not exist at the time the Form 10-K was filed. Counsel has since advised against filing incomplete information.

        During and beyond the time frame that fiscal year 2005 earnings were released (February 10, 2006) and the Form10-K filed (March 16), the Company’s attorney and the SEC staff had several conversations in which the issues surrounding the proposed footnote were discussed. Then on March 28, the SEC sent a letter to Presto and its public accountants taking exception to that which was filed, in particular branding as “inaccurate and misleading to investors” the Company’s characterization of the status of the discussions with the SEC. As it appeared in the letter that the mid-February proposal was now the SEC’s final position, the Company offered to revise its footnote accordingly in its counsel’s April 4, 2006 letter to the staff. In its April 11 response the SEC staff indicated, without explanation, that it found the proposed footnote misleading, indicating it would be turning the matter over to enforcement. Counsel requested clarification and the SEC staff in a letter dated April 14, 2006, formally advised that its initial proposal on the footnote was its final position and that it would require that the financials include the pro forma audited investment company financial footnote.

Accordingly, the Company has modified Footnote I to give cognizance to the changes that have occurred since the date the Form 10-K was originally filed:

I. COMMITMENTS AND CONTINGENCIES:

In July 2002, the Securities and Exchange Commission (SEC) filed a lawsuit in the federal district court in Chicago, Illinois, against National Presto Industries, Inc. alleging the Company operated as an unregistered investment company from 1994 through 2002. The case does not involve fraud, deceptive practices, or questionable accounting methods. During the fourth quarter of 2005, the federal district judge granted the SEC’s motion for summary judgment and ordered the Company to register under the Investment Company Act. The Company filed the requisite notice of registration, indicating that the Company did not believe that it met the statutory definition of an investment company and as such, the filing was being made pursuant to the court’s order, rather than the terms and requirements of the Act. It also indicated that it would shortly be filing an application to deregister. That application was subsequently filed in January 2006. Timing of the SEC staff’s review of the application for deregistration is not known at this time. The SEC staff has formally advised Presto’s counsel that it does not object if the Company filed operating company financial statements under the 1934 Act for the period ended December 31, 2005, so long as that filing is supplemented via footnote with audited pro forma financial statement information consistent with investment company reporting requirements pursuant to Article 6 of Regulation S-X and Form N-CSR. The SEC staff has

further advised that, if audited pro forma financial information is not available at the filing deadline, unaudited/incomplete investment company financial data should be supplied as an intermediate step, but stated its view that if the Company provided unaudited/incomplete financial statements the Company would not be deemed by the SEC staff to have met its disclosure obligations under the federal securities laws. The Company has not supplemented its 1934 Act financial statements with unaudited/incomplete financial data upon advice of counsel. In order to provide an audited footnote, the Company will need to enter into an additional separate audit engagement with a public accounting firm. Presto has been informed that no reputable accounting firm will accept the investment company financial statements that Presto is currently able to prepare as the basis for an audit engagement. The preparation of such statements raises many substantive and methodological questions for which the regulations and current accounting literature provide no clear answers. Doubt has likewise been cast that even with such financials, the Company will be able to find an audit firm that will accept such an audit engagement, much less provide an unqualified opinion on the footnoted statements. Nevertheless, the Company is in the process of trying to comply with the SEC’s staff’s request.

In a letter dated April 11, the SEC staff had also asked Grant Thornton, the Company’s public accountants, if it would withdraw its unqualified opinion due to the absence of the pro forma footnote, as well as on the failure of Grant Thornton to use investment company accounting principles as the basis of the operating company audit that it did perform. Grant Thornton, in a letter dated the following day, April 12, 2006, did notify the Company citing the reasoning found in the SEC’s letter, that its opinions on the Company’s financials as of and for the three years ended December 31, 2005 and on the Company’s audit controls could no longer be relied upon. To the extent the interpretation of the SEC’s statement to Grant Thornton that the operating company audit should be done based on Investment Company accounting principles is correct, there is further doubt that even with an audited pro forma footnote, that an unqualified opinion can be rendered on the entire report,

During the process of the appeal and the SEC’s consideration of its deregistration application, the Company plans to continue to provide the investment community with operating company financial information prepared in a fashion that is consistent with its historical filings, so that investors will have a meaningful way to monitor the Company’s performance.

The Company has filed a notice of appeal from the decision to the United States Circuit Court of Appeals for the 7th Circuit. Because the appeal was from a summary judgment rather than a trial decision, the findings of the lower court will be reviewed afresh (de novo) by three judges at the appellate level. Although management believes that its position will be upheld on appeal, it can not predict either when the matter will be resolved or what the final outcome will be. The brief in support of the appeal was filed on April 7, 2005.

In addition, the Company is involved in other routine litigation incidental to its business. Management believes the ultimate outcome of this litigation will not have a material affect on the Company’s consolidated financial position, liquidity, or results of operations.

Item 4.02(b)   Independent Auditor Notice Concerning Reliance on Financial Statements as of and for the Three Years ended 12/31/2005

The Company received the notice on April 13, 2006. The Company’s public accountant, Grant Thornton, noted that in issuing its original opinion on March 16, 2006, it had relied on representations of the Company’s counsel on the status of the discussions with the SEC on the financial filing requirements for the year. The public accountant’s notice was premised on the SEC staff’s letter of April 11 which asked the accountants to indicate whether it would withdraw its opinion based on the issues highlighted in the letter, i.e., the absence of a pro forma investment company footnote now required by the staff, and on the failure to apply investment company accounting principles as the basis of the operating company audit that was performed which Grant Thornton described as the staff’s belief “that the Company’s financial statement presentation in its Form 10-K has no basis in authoritative generally accepted accounting principles given the Company’s registration as an investment company”. Discussions with the Company’s audit committee occurred on April 17, 2006.

Item 4.02(c)   Independent Accountant Response to 4.02(b)

The independent accountant did furnish the Company with a letter dated April 21, 2006, indicating it disagreed with the statement found in 4.02(b), above. The letter is attached as Exhibit 99.12. Since it is apparent that there are differences in interpretation of the positions of the parties involved, in the interest of full disclosure, the Company has also attached to this Form 8-K as exhibits 99.2 through 99.11 and 99.13 all other related and pertinent correspondence.

Item 9.01   Financial Statements and Exhibits

(c) Exhibits:

Exhibit 99.1   Press Release of National Presto Industries, Inc. dated April 19, 2006, announcing SEC clarification of financial filing requirements.

Exhibit 99.2   February 2, 2006 Letter from the Company’s SEC counsel, Martin Lybecker of WilmerHale (hereinafter “Company Counsel”) to Barry Miller, Associate Director of the Investment Management Division, formally requesting permission to file financial statements using operating company GAAP for the year ended December 31, 2005.

Exhibit 99.3   February 15,2006, mail from Brian D. Bullard, Chief Accountant of the Investment Management Division (hereinafter “SEC Chief Accountant”), containing a proposal for filing the financial statements for the year ended December 31, 2005 which authorized a Form 10-K filing using operating company GAAP, but with a pro forma audited footnote providing financials developed using investment company GAAP.

Exhibit 99.4   Two letters dated March 28, 2006 sent as facsimiles from the SEC Chief Accountant to Company Counsel and to Tom Walters of Grant Thornton objecting to the Form 10-K filed on March 16, 2006 and requesting responses in 5 business days.

Exhibit 99.5   April 4, 2006 letter from the Company Counsel to the SEC Chief Accountant in response to the March 28, 2006 letter providing a summary of the various conversations between the SEC and Counsel, apologies for any miscommunication that were attributable to him, and a proposed revision to Footnote I to the Form 10-K in accordance with the March 28, 2006 letter.

Exhibit 99.6   April 4, 2006 letter from Tom Walters of Grant Thornton in response to the March 28, 2006 letter from the SEC Chief Accountant justifying its issuance of an unqualified opinion.

Exhibit 99.7   Two letters sent via facsimile from the SEC Chief Accountant. The first, dated April 11, 2006, addressed to Company Counsel, rejected the revised footnote, indicating that the matter was being turned over to enforcement. The second one has two dates — the first page is dated April 11, 2006, while the second page has the date of April 10 and was addressed to Tom Walters of Grant Thornton, providing possible bases for a withdrawal of the accountant’s opinion and asking Grant Thornton if it would withdraw that opinion.

Exhibit 99.8   April 12, 2006 letter from Grant Thornton to the Chairman of the Company’s audit committee, and to the Chairman and CEO and CFO providing notice of the withdrawal of its opinion and the reason for the withdrawal.

Exhibit 99.9   April 13, 2006 email from Company Counsel to the SEC Chief Accountant requesting clarification of the April 11 letter, in particular the status of the February 15 proposal.

Exhibit 99.10   April 14, 2006 letter from the SEC Chief Accountant to Company Counsel responding to the Company’s April 13, 2006 request for clarification indicating that the February 15 emailed proposal was still in effect and final.

Exibit 99.11   April 17, 2006 letter from Tom Walters of Grant Thornton to the SEC’s Chief Accountant responding to the letter of April 10/11, indicating that Grant Thornton had advised the Company that its opinions for the three years ended 12/31/05 could no longer be relied upon.

Exhibit 99.12   April 21, 2006 letter from Grant Thornton to the SEC indicating disagreement with certain statements of the Company’s Form 8-K filed on April 19, 2006.

Exhibit 99.13   April 25, 2006 letter from the Company to Grant Thornton responding to its April 21, 2006 letter to the SEC.

SIGNATURE

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.

	National Presto Industries, Inc. (Registrant)
	/s/    Maryjo Cohen
Date   April 25, 2006	(Signature) Maryjo Cohen, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

PRESTO**	Tel. 715-839-2121
National Presto Industries, Inc.	Fax. 715-839-2148
Eau Claire, WI 54703-3703	715-839-2122 715-839-2242

NEWS RELEASE	CONTACT:	Randy Lieble
FOR IMMEDIATE RELEASE		(715) 839-2164

NATIONAL PRESTO INDUSTRIES, INC. ANNOUNCES
SEC CLARIFICATION OF FINANCIAL FILING REQUIREMENTS

        Eau Claire, Wisconsin (April 19, 2006) — National Presto Industries, Inc. (NYSE: NPK) announced today clarification by the Securities Exchange Commission’s (SEC) staff of its position on the format of the Company’s financial filings for the year ended December 31, 2005, and resulting action taken by its auditors.

        As previously disclosed, the SEC sued the Company in 2002 alleging that National Presto was an unregistered investment company from 1994 to 2002. The case does not involve fraud, deceptive practices, or questionable accounting methods. The Company denies that it is or ever has been an investment company. In December 2005, a federal district court in Chicago granted the SEC’s motion for summary judgment and ordered the Company to register under the Investment Company Act. In order to avoid being barred from operating in interstate commerce the Company filed the requisite notice of registration, indicating that it did not believe that it met the statutory definition of an investment company and as such, the filing was being made pursuant to the court’s order, rather than the terms and requirements of the Act. It also indicated that it would shortly be filing an application to deregister. That application was subsequently filed in January 2006 and is pending with the SEC staff. The Company has also appealed the district court’s decision to the United States Court of Appeals for the 7^th Circuit. A brief in support of that appeal was filed on April 7, 2006.

        While these actions were ongoing, discussions were initiated by the Company’s counsel with the SEC staff on the filing of financials for the year ended December 31, 2005. Pursuant to these discussions, the SEC staff proposed in mid-February that the Company continue to file financial statements that were consistent with the financial reporting requirements for operating companies on Form 10-K, provided that those financials also included an additional footnote with pro forma financial statement information consistent with that dictated by the Investment Company Act regulations S-X and Form N-CSR. To the extent the data was not available, the Company was encouraged to file incomplete financial information, as the staff deemed filing unaudited or incomplete financial information preferable to filing no financial information by the filing deadline. That information did not exist when Form 10-K was filed. Because the proposed footnote was still under discussion the Company, on the advise of counsel, characterized it in the 10-K disclosure as “under consideration”, indicating discussions about this and other issues were ongoing.

        During and beyond the time frame that fiscal year 2005 earnings were released (February 10, 2006), and the Form10-K filed (March 16), the Company’s attorney and the SEC Staff had several conversations in which the issues surrounding the proposed footnote were discussed. Then on March 28, the SEC sent a letter to Presto and its public accountants taking exception to that which was filed, in particular branding as “inaccurate and misleading to investors” the Company’s characterization of the status of the discussions with the SEC. After further correspondence both with the Company and the Company’s public accountants, the SEC staff clarified matters in a letter dated April 14, 2006, indicating that its mid-February proposal was its final position and that it would require that the financials include the pro forma audited investment company footnote. In a letter dated April 11, based on its final position, the staff also questioned Grant Thornton’s, the Company’s public accountants, basis for issuing an unqualified opinion given the staff’s most recent clarification of its financial filing requirements. As a result, Grant Thornton did notify the company in a letter dated April 12, 2006, that its opinions on the Company’s financials as of and for the three years ended December 31, 2005 and on the Company’s audit controls could no longer be relied upon due to the absence of a pro forma investment company footnote, and on the failure to apply investment company accounting principles as the basis of the operating company audit.

        In light of the SEC staff’s recent clarification, the Company is expediting its continuing efforts to obtain investment company financials for inclusion in a footnote in its financial statements. Because the investment company accounting rules are not applicable to an operating company like Presto, preparing financial statements under those accounting rules necessarily involves many difficult judgment calls, and the Company has been advised that no reputable audit firm will enter such an engagement without financials prepared by an accountant with the requisite background in investment company accounting. Doubt has likewise been cast that even with such financials, the Company will be able to find an audit firm that will accept such an audit engagement, much less provide an unqualified opinion on the footnoted statements. Moreover, given the SEC Staff’s statement to Grant Thornton that the operating company audit should be done based on Investment Company accounting principles, there is further doubt that even with such a footnote, that an unqualified opinion can be rendered on the entire report. Nevertheless, the Company is seeking to comply with the staff’s request.

        In the interim, the Company has provided notice by filing an 8-K of the SEC’s final position on the filing of financials for the year ended December 31, 2005 and the resulting withdrawal of Grant Thornton’s opinion. During the process of the appeal and the SEC’s consideration of its deregistration application, the Company will continue to provide the investment community with operating financial information prepared in a fashion that is consistent with its historical filings, so that investors will have a meaningful way of monitoring the Company’s performance.

        The Company also emphasized that these developments will not adversely affect ongoing efforts to enhance shareholder value though internal growth and acquisitions in each of its three business segments of housewares/small appliances, defense and absorbent products.

**Trademark of National Presto Industries, Inc.

EX-99.2

Exhibit 99.2

February 2, 2006	Martin E. Lybecker
	+ 1 202 663 6240 (t) + 1 202 663 6363 (f) martin.lybecker@wilmerhale.com
FOIA CONFIDENTIAL TREATMENT REQUESTED 5 U.S.C. § 552 17 C.F.R. § 200.83

By Messenger

	3:35
Barry D. Miller, Esq. Associate Director Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C, 20549
Re:     National Presto Industries, Inc.

Dear Mr. Miller:

          We represent National Presto Industries, Inc. (“National Presto”) with respect to its registration under the Investment Company Act of 1940 (“Investment Company Act”). I write to supplement the telephone messages that I left earlier this week for you and your colleagues. While I recognize that the Division has many priorities, I would like to emphasize the importance of discussing, as soon as possible, the accounting problems facing National Presto and the very condensed period in which they need to be addressed by the Division.

          For this purpose, the facts are simple. National Presto was ordered by a Federal district court judge on December 23, 2005, to register with the Commission as an investment company. National Presto filed its Form N-8A on December 27, 2005. National Presto has since filed an application pursuant to Section 8(f) seeking to deregister.

          The implications of filing Form N-8A with respect to National Presto’s financial statements, annual audit, and Sarbanes-Oxley Act compliance are unclear, potentially profound, and need to be addressed immediately. If National Presto is to be treated as a registered investment company for purposes of preparing and auditing its financial statements for the year ended December 31, 2005, there is virtually no time in which to accomplish that task, if it can be accomplished at all. Indeed, both National Presto and its auditors, Grant Thornton, spent almost all of 2005 under the assumption that National Presto was an operating company, filing its quarterly and annual reports under the Securities Exchange Act of 1934 (“Exchange Act”). Grant Thornton designed its audit plan and engaged in its auditing procedures on the assumption

Confidential Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

Wilmer Cutler Pickering Hale and Dorr LLP, 2445 M Street, NW, Washington, DC 20037
Baltimore     Beijing     Berlin     Boston     Brussels      London     Munich     New York     Northern Virginia     Oxford      Palo Alto     Waltham     Washington

Barry D. Miller, Esq.
February 2, 2006
Page 2

that National Presto was an operating company. Because National Presto has listed its shares for trading on the New York Stock Exchange (“NYSE”), its shareholders, the NYSE, and the financial analyst community have every reason to expect that National Presto will soon release its financial statements for the year ended December 31, 2005, in the same manner, and prepared in accordance with the same accounting principles used in the past. We believe that it will be quite alarming to National Presto’s shareholders, the NYSE, and the financial analyst community, and quite unprecedented to our knowledge, for an operating company whose shares are listed on the NYSE not to prepare and issue financial statements based on operating company GAAP. The most appropriate result, from the standpoint of National Presto’s shareholders and the securities markets, would be for National Presto to be allowed to prepare and release its financial statements in the same manner that it has in previous years, at least with respect to the year ended December 31, 2005.

          To that end, I would propose that the Division consider several options that would have the effect of assuring the status quo ante for the immediate future.

• First, the Division could take a no-enforcement position that National Presto could continue to file its financial statements on Form 10-K under the Exchange Act for the year ended December 31, 2005, and for the quarter ended March 31, 2006. Presumably, that would give the Division sufficient time to consider the factual and legal arguments made in the Section 8(f) application, and to determine whether or not it was prepared to support that application or set it down for a hearing. If the Division decides to support the Section 8(f) application, it makes no practical sense for National Presto to stop preparing financial statements pursuant to operating company GAAP, and it should file them under the Exchange Act for review and comment from the Division of Corporation Finance.

• Second, Section 3(b)(2) of the Investment Company Act itself provides a 60-day exemption from the Investment Company Act, which exemption has been extended by the Division through the issuance of temporary orders. Perhaps the best example of such use of Section 3(b)(2) is the Section 3(b)(2) application filed by Idealabs, Inc. in 1999. While we believe that filing an application pursuant to Section 8(f) to deregister National Presto is the most expedient method of addressing its status under the Investment Company Act, we would be glad to amend that application also to seek an order in the alternative pursuant to Section 3(b)(2) if National Presto could be assured that it would be issued temporary orders protecting it from the need to comply with the Investment Company Act, including Article 6 of Regulation S-X, until an appropriate order was issued.

Confidential Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

Barry D. Miller, Esq.
February 2, 2006
Page 3

• Third, National Presto’s Form N-8A was filed on paper, rather than through EDGAR, in compliance with the instructions that accompany Form N-8A. We believe that National Presto was effectively registered with the Commission on December 27, 2005, pursuant to the statement in Section 8(a) of the Investment Company Act that registration is effective upon receipt by the Commission. We have been informed by members of the SEC staff that, although they do not appear to be suggesting that National Presto is in any way not in complete compliance with the order issued by the Federal district court judge on December 23, 2005, it would be appropriate for National Presto to refile the Form N-8A through EDGAR. If the Division is prepared to accept that National Presto is in compliance with the Federal district court’s order of December 23, 2005, but wishes National Presto to refile Form N-8A on EDGAR, then the Division could take the position that National Presto’s registration will begin upon the refiling, not upon the initial paper filing on December 23, 2005, in which case the Division could also take the position that the financial statements for the year ended December 31, 2005, should be prepared and issued in the normal way on Form 10-K for review and comment from the Division of Corporation Finance.

          We await the opportunity to discuss these issues with you directly. Time is absolutely of the essence because the due dates for releasing earnings, completing audits, and preparing financial statements are already upon us. These issues really can’t wait, and it is critically important to National Presto and its shareholders that the Division express its views. Unfortunately, the default position for National Presto would be to prepare and issue financial statements in a manner consistent with Article 6 of Regulation S-X, and for the reasons articulated at length in the Section 8(f) application we believe that financial statements prepared in that manner will be affirmatively misleading, even if technically correct, to National Presto’s shareholders, the NYSE, and the financial analyst community.

* * * * *

          National Presto requests that this letter (“Confidential Material”) be maintained in confidence by the SEC and its staff. Accordingly, this letter has been marked “Confidential Treatment Requested by Wilmer Cutler Pickering Hale and Dorr LLP.”

          The Confidential Material concerns or may concern customarily non-public, confidential and privileged business, commercial and personal information concerning National Presto. The Confidential Material is exempt from mandatory disclosure under 5 U.S.C. § 552(b)(4) (which protects trade secrets and confidential and privileged financial and commercial information). Because the Confidential Material relates to the activities of National Presto and not the activities

Confidential Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

Barry D. Miller, Esq.
February 2, 2006
Page 4

of any federal agency, we believe it is exempt from disclosure under FOIA.¹ The Commission treats records falling within the FOIA exemption categories as “nonpublic” and “will generally not publish or make available to any person” such records. 17 C.F.R. § 200.80(b). Moreover, disclosure of this Confidential Material may be prohibited under 18 U.S.C. § 1905, and further protections may be available under the Privacy Act of 1974, 5 U.S.C. § 552a. Finally, the confidential financial and commercial information being produced voluntarily is protected from disclosure because it would not customarily be released to the public by National Presto. Critical Mass Energy Project v. Nuclear Regulatory Com’n., 975 F.2d 871 (D.C. Cir. 1992), cert. denied, 507 U.S. 984 (1993).

          In accordance with 17 C.F.R. § 200.83 and other applicable laws and regulations, the Confidential Material is submitted to the SEC with our request that it be kept in a non-public file and that only SEC staff have access to it.² If any person not a member of the SEC or its staff (including without limitation any governmental employee) should request an opportunity to inspect or copy the Confidential Material, pursuant to the FOIA or otherwise, or if you or any member of the SEC or its staff contemplates disclosure of the Confidential Material to any other person, National Presto requests that the undersigned immediately be notified of such request, be furnished a copy of all written materials pertaining to such request (including but not limited to the request itself), and be given advance notice of any intended release so that we may, if deemed necessary or appropriate, pursue any remedies available. See, e.g., Chrysler Corp. v. Brown, 441 U.S. 281 (1979). National Presto expects to be given the opportunity to object to such disclosure. We request that you telephone the undersigned rather than rely upon the U.S. mail for such notice.

          National Presto expects that, should the SEC be inclined to grant any FOIA request for the Confidential Material, the procedures set forth in the 17 C.F.R. § 200.83 and Executive Order 12,600, 52 Fed. Reg. 23,781 (June 23, 1987) will be followed. National Presto stands ready to further substantiate its request for confidential treatment and to request a hearing on the claim of exemption.

          The requests set forth in the preceding paragraphs also apply to any memoranda, notes, transcripts or other writings of any sort whatsoever that are made by, or at the request of, any employee of the Commission (or any other government agency) and which (1) incorporate,

¹          5 U.S.C. § 552(b)(6) and (b)(7)(C); U.S. Dept. of Defense v. Federal Labor Relations Authority, 510 U.S. 487 (1994); Department of Justice v. Reporters Committee for Freedom of Press, 489 U.S. 449 (1989).

²          We are mailing a copy of this letter to the Commission’s FOIA Officer in an envelope marked “FOIA Confidential Treatment Requested.”

Confidential Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

Barry D. Miller, Esq.
February 2, 2006
Page 5

include or relate to any of the Confidential Material; or (2) refer to any conference, meeting, or telephone conversation between National Presto, its current or former employees, representatives, agents, auditors or counsel on the one hand and employees of the Commission (or any other government agency) on the other, relating to the Confidential Material.

          If the SEC or its staff determines to transfer any of the Confidential Material to another federal agency or entity, we request that you forward a copy of this letter to any such agency with the Confidential Material. We request that you indicate to any such agency or entity that National Presto has requested that this material be accorded confidential treatment.

          Provision of the Confidential Material is not intended to, and does not, waive any applicable privilege or other legal basis under which information may not be subject to production. If it were found that production of any of the Confidential Material constituted disclosure of otherwise privileged matters, such disclosure would be inadvertent. By the production of such material, National Presto does not intend to and has not waived the attorney-client privilege or any other protections.

* * * * *

          I would appreciate a call at your earliest opportunity to establish a time to discuss these issues.

Sincerely,

Martin E. Lybecker

cc.	Susan F. Wyderko, Esq.
	Douglas J. Scheidt, Esq.
	Nadya B. Roytblat, Esq.
	The Honorable Christopher Cox, Chairman
	The Honorable Cynthia A. Glassman, Commissioner
	The Honorable Paul S. Atkins, Commissioner
	The Honorable Roel C. Campos, Commissioner
	The Honorable Annette L. Nazareth, Commissioner
	Maryjo Cohen, Esq.
	James Bartl, Esq.

Confidential Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

Barry D. Miller, Esq.
February 2, 2006
Page 6

Office of Freedom of Information and Privacy Act Operations

Securities and Exchange Commission

6432 General Green Way

Alexandria, Virginia 22312-2413

Confidential Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

EX-99.3

Exhibit 99.3

-----Original Message-----
From: Bullard, Brian D. [mailto:BullardB@SEC.GOV]
Sent: Wednesday, February 15, 2006 5:57 PM
To: Lybecker, Martin
Cc: Miller, Barry D.; Scheidt, Douglas J.
Subject: National Presto Industries, Inc.

Dear Mr. Lybecker,

          As we discussed on a preliminary basis last week on February 7 and 9, 2006 (and without working out any of the details), the staff would not object if, for the period ending December 31, 2005, National Presto Industries, Inc., continued to file financial statements that are consistent with financial reporting requirements for operating companies on Forms 10-K provided those financial statements also include an additional footnote with pro forma financial statement information consistent with investment company financial reporting requirements pursuant to Article 6 of Regulation S-X and Form N-CSR. We would not consider this an acceptable solution if the information required in the pro forma footnote were the subject of a confidential treatment request. Although we fully understand the Company’s concern regarding the expectations of investors and the market place to receive financial reports consistent with operating companies, we cannot discount the fact that the Company is the subject of a court order mandating it register with the Commission as an investment company. Furthermore, because registration as an investment company carries certain financial reporting obligations that differ significantly from operating companies under the federal securities laws, we feel obligated at this time to ensure such financial reporting obligations are met. We have tentatively offered this solution as a reasonable means to achieve both the Company’s and our objectives.

          We understand that the Company has initially rejected this approach citing timing and cost, among other concerns. As we mentioned, we do not believe that the Company’s situation warrants an extension of time. We have in similar cases as the Company’s, however, advised registrants to file all available information at the filing deadline, whether audited or unaudited, as an intermediate step to filing fully compliant financial statements at a date subsequent to filing deadline. In those circumstances, we believe the provision of unaudited or incomplete financial information is preferable to providing no financial information by the filing deadline, but under no circumstance, do we consider the registrant to have met its obligations under the federal securities laws. We hope to continue our dialogue and reach a reasonable solution that meets our regulatory goals while permitting the Company to achieve its goals.

          Please feel free to contact Doug Scheidt, Barry Miller, or myself to discuss this matter further.

Very truly yours,

Brian D. Bullard

Chief Accountant

EX-99.4

Exhibit 99.4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
Washington, D.C. 20549

TELEFACSIMILE TRANSMITTAL

PLEASE DELIVER THE FOLLOWING PAGES TO:

Name:	Martin E. Lybecker, Esq.
Organization:	Wilmer Hale
Facsimile Number :	202-663-6363
Total Number of Pages, Including Cover Sheet:
From :	Brian D. Bullard Chief Accountant
	DIVISION OF INVESTMENT MANAGEMENT
	Telephone Number: (202) 551-6918
	Facsimile Number: (202) 772-9283

Comments:

An official copy has been mailed to you, but I am providing a fax copy as a courtesy,

If you do not receive all pages, please telephone the above number for assistance.

Note: THIS DOCUMENT MAY CONTAIN PRIVILEGED AND NONPUBLIC INFORMATION. IT IS INTENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENTITY NAMED ABOVE, AND OTHERS WHO SPECIFICALLY HAVE BEEN AUTHORIZED TO RECEIVE IT. If you are not the intended recipient of this facsimile, or the agent responsible for delivering it to the intended recipient, you hereby are notified that any review, dissemination, distribution, or copying of this communication strictly is prohibited. If you have received this communication in error, please notify us immediately by telephone and return the original to the above address by regular postal service without making a copy. Thank you for your cooperation.

[ILLEGIBLE]

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF INVESTMENT MANAGEMENT
	March 28, 2006

CERTIFIED MAIL RETURN RECEIPT REQUESTED AND FACSIMILE
Martin E. Lybecker, Esq. WilmerHale 2445 M Street, NW Washington, DC 20037
Re:    National Presto Industries, Inc.
Dear Mr. Lybecker:
Your client, National Presto Industries, Inc. (the “Company”), filed a Form 10-K on March 15, 2006 that contained financial statements that were not prepared in accordance with generally accepted accounting principles. We note specifically that the Company’s financial statements were not prepared in a manner that is consistent with its registration status as an investment company under the Investment Company Act of 1940 (“1940 Act”). Please be advised that these financial statements do not satisfy the Company’s obligations under the 1940 Act or the periodic reporting obligations under section 15(d) of the Securities Exchange Act of 1934 (“1934 Act”).
In the footnotes to the financial statements filed on Form 10-K, the Company made the following disclosure:
	“Management believes that in the interim, the SEC staff will not object if the Company files its financial statements and related information for the year ending December 31, 2005, under the 1934 Act as an operating company rather than as an investment company under the Investment Company Act. The SEC staff has asked the Company to consider supplementing its operating company financial statements with additional financial information like that prepared by registered investment companies. Discussions regarding that request and related issues are ongoing with the SEC staff.”
We believe that this disclosure is materially inaccurate and misleading to investors, and contrary to our prior discussions. By e-mail dated February 15, 2006, which you acknowledged by e-mail dated February 16, 2006, we said;
	“As we discussed on a preliminary basis last week on February 7 and 9, 2006 (and without working out any of the details), the staff would not object if, for the period ending December 31, 2005, National Presto Industries, Inc., continued to file financial

Mr. Martin E. Lybecker, Esq. March 28, 2006
Page 2
	statements that are consistent with financial reporting requirements for operating companies on Forms 10-K provided those financial statements also include an additional footnote with pro forma financial statement information consistent with investment company financial reporting requirements pursuant to Article 6 of Regulation S-X and Form N-CSR.” (Emphasis added)
As filed, the Form 10-K did not disclose in the MD&A or financial statements any of the required investment company reporting requirements.
We, further stated:
	“We have in similar cases as the Company’s, however, advised registrants to file all available information at the filing deadline, whether audited or unaudited, as an intermediate step to filing fully compliant financial statements at a date subsequent to filing deadline. In those circumstances, we believe the provision of unaudited or incomplete financial information is preferable to providing no financial information by the filing deadline, but under no circumstance, do we consider the registrant to have met its obligations under the federal securities laws.” (Emphasis added)
The Company’s disclosure makes no mention of our specific statement that anything short of financial statements that comply with the Company’s obligations under both the 1940 and 1934 Acts does not comply with the federal securities laws. In fact, the Company’s disclosure leads investors to believe that the Company’s presentation is acceptable to the staff of the Commission and compliant with the federal securities laws.
We question whether the unqualified opinion issued by the Company’s auditors, Grant Thornton, LLP, meets professional standards given the Company’s registration status as an investment company and the accounting and financial reporting presentation associated with being an investment company. As we previously communicated to you in a conference call held on March 14, 2006, we believed professional standards would have prevented Grant Thornton from issuing an unqualified opinion on these financial statements. In that call, we requested that if Grant Thornton concluded it was able to issue an unqualified opinion, then we wanted to be informed of the basis for their conclusion prior to the Company filing its Form 10-K. To date, we have not been contacted by Grant Thornton. We have separately requested in a letter to Grant Thornton that they provide us with a written submission, within 5 business days, explaining their basis for issuing an unqualified opinion under these circumstances.
We find this matter to be extremely troubling given recent discussion between the Company and the staff on this very subject. We expect you will share this letter with the Board of Directors of the Company immediately. Please inform us when you have done so. We also expect a written response from the Company, within 5 business days of the date of this letter, addressing our concerns and containing what steps the Company is prepared to take torectify these misleading statements and provide the disclosures required for a registered investment company.

Mr. Martin E. Lybecker, Esq.
March 28, 2006
Page 3

          Should you have any questions on this matter, please contact Doug Scheidt at 202-551-6701, Barry Miller at 202-551-6725 or me at 202-551-6918.

		Very truly yours,
		Brian D. Bullard Chief Accountant
Cc:	Tom Walters Managing Partner Grant Thornton LLP

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF INVESTMENT MANAGEMENT
	March 28, 2006

CERTIFIED MAIL RETURN RECEIPT REQUESTED
AND FACSIMILE

Tom Walters
Managing Partner
Grant Thornton LLP
500 US Bank Plaza North
200 South Sixth Street
Minneapolis, MN 55402

Dear Mr. Walters:

          In a separate, letter to National Presto Industries, Inc. (the “Company”), which we have included as an attachment, we have informed the Company that we believe the Form 10-K filed by the Company on March 15, 2006 did not satisfy its requirements under the federal securities laws, including its obligation to report its financial statements as an investment company. We also informed the Company that we believe the disclosure contained in the footnotes to the financial statements regarding the SEC staff’s views on these financial statements was materially inaccurate.

          We question whether the unqualified opinion issued on the financial statements by Grant Thornton, LLP meets professional standards given the Company’s registration status as an investment company and the accounting and financial reporting presentation associated with being an investment company. We had previously communicated to the Company’s counsel, Martin Lybecker, in a conference call held on March 14, 2006 that we believed professional standards would have prevented Grant Thornton from issuing an unqualified opinion on these financial statements. In that call, we requested that if Grant Thornton concluded it was able to issue an unqualified opinion, then we wanted to be informed of the basis for your conclusion prior to the Company filing its Form 10-K. To date, we have not been contacted by you or your firm.

Mr. Tom Walters
Grant Thornton LLP
March 28, 2006
Page 2

          Please provide us with a written submission, within 5 business days, explaining your basis for issuing an unqualified opinion under these circumstances. We expect your submission will have been approved by your national practice office. Should you have any questions on this matter, please contact me at 202-551-6918.

		Very truly yours,
		Brian D. Bullard Chief Accountant
Cc:	National Presto Industries Inc. MaryJo Cohen, CEO
	Martin E. Lybecker, Esq. WilmerHale

EX-99.5

Exhibit 99.5

Mr. Brian D. Bullard
Chief Accountant
Division of Investment Management
Securities and Exchange Commission
April 4, 2006
Page 1 of 7

April 4, 2006

Mr. Brian D. Bullard
Chief Accountant
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

          Re:          National Presto Industries, Inc.

Dear Mr. Bullard:

          As you requested, this responds to your letter addressed to me dated March 28, 2006 (“Letter”), regarding the Form 10-K filed by National Presto, Industries, Inc. (“Company”), on March 15, 2006. As set forth more fully below, I accept responsibility for not making my understanding of our conversations explicit and expressing them vocally during our several conference calls. I also accept responsibility for not understanding that you believed you were instructing me to inform Grant Thornton, an entity that is not our client, that you wished to speak to them before the Company’s Form 10-K was filed if they would be issuing an “unqualified” opinion. I apologize to the Division, the Company, and Grant Thornton for any and all miscommunication issues that are attributable to me.

Summary of Statements in the Letter

          In the Letter, you allege that the Company’s financial statements were not prepared in a manner that is consistent with its registration status as an investment company under the Investment Company Act of 1940 (“1940 Act”). Additionally, you advise the Company that those financial statements do not satisfy the Company’s obligations under the 1940 Act or the periodic reporting obligations under Section 15(d) of the Securities Exchange Act of 1934 (“1934 Act”). Further, you assert that a footnote to those financial statements is materially inaccurate and misleading to investors, and contrary to our prior discussions. You note that the Company’s disclosure makes no mention of your specific statement that anything short of financial statements that comply with the Company’s obligations under both the 1940 Act and 1934 Acts would not comply with the federal securities laws, and you state that the Company’s disclosure leads investors to believe that the Company’s presentation is acceptable to the staff of the Commission and compliant with the federal securities laws. You question whether the unqualified opinion issued by Grant Thornton meets professional standards. You state that you requested in a telephone call that you wanted to be informed of the basis for a conclusion by Grant Thornton that it could issue an unqualified opinion prior to the Company filing its Form 10-K. Finally, you state that you find this matter to be extremely troubling given recent discussions between the Company and the SEC staff on this very subject, and you ask that the

Confidential Treatment Requested by National Presto, Inc.

Mr. Brian D. Bullard
Chief Accountant
Division of Investment Management
Securities and Exchange Commission
April 4, 2006
Page 2 of 7

Company respond, within five business days of the date of your letter, addressing your concerns and containing what steps the Company is prepared to take to rectify the misleading statements and provide the disclosures required for a registered investment company.

Background

          As you know, the Company filed its notice of registration on Form N-8A on December 27, 2005, pursuant to the Order for Permanent Injunction of Charles R. Norgle of the Northern District of Illinois, Eastern Division, in Case No. 02 C 5077 dated December 9, 2005, clarified on December 23, 2005, in response to the Company’s motion for suspension of that Order. The Company has filed a notice of appeal from that decision to the U.S. Court of Appeals for the Seventh Circuit. The Form N-8A filed by the Company indicates that the Company did not believe that it met the statutory definition of an investment company and, as such, the filing was being made pursuant to the Order, rather than the terms and requirements of the 1940 Act. The Company has also filed an application pursuant to Section 8(f) of the 1940 Act seeking to deregister.

Discussions Regarding Disclosure

1. February 2nd Letter

          Beginning in January, on its own initiative the Company began efforts to engage in discussions with the SEC staff regarding accounting issues. A letter dated February 2, 2006, addressed to Barry Miller (“Miller Letter”) explained that the implications of filing Form N-8A with respect to the Company’s financial statements, annual audit, and Sarbanes-Oxley Act compliance are “unclear, potentially profound, and need to be addressed immediately.” The Miller Letter explained that, if the Company was to be treated as a registered investment company for those purposes, there was virtually no time for the Company or Grant Thornton in which to accomplish that task, if it could be accomplished at all, because the Company and Grant Thornton had spent almost all of 2005 under the assumption that the Company was an operating company, filing its quarterly and annual reports under the 1934 Act. It was argued in the Miller Letter that the most appropriate result, from the standpoint of the Company’s shareholders and the securities markets, would be for the Company to be allowed to prepare and release its financial statements in the same manner that it had in previous years, at least with respect to the year ended December 31, 2005. The Company asserted that time was of the essence because the due dates for releasing earnings, completing audits, and preparing financial statements was already upon us.

2. February 7th Conference Call

          My notes indicate that our first telephonic discussion was on February 7, 2005, at 3:15 pm, and involved Douglas Scheidt, Barry Miller, and you. My notes indicate that you proffered

Confidential Treatment Requested by National Presto, Inc.

Mr. Brian D. Bullard
Chief Accountant
Division of Investment Management
Securities and Exchange Commission
April 4, 2006
Page 3 of 7

a scenario whereby the Company would continue to file Form 10-K with financial statements consistent with the accounting principles for an operating company, and you suggested that the Company prepare additional financial statements consistent with the accounting principles applicable to registered investment companies and publish them as a footnote to the Form 10-K. I undertook to discuss your suggestion with the Company, and did so.

3. February 9th Conference Call

          My notes indicate that our second telephonic discussion was on February 9, 2005, at noon, and involved Douglas Scheidt, Barry Miller, and you. My notes indicate that I expressed concern regarding whether your suggestion would not create misleading information, whether preparing two sets of accounting statements would not be prohibitively expensive, that a significant amount of time would be needed to create financial statements consistent with accounting principles applicable to registered investment companies, and whether the Company would be able to get a “unqualified” opinion from its auditors, Grant Thornton, with respect to operating company financial statements with a footnote setting forth investment company financial statements. You undertook to consider the concerns I had raised.

4. February 15th Email

          You sent an unsolicited email dated February 15, 2006, to me (“Bullard Email”). In addition to the portions of the Bullard Email quoted in the Letter, the following was also stated in the Bullard Email:

Although we fully understand the Company’s concern regarding the expectations of investors and the market place to receive financial reports consistent with operating companies, we cannot discount the fact that the Company is the subject of a court order mandating it register with the Commission as an investment company. Furthermore, because registration as an investment company carries certain financial reporting obligations that differ significantly from operating companies under the federal securities laws, we feel obligated at this time to ensure such financial reporting obligations are met. We have tentatively offered this solution as a reasonable means to achieve both the Company’s and our objectives.

          We understand that the Company has initially rejected this approach citing timing and cost, among other concerns. As we mentioned, we do not believe that the Company’s situation warrants an extension of time. We have in similar cases as the Company’s, however, advised registrants to file all available information at the filing deadline, whether audited or unaudited, as an intermediate step to filing fully compliant financial statements at a date subsequent to filing deadline. In those circumstances, we believe the provision of unaudited or incomplete financial information is preferable to providing no financial information by the filing deadline, but under no circumstance, do we consider

Confidential Treatment Requested by National Presto, Inc.

Mr. Brian D. Bullard
Chief Accountant
Division of Investment Management
Securities and Exchange Commission
April 4, 2006
Page 4 of 7

the registrant to have met its obligations under the federal securities laws. We hope to continue our dialogue and reach a reasonable solution that meets our regulatory goals while permitting the Company to achieve its goals.

          Please feel free to contact Doug Scheidt, Barry Miller, or myself to discuss this matter further. (emphasis added)

Rightly or wrongly, I understood the portions of the Bullard Email quoted in the Letter to be your aspirational goal, subject to additional discussion, not an ultimatum or a command.

5. February 21st Conference Call

          My notes indicate that our third discussion was on February 21, 2006, at 3:00 p.m., and involved just you because Messrs. Scheidt and Miller had scheduling conflicts. My notes indicate that I provided you with some information and raised certain specific concerns. Among other things, I explained that, to prepare financial statements consistent with accounting principles applicable to registered investment companies, the Company would have to hire additional accounting staff with familiarity with those accounting principles, and would have to solicit an accounting firm that was willing to accept such an auditing engagement. I volunteered that Grant Thornton was struggling with “material uncertainty” issues regarding the Company’s 1934 Act financial statements. I raised questions regarding the proper methodology for “fair valuing” the stock of operating subsidiaries, including a line of business that is spread across a subsidiary and the parent company, the need to prepare financial statements for comparative, prior years, how to report assets and earnings that relate to operating businesses, how to evaluate internal controls for purpose of the annual report certification, and how to recompute retained earnings to disclose accumulated undistributed income (or loss). I understood that you would consider the concerns that I had raised and attempt to provide responses.

6. March 14th Conference Call

          My notes indicate that our last discussion was on March 14, 2006, at 4:30 p.m., and involved Douglas Scheidt, Barry Miller, and you. My notes indicate that you explained that the Division was unwilling to try to resolve accounting issues in the abstract, but preferred to wait until the Company had a staff accountant on site, Barry Miller advised that the Division wanted the Form N-8A and the exemptive application filed pursuant to Section 8(f) refiled via EDGAR, that it would not be necessary to create financial statements for prior, comparator years, and you noted that your experience with recasting accumulated undistributed income was that there were often unexpected Federal income tax consequences to the issuer. My notes indicate that you asked whether Grant Thornton would be issuing a “qualified” or “unqualified” opinion, and mused about the basis for issuing an “unqualified” opinion. I indicated that I had no information to give you on that point. At no point during this call did I understand you to be instructing me that I was to inform Grant Thornton, an entity which is not our client, that you wished to speak to

Confidential Treatment Requested by National Presto, Inc.

Mr. Brian D. Bullard
Chief Accountant
Division of Investment Management
Securities and Exchange Commission
April 4, 2006
Page 5 of 7

them before the Company’s Form 10-K was filed if they would be issuing an “unqualified” opinion.

          Indeed, at no point during any of our four discussions nor in the Bullard Email did I ever understand the Division to be giving me instructions of any kind about any issue or point. Instead, my understanding, consistent with and confirmed by the portions of the Bullard Email quoted and highlighted above, was that our discussions would not be over until the Company and the Division had reached a mutually satisfactory resolution. I believed that you understood that I was not authorized to commit the Company to any resolution of any issues without further discussion with the Company.

          However, the Letter makes clear that, contrary to my understanding, the Division had an expectation that the Company’s Form 10-K would contain a footnote with investment company financial statements. The Letter also makes clear that, contrary to my understanding, the Division had an expectation that the Company would disclose in a footnote certain of the statements from the Bullard Email in the Letter. And the Letter also makes clear that, contrary to my understanding, you believe that you requested that you wanted to be informed of the basis for a conclusion by Grant Thornton, an entity that is not our client, that it could issue an unqualified opinion prior to the Company filing its Form 10-K. I accept responsibility for not making my understandings explicit and expressing them vocally during the March 14th conference call. I also accept responsibility for not understanding that you were instructing me to inform Grant Thornton that you wished to speak to them before the Company’s Form 10-K was filed if they would be issuing an “unqualified” opinion. I apologize to the Division, the Company, and Grant Thornton for any and all miscommunication issues that are attributable to me.

Prospective Actions

          As you know, any issuer is responsible in the first instance for preparing its financial statements, and for preparing financial statements that fairly present its financial condition. In that regard, the Company believes that the Form 10-K that it has just filed is fully compliant with its periodic reporting obligations under Section 15(d) of the 1934 Act. The Company has serious reservations regarding adding investment company financial statements in a footnote to its operating company financial statements. The Company is deeply concerned that those will be held to be false and materially misleading in any civil fraud action against the Company. While the Company does not believe that the existing footnote you have characterized as inaccurate and misleading to investors is inadequate in any respect, the Company is prepared, nonetheless, to file an amended Form 10-K adding the language emphasized in the Letter to that footnote, prefaced by a statement that the SEC staff has requested that the additional language be added. The text of the proposed revised footnote is attached as Exhibit A.

          As you know, the Company is in the process of attempting to hire a staff accountant or an accounting consultant from an auditing firm familiar with the generally accepted accounting

Confidential Treatment Requested by National Presto, Inc.

Mr. Brian D. Bullard
Chief Accountant
Division of Investment Management
Securities and Exchange Commission
April 4, 2006
Page 6 of 7

principles that are applicable to registered investment companies as they apply to an operating company whose earnings are primarily derived from its opeations. The Company has been informed that major accounting firms will not respond to a Request For Proposal (“RFP”) requesting an engagement to audit investment company financial statements until such financial statements, prepared by the Company, exist and are capable of being audited. For reasons of potential civil liability, the Company is extremely reluctant to add pro forma investment company financial statements as a footnote to its operating company financial statements before and until such investment company financial statements have been audited by a reputable accounting firm. With respect, the Company would note that, while it is pleased and grateful that the Division acknowledges the importance to the Company and its shareholders of its continuing to issue operating company financial statements subject to the 1934 Act, the no-action position taken by the Division in the Bullard Email will not protect the Company against any civil liability for issuing false and misleading financial statements. And any monetary judgment that would be assessed as a result of such litigation would be payable by the Company out of its assets, potentially (if not certainly) adversely effecting its future -- none of which is demonstrably in the best interests of the Company’s shareholders. Accordingly, the Company respectfully requests the Division’s continued forbearance while it attempts to hire an appropriate staff accountant or accounting consultant from an auditing firm and engage an accounting firm to perform this additional audit.

          As I previously informed you, the Board of Directors of the Company was informed of the Letter, and has reviewed this response to the Letter.

		Sincerely,
		Martin E. Lybecker
cc.	Maryjo Cohen, Esq.
	James Bartl, Esq.
	Susan Wyderko, Esq.
	Douglas Scheidt, Esq.
	Barry Miller, Esq.

Confidential Treatment Requested by National Presto, Inc.

Mr. Brian D. Bullard
Chief Accountant
Division of Investment Management
Securities and Exchange Commission
April 4, 2006
Page 7 of 7

Exhibit A

Management believes that, in the interim, the SEC staff will not object if the Company files its financial statements and related information for the year ending December 31, 2005, under the 1934 Act as an operating company rather than as an investment company under the Investment Company Act. The SEC staff has conditioned their no-objection position on the Company also including in those financial statements an additional footnote with pro forma financial statement information consistent with investment company financial reporting requirements pursuant to Article 6 of Regulation S-X and Form N-CSR. The SEC staff has informed the Company that, in similar cases, the SEC staff has advised registrants to file all available information at the filing deadline, whether audited or unaudited, as an intermediate step to filing fully compliant financial statements at a date subsequent to the filing deadline. The SEC staff has further informed the Company that the provision of unaudited or incomplete financial information is preferable to providing no financial information by the filing deadlines, but under no circumstances would the SEC staff consider the Company to have met its obligations under the federal securities laws.

Confidential Treatment Requested by National Presto, Inc.

EX-99.6

Exhibit 99.6

Accountants and Business Advisors
	April 4, 2006
	Mr. Brian Bullard Chief Accountant Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-5546
	Re:	National Presto Industries, Inc. – 2005 Annual Report on Form 10-K
	Dear Mr. Bullard:
	You have requested in your letter to Tom Walters, dated March 28, 2006, that Grant Thornton LLP provide you the basis for issuing an unqualified opinion on the National Presto Industries, Inc.’s (“Company”) 2005 Financial Statements. Further, you questioned why our Firm had not contacted you in advance of the Company filing its Form 10-K which contained our unqualified opinion. Per your request, we are providing this letter to answer those questions.
	Request to Contact the Staff
	In your letter, you have referenced a conference call with legal counsel for the Company where you indicated that SEC staff “believed professional standards would have prevented Grant Thornton from issuing an unqualified opinion on these financial statements...we requested that if Grant Thornton concluded it was able to issue an unqualified opinion, then we want to be informed of the basis for [that] conclusion prior to the Company filing its Form 10-K”. We believe that the reference to financial statements in your conversation and subsequent letter refers to the Company’s preparation and presentation of their Annual Financial Statements on a basis consistent with the requirements under Form 10-K of the 34 Act.
	As we have separately communicated to you in telephone communications, we were not aware of the Staff’s request to communicate with you regarding our conclusion as to the form of audit opinion we would issue on the Company’s 2005 financial statements. Neither the Company nor its attorney told us of your request prior to the filing of the Form 10-K on March 16, 2006 nor did they tell us about this request subsequent to the filing. We first learned about this request upon the receipt of your letter dated March 28, 2006.

200 S. 6th Street 500 US Bank Plaza N Minneapolis MN 55402
T    612.332.0001
F    612.332.8361
W   www.grantthornton.com	Confidential treatment requested by Grant Thornton LLP
1
Grant Thornton LLP US member of Grant Thornton International

Basis for Unqualified Opinion

The following is a summary of the events and considerations that formed the basis for our conclusion to issue an unqualified opinion.

Background

In 2005, we were retained by the Audit Committee of the Company to perform an audit of the annual financial statements and of the Company’s internal control over financial reporting as contemplated by the Securities Exchange Act of 1934 (“34 Act”). In December 2005, we became aware of the court order directing the Company to register under the Investment Company Act of 1940 (“40 Act”). In light of the Company’s subsequent registration under the 40 Act, we spoke with management and the Audit Committee to determine the Company’s reporting obligations.

Based on conversations with Company management, we were aware that the Company had retained Mr. Martin Lybecker as legal counsel to assist in addressing the 40 Act reporting requirements. In our initial conversations with management and the Company’s legal counsel, we discussed a number of questions related to the form of any Investment Company Act filings including the appropriate form of filing for the year ended December 31, 2005. Management and legal counsel indicated that they would be initiating discussions with the SEC staff to attempt to obtain answers to such questions. We confirmed with the Audit Committee chairman that the Audit Committee wanted us to continue to audit the Company as an operating company under the 34 Act until instructed otherwise.

In early February 2006, Grant discussed with the Company and its legal counsel Grant’s ability to perform an audit of the Company as required under the 40 Act. In those conversations, we indicated that the Company needed to resolve several issues regarding 40 Act reporting requirements such as the appropriate financial statements and periods to be presented and the valuation of subsidiaries, among other issues.

On February 16, subsequent to the above discussions, we became aware that the SEC staff (Investment Management division) had sent an email to the Company’s legal counsel on February 15 stating that they would not object to the Company filing operating company financial statements presented on Form 10-K, provided that the filing include a pro forma footnote containing the investment company information. Pro forma information is generally presented in an unaudited footnote to give effect to past or future transactions or events. When we received a copy of the email, we noted that it also included a statement regarding the importance of the Company filing all available financial information, unaudited or audited, as an intermediate step in order to meet its filing deadline. We noted that the email indicated that the dialogue is anticipated to continue between the SEC staff, the Company and their representatives.

Subsequent to receiving that February 15 email, the Company informed us that their legal counsel had continued to discuss reporting issues with the SEC staff. We were informed that the SEC staff had indicated that on many of the questions posed by the Company’s legal counsel, they could not provide an immediate answer and would need to get back to them.

Confidential treatment requested by Grant Thornton LLP

2

In early March, the Company stated to us that they believed based on discussions with their legal counsel that they should continue to file operating company statements without a pro forma footnote containing the investment company information. Therefore, they prepared a footnote outlining their view as to the appropriateness of their filing along with their views as to the status of the communications with the SEC staff. The Company’s legal counsel described continued discussions he had with the Staff that focused on the significant uncertainties surrounding the development of financial information required of an investment company and the fact that until those questions were resolved the Company could not begin to prepare such statements. The Company’s legal counsel told us that the SEC staff would not object to the Company’s filing their operating statements on Form 10-K without inclusion of a pro forma footnote containing the 40 Act information until such time as the SEC responded to questions on how to prepare the information.

On March 10, 2006 we held discussions with the Company’s Audit Committee and management on this matter. We revisited the key events and discussions that had occurred since the Company’s registration as an investment company. A substantial portion of the discussion addressed the conversations and correspondence between the Company’s legal counsel and the SEC staff and the status of those discussions. Management provided input as to the findings, conclusions and recommendations of legal counsel. Based on those discussions, management recommended and the Audit Committee concurred that it would be appropriate for the Company to file the 2005 operating company statements without including a pro forma footnote containing the 40 Act information as it would not be possible at that time for the Company to prepare such information. The Audit Committee communicated to us that they believed that the Company should file their financial statements in compliance with the 34 Act requirements without a pro forma footnote containing the 40 Act information, and that such filings would not be deemed an illegal act. They indicated that they believed that they had an obligation to provide financial information to their shareholders and filing as recommended by the Company’s legal counsel was in the best interests of the shareholders until an agreement as to the form and substance of the 40 Act financial information could be developed pursuant to advice from the SEC staff.

On March 13, the Company’s legal counsel provided written representation to the Company, acknowledging our reliance on such representations, that the SEC staff would not object to the Company’s filing their operating statements on Form 10-K without a pro forma footnote containing the 40 Act information.

Accordingly, we concluded that based on the above, we could issue an unqualified opinion on the operating company statements included in the Form 10-K, however, based on the material uncertainty related to the filing, we concluded that an emphasis of a matter paragraph would be appropriate to call attention to the ongoing discussions between the Company and the Staff. The form of the paragraph is as follows:

As stated in Note I to the financial statements, pursuant to a federal court order the Company was required to register as an investment company under the Investment Company Act of 1940. The Company registered in December 2005. In January 2006, the Company filed an application to deregister. The timing of the Securities and Exchange Commission’s (“SEC”) staff review of the application for deregistration is not known at

Confidential treatment requested by Grant Thornton LLP

3

this time. The Company has disclosed that discussions regarding its application for deregistration and its reporting obligations are ongoing with the SEC. In the interim, the Company has not filed the financial statements that would be required under the Investment Company Act of 1940 nor has it included financial statements that would reflect the financial information of the Company as an investment company. The ultimate outcome of these matters and future actions of the SEC, if any, are not known at this time.

Conclusion

We believed that our unqualified opinion was supported by generally accepted auditing standards given, among other factors, the determination made by the Company and their legal counsel as to the acceptability to the SEC of filing operating company statements on Form 10-K on a transitional basis, and the fact that we highlighted the material uncertainty regarding the requirement for investment company statements in light of the ongoing discussions between the Staff and the Company. We have held discussions with the Company’s Audit Committee regarding the letters received and also their views on the Company’s response. We also note that in light of those communications and recent follow-on discussions with the Staff, we will revisit the issues highlighted in your March 28 letter.

We look forward to continued dialogue with the Staff regarding these matters and the development of those resolutions which are in the best interest of the investors and compliance with securities laws.

Please contact me at 612-677-5230, or our Senior Legal Counsel, Ken Cunningham at 312-602-8404 if you have any further questions or if I can provide any further clarification on our understanding of the facts related to this situation.

Sincerely,

Thomas C. Walters
Partner

Cc:	John Archambault, Managing Partner, National Professional Standards Group, Tracy Berry, Deputy General Counsel Ken Cunningham, Senior Legal Counsel Michael Santay, Regional Partner, Professional Standards
	MaryJo Cohen, CEO, National Presto Industries, Inc. Martin Lybecker, WilmerHale Joseph Stienessen, Audit Committee Chair, National Presto Industries, Inc.

Confidential treatment requested by Grant Thornton LLP

4

EX-99.7

Exhibit 99.7

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549

TELEFACSIMILE TRANSMITTAL

PLEASE DELIVER THE FOLLOWING PAGES TO:
Name:		Marty Lybecker
Organization:		WilmerHale
Telecopier Number:		202-663-6363
Total Number of Pages, Including Cover Sheet:     4
	From:	Brian D. Bullard
		Chief Accountant
		DIVISION OF INVESTMENT MANAGEMENT
		Telephone Number: (202) 551-6918 Facsimile Number: (202) 772-9283

Comments:

Marty,

The following is a certified letter sent to you today and a copy of a certified letter sent to Grant Thornton LLP. Please call if you have any questions.

Brian
If you do not receive all pages, please telephone the above number for assistance.

Note: THIS DOCUMENT MAY CONTAIN PRIVILEGED AND NONPUBLIC INFORMATION. IT IS INTENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENTITY NAMED ABOVE, AND OTHERS WHO SPECIFICALLY HAVE BEEN AUTHORIZED TO RECEIVE IT. If you are not the intended recipient of this facsimile, or the agent responsible for delivering it to the intended recipient, you hereby are notified that any review, dissemination, distribution, or copying of this communication strictly is prohibited. If you have received this communication in error, please notify us immediately by telephone and return the original to the above address by regular postal service without making a copy. Thank you for your cooperation.

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF INVESTMENT MANAGEMENT

April 11, 2006

CERTIFIED MAIL RETURN RECEIPT REQUESTED
AND FACSIMILE

Martin E. Lybecker, Esq.
WilmerHale
2445 M Street, NW
Washington, DC 20037

Re:     National Presto Industries, Inc.

Dear Mr. Lybecker:

          We have received your letter dated April 4, 2006 responding to our letter dated March 28, 2006 to you in which we raised several concerns regarding the Form 10-K filed by National Presto Industries, Inc. (the “Company”) on March 15, 2006. We have considered the arguments made in your letter and your representation of your understanding of our conversations.

          We disagree with the substance of your footnote disclosure. It was and remains misleading to suggest that the staff would not object to the Company filing financial statements and related information as an operating company rather than as an investment company. As a registered investment company, the Company is obligated to present its financial statements in accordance with Article 6 of Regulation S-X.

          We have referred this matter to the Division of Enforcement for further consideration.

Sincerely,

Brian D. Bullard

Chief Accountant

Cc:	Maryjo Cohen
	National Presto Industries, Inc.

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF INVESTMENT MANAGEMENT

April 11, 2006

CERTIFIED MAIL RETURN RECEIPT REQUESTED
AND FACSIMILE

Tom Walters
Managing Partner
Grant Thornton LLP
500 US Bank Plaza North
200 South Sixth Street
Minneapolis, MN 55402

Re:     National Presto Industries, Inc.

Dear Mr. Walters:

          We have received your letter dated April 4, 2006 in response to our letter dated March 28, 2006 in which we raised concern regarding the audit opinion issued by Grant Thornton LLP (“Grant”) on the financial statements included in the Form 10-K filed by National Presto Industries, Inc. (the “Company”) on March 15, 2006, You represent that you were not fully aware of our views regarding the financial statements of the Company. All future communications regarding Grant’s audit opinion on the Company will be made directly with you to ensure that you are aware of our views.

          We have considered the arguments made in your letter regarding the basis for Grant issuing an unqualified audit opinion on the financial statements. We are not aware of any authoritative guidance indicating pro forma footnote disclosure is unaudited in nature, and our e-mail communication referred to in your letter did not indicate that we would accept the pro forma footnote disclosure on an unaudited basis. Further to that point, our e-mail communication stated;

“the staff would not object if, for the period ending December 31, 2005, National Presto Industries, Inc., continued to file financial statements that are consistent with financial reporting requirements for operating companies on Forms 10-K provided those financial statements also include an additional footnote with pro forma financial statement information consistent with investment company financial reporting requirements pursuant to Article 6 of Regulation S-X and Form N-CSR.” (emphasis added)

Tom Walters
Grant Thornton LLP
April 10, 2006
Page 2

The Company’s presentation, however, did not comply with the conditions under which we indicated we would not object.

          The authoritative guidance for preparing and auditing financial statements for registered investment companies is contained in Article 6 of Regulation S-X and the AICPA Audit and Accounting Guide for Investment Companies. The Company’s presentation in its Form 10-K has no basis in authoritative GAAP.¹ We therefore do not understand how Grant could have concluded, acknowledging that legal counsel for the Company may have misrepresented the staff’s views in internal discussions between the Company and Grant, that the financial statements;

“present fairly, in all material respects, the financial position of National Presto Industries, Inc, and subsidiaries as of December 31, 2005 and 2004 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America” (emphasis added)

          We note that in the last sentence to your conclusions, you indicated that Grant “will revisit the issues highlighted in your (SEC) March 28 letter.” We are unclear exactly what is meant by that statement. In light of this and previous communications among the Company, Grant, and us, please respond within 5 business days of this letter, indicating whether Grant will withdraw its opinion on the financial statements of the Company.

          Should you have any questions on this matter, please contact me at 202-551 -6918.

Very truly yours,

Brian D. Bullard

Chief Accountant

Cc:	John Archambault, Managing Partner, National Professional Standards Group
	Tracy Berry, Deputy General Counsel Ken Cunningham, Senior Legal Counsel
	Michael Santay, Regional Partner, Professional Standards

¹ As a registered investment company, the Company is obligated to present its financial statements in accordance with Article 6 of Regulation S-X. In addition to Article 6, the AICPA Audit and Accounting Guide for Investment Companies, chapter 7, outlines the form and content of financial statements for investment companies and chapter 11 provides the form and content of auditor reports for audits on registered investment companies, Neither the financial statements nor audit opinion included in the Company’s 10-K comply with the guidance in either chapter. See American Institute of Certified Public Accountants Audit and Accounting Guide, Investment Companies, May 1, 2004.

EX-99.8

Exhibit 99.8

Accountants and Business Advisors

SENT VIA FEDERAL EXPRESS AND FACSIMILE

April 12, 2006

Mr. Joseph G. Stienessen, Audit Committee Chairman

Ms. Maryjo Cohen, Chairman and Chief Executive Officer

Mr. Randy F. Lieble, Chief Financial Officer

National Presto Industries, Inc.

3925 North Hastings Way

Eau Claire, WI 54703

Dear Mr. Stienessen, Ms. Cohen, and Mr. Lieble:

Following the completion of our audits and the issuance of our opinions on National Presto Industries, Inc.’s (“National Presto”) financial statements as of and for the three years ended December 31, 2005, and the Company’s internal control over financial reporting as of December 31, 2005, Grant Thornton LLP (“Grant Thornton”) became aware of certain information that previously had not been provided to us. We have recently learned that contrary to earlier representations made to us by National Presto’s counsel, the staff of the Securities and Exchange Commission (“SEC”) does object to National Presto’s filing of its 2005 financial statements on Form 10-K.

During the course of our audit, National Presto’s counsel affirmatively represented to us that he had direct conversations with the staff of the SEC regarding the proper form of financial filing following the Company’s registration under the Investment Company Act of 1940. Counsel represented in writing that the SEC staff would not object to National Presto filing its financial statements as an operating company on Form 10-K without the inclusion of a footnote with pro forma financial statement information consistent with investment company financial reporting requirements pursuant to Article 6 of Regulation S-X and Form N-CSR. Following the filing of the Form 10-K however, the SEC staff communicated in writing to Grant Thornton that the Company’s financial statement presentation did not comply with the conditions under which they would not object. Further, the staff believes that the Company’s financial statement presentation in its Form 10-K has no basis in authoritative generally accepted accounting principles given the Company’s registration as an investment company.

175 W. Jackson Boulevard
Chicago, IL 60604
T   312.856.0200
F   312.565.4719
W  www.grantthornton.com

Grant Thornton LLP
US member of Grant Thornton International

In view of this information, our audit opinion on the financial statements as of and for the three years ended December 31, 2005, and our opinion on the Company’s internal control over financial reporting as of December 31, 2005, included in National Presto’s Form 10-K can no longer be relied upon. The Company should consult counsel to ensure that it meets its disclosure obligations.

      

GRANT THORNTON LLP

EX-99.9

Exhibit 99.9

-----Original Message-----

From: Lybecker, Martin

Sent: Thursday, April 13, 2006 3:37 PM

To: ‘Bullard, Brian D.’

Cc: Miller, Barry D.; Gorman, Richard J.; Brenner, Joe; Weiss, Harry; Douglas J. Scheidt (E-mail)

Subject: RE: Call Today at 4:30 regarding NPK

Thank you for your professional courtesy in arranging for a telephone conference call and the dial-in information. Because of travel exigencies, Harry Weiss will not be able to attend, although Joe Brenner will.

You asked in your voice mail that we provide you with our questions in advance of the telephone call. Set forth below are the initial set of questions that we would like to discuss.

• The Company intends to make a further public disclosure on this issue that is accurate, and that you believe is accurate, and we’re hoping for your assistance in helping us to do that.

• To that end, are we correct in assuming that Brian’s 2/15/06 email still accurately reflects the staff’s position?

•     If so, is there a way to draft a narrative description that you will find to be accurate? What guidance can you give us on the shortcomings you saw in the last draft that we provided?

•      Alternatively, in order to be completely accurate, we could simply attach the 2/15/06 email (and the other correspondence) as an exhibit to a filing and let the correspondence speak for itself -- would that be preferable?

• If the 2/15/06 email does not reflect your current position, what is your position?

•     If your current position is something other than the 2/15/06 email, is there any reason why it wouldn’t be accurate for the company to say that the 2/15/06 email was your prior position, and then describe your current position accurately?

Martin E. Lybecker
WilmerHale
2445 M Street N.W.
Washington, D.C. 20037 USA
(202) 663-6240
(202) 663-6363 (fax)
martin.lybecker@wilmerhale.com

EX-99.10

Exhibit 99.10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
Washington, D.C. 20549

TELEFACSIMILE TRANSMITTAL

	PLEASE DELIVER THE FOLLOWING PAGES TO:
Name:	Marty Lybecker
Organization:	Wilmer Hale
Telecopier Number:	202-663-6363
Total Number of Pages, Including Cover Sheet:     3
From:	Brian D. Bullard
	Chief Accountant
	DIVISION OF INVESTMENT MANAGEMENT
	Telephone Number: (202) 551-6935
	Facsimile Number: (202) 772-9283
Comments:

If You do not receive all pages, please telephone the above number for assistance.

Note: THIS DOCUMENT MAY CONTAIN PRIVILEGED AND NONPUBLIC INFORMATION. IT IS INTENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENTITY NAMED ABOVE, AND OTHERS WHO SPECIFICALLY HAVE BEEN AUTHORIZED TO RECEIVE IT. If you are not the intended recipient of this facsimile, or the agent responsible for delivering it to the intended recipient, you hereby are notified that any review, dissemination, distribution, or copying of this communication strictly is prohibited. If you have received this communication in error, please notify us immediately by telephone and return the original to the above address by regular postal service without making a copy. Thank you for your cooperation.

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF INVESTMENT MANAGEMENT

April 14, 2006

CERTIFIED MAIL RETURN RECEIPT REQUESTED
AND FACSIMILE

Martin E. Lybecker, Esq.

WilmerHale

2445 M Street, NW

Washington, DC 20037

Re:     National Presto Industries, Inc.

Dear Mr. Lybecker:

          This will respond to the list of questions you e-mailed to me yesterday. We stand by and reiterate the position stated in our e-mail to you of February 15, 2006, and in subsequent letters dated March 28, 2006 and April 11, 2006. That is, we do not object if, as a matter of form, National Presto files a Form 10-K “provided those financial statements also include an additional footnote with pro forma financial statement information consistent with investment company financial reporting requirements pursuant to Article 6 of Regulation S-X and Form N-CSR.”

          We also stated in the February 15 e-mail that filing unaudited financial information, while not consistent with the Investment Company Act, would be preferable to filing no information at all. But we made it clear that we viewed this as an “Intermediate step” to full compliance, which would in no way excuse your client from complying with the securities laws.

          Our February 15 e-mail does not allow for a good-faith interpretation that merely filing a Form 10-K as an operating company with none of the pro forma investment company information would be acceptable, as your client has represented to the investing public. As stated in the April 11, 2006 letter,

“It was and remains misleading to suggest that the staff would not object to the Company filing financial statements and related information as an operating company rather than as an investment company.”

Mr. Martin E. Lybecker, Esq.
April 14, 2006
Page 2

Indeed, in the appellate brief that National Presto recently filed with the Seventh Circuit, the first two sentences of footnote 13 show that National Presto is aware of its obligations.

“The SEC staff has informed Presto’s counsel that it would not object if the Company filed operating company financial statements under the 1934 Act for the period ended December 31, 2005, so long as that filing was supplemented via footnote with audited pro forma financial statement information consistent with investment company reporting requirements. The SEC staff further advised that, if audited pro forma financial information was not available at the filing deadline, unaudited/incomplete investment company financial data should be supplied as an intermediate step, but stated their view that if the Company provided unaudited/incomplete financial statements the Company would not be deemed by the SEC staff to have met its disclosure obligations under the federal securities laws.”

It seems, based on this disclosure to the Court that the Company had a clear understanding of what our February 15, 2006 e-mail stated and subsequent letters dated March 28, 2006 and April 11, 2006 reiterated. The misleading representations in the Form 10-K filed on March 15, 2006 need to be corrected immediately.

          We are troubled by the pattern of delay and inconsistent representations from National Presto. National Presto was ordered to register as an investment company on December 9, 2005, its request for a stay was denied on December 23, 2005, it filed its registration on December 27, 2005, and it became and has remained a registered investment company since that date. Four months have passed since the Company registered and became subject to the disclosure requirements of the Investment Company Act of 1940. National Presto has had ample time to compile the required financial information and obtain the requisite audit required of an entity registered under the Investment Company Act. We expect National Presto to comply with its obligations under the securities laws immediately.

          Any further communications should be directed to the Division of Enforcement.

Sincerely,

Brian D. Bullard

Chief Accountant

EX-99.11

Exhibit 99.11

[GT Letterhead]

April 17, 2006

Mr. Brian Bullard

Chief Accountant

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549-5546

Re: National Presto Industries, Inc.

Dear Mr. Bullard:

In response to your letter dated April 11, 2006, I am writing to inform you that on April 12, 2006, we communicated to the audit committee and management of National Presto Industries, Inc. (the “Company”) that the audit opinion we issued covering the Company’s financial statements as of and for the three years ended December 31, 2005, and our opinion on the Company’s internal control over financial reporting as of December 31, 2005, included in the Company’s Annual Report on Form 10-K, can no longer be relied upon.

Please contact me at 612-677-5230 or Ken Cunningham at 312-602-8404 if you have any further questions or if I can provide any further clarification on our understanding of the facts related to this situation.

Sincerely,

Thomas Walters

Grant Thornton LLP

Cc: Grant Thornton LLP

Kenneth Cunningham, Senior Counsel

National Preston Industries, Inc.

Joseph G. Stienessen, Audit Committee Chairman

MaryJo Cohen, Chairman and Chief Executive Officer

Randy F. Lieble, Chief Financial Officer

EX-99.12

Exhibit 99.12

Accountants and Business Advisors

April 21, 2006

Mr. Joseph G. Stienessen, Audit Committee Chairman

Ms. Maryjo Cohen, Chairman and Chief Executive Officer

Mr. Randy F. Lieble, Chief Financial Officer

National Presto Industries Inc.,

3925 North Hastings Way

Eau Claire, WI 54703

SENT VIA EMAIL AND OVERNIGHT MAIL

Dear Mr. Stienessen, Ms. Cohen, and Mr. Lieble:

Pursuant to Item 4.02 (c)(2) of Form 8-K, attached please find our response to your Form 8-K filed April 19, 2006.

          

1901 S. Meyers Road
Suite 455
Oakbrook Terrace, IL 60181
T   630.873.2500
F   630.873.2800
W  www.grantthornton.com

Grant Thornton LLP
US member of Grant Thornton International

Accountants and Business Advisors

April 21, 2006
U. S. Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, N.E.
Washington, DC 20549-5546
Re:	National Presto Industries, Inc. File No. 1-2451
Dear Sir or Madam:
We have read the statements made by National Presto Industries, Inc. (“National Presto” or “the Company”) which was filed with the Commission pursuant to Item 2 and 4 of Form 8-K as part of the Company’s Form 8-K report dated April 19, 2006. We disagree with certain statements concerning our Firm in such Form 8-K. We believe that National Presto should supplement or amend their Form 8-K filing as follows.
Grant Thornton LLP (“Grant Thornton” or “Grant”) disagrees with the statement that the Company received notice of non-reliance on our audit opinions on April 13, 2006. We communicated such notice to National Presto and to the Chairman of its Audit Committee by telephone conversations and by letter sent via facsimile on April 12, 2006 in addition our letter was sent by overnight mail on that same date.
Grant Thornton also disagrees with the Company’s characterization of the reasons for Grant’s notice of non-reliance. Our notice of non-reliance was based on the fact that certain information had not previously been provided to us and representations that had been made to us were not accurate. As we stated, in part, in our April 12, 2006 letter:

During the course of our audit, National Presto’s counsel affirmatively represented to us that he had direct conversations with the staff of the SEC regarding the proper form of financial filing following the Company’s registration under the Investment Company Act of 1940. Counsel represented in writing that the SEC staff would not object to National Presto filing its financial statements as an operating company on Form 10-K without the inclusion of a footnote with pro forma financial statement information consistent with investment company financial reporting requirements pursuant to Article 6 of Regulation S-X and Form N-CSR. Following the filing of the Form 10-K however, the SEC staff communicated in writing to Grant Thornton that the Company’s financial statement presentation did not comply with the conditions under which they would not object. Further, the Staff believes that the Company’s financial

1901 S. Meyers Road
suite 455
Oakbrook Terrace, IL 60181
T   630.873.2500
F   630.873.2800
W  www.grantthornton.com

Grant Thornton LLP
US member of Grant Thornton International

statement presentation in its Form 10-K has no basis in authoritative generally accepted accounting principles given the Company’s registration as an investment company.

Grant Thornton further disagrees with the Company’s statement in the Form 8-K that indicates that Grant failed to “apply investment company accounting principles as the basis of the operating company audit.” We believe this statement does not appropriately reflect that it is the Company’s responsibility to determine the applicable accounting principles under which it will report. Further, we believe that the statement related to our audit procedures as “an operating company audit” is confusing and has no basis in professional standards.

We note that the Company’s Item 4.02(b) disclosure does not specifically identify, as required by paragraph (b)(2) of that Item, the Company’s financial statements that can no longer be relied upon. We believe this disclosure should also state that our April 12, 2006 letter also communicated that our audit report on National Presto’s Internal Control over Financial Reporting as of December 31, 2005 should no longer be relied upon.

Finally, Grant Thornton further disagrees with the Company’s characterization of the matters included in the letter dated April 11, 2006 that Grant received from the SEC staff. That letter requested us to indicate to the staff whether we would withdraw our opinion(s) but did not include any statements by the SEC staff indicating why such a withdrawal would be required, as currently implied in the Company’s Form 8-K.

          

EX-99.13S

Exhibit 99.13

PRESTO LETTERHEAD

April 25, 2006

Grant Thornton
1901 S. Meyers Road
Suite 455
Oakbrook Terrace, IL 60181

Attention: Mike Santay

Gentlemen:

This letter is in response to Grant Thornton LLP’s (“Grant Thornton”) letter of April 21, 2006, to the Securities and Exchange Commission (“SEC”) concerning section 4.02 of National Presto Industries, Inc.‘s (“the Company”) April 19, 2006, Form 8-K filing.

Date of Notice – The Company believes notice of non-reliance occurred on April 13, the date on which it received Grant Thornton’s letter of April 12. That letter contained both the statement of and the reason for non-reliance on Grant Thornton’s opinion. During the phone conversation, which occurred the latter part of the day on April 12, Grant Thornton informed the Company of the intent to send the letter of non-reliance and the fact that the letter notifying the Company of non-reliance and providing the reason for non-reliance was being drafted. The actual letter was not received until the 13^th. The date/time stamp on the facsimile letter indicated it was sent after business hours on the 12th, and in fact, it was not discovered until the morning of the 13^th when the Company’s office opened for business.

Description of Information – Section 4.02 of the Form 8-K requires a brief description of the information provided by the accountant. The Company believed that it had provided such a description, i.e., the reliance on counsel’s representation of his understanding of the SEC’s positions as the basis for the original opinion, and the SEC’s subsequent statements which indicated different positions. The Company offered to include Grant Thornton’s letter as an exhibit to the Form 8-K, and requested a Word version of the letter to enable the Company to meet the deadlines of its edgarizer. Grant Thornton declined to provide the document.

Word Selection – The Company noted that Grant Thornton questioned its word selection in terms of application of accounting principles and the reference to an operating company audit. Please note that this was the Company’s interpretation of that which was written based on the clarifications provided at the audit committee meeting of April 17, which was the first occasion due to the intervening Good Friday holiday, during which a discussion could be scheduled. The Company quoted the language used in Grant Thornton’s letter as well.

Failure to state that the Internal Control Opinion was Withdrawn as Well – The Company had already stated in section 2.02 of the Form 8-K, that both the opinions on the financials and the internal controls had been withdrawn. Grant Thornton is correct that technically the information should have been repeated in section 4.02 or that section 2.02 should have been referenced.

SEC Staff’s Request for Withdrawal of the Opinion – The April 11, 2006, letter from the SEC specifically prefaced its question about withdrawing the opinion, by referencing points made in its letter, i.e., the absence of the pro forma footnote and the failure to use investment company GAAP. It also referred to earlier correspondence which was in the same vein:

        In light of this and previous communications among the Company, Grant, and us, please respond within 5 business days of this letter, indicating whether Grant will withdraw its opinion on the financial statements of the Company (emphasis added).

Grant Thornton’s April 12 letter specifically referenced the staff’s positions as stated in the staff’s April 11 communication and attributed those positions to the staff.

Because it is apparent that there are differences in interpretation of the positions of the parties involved, in the interest of full disclosure, the Company will attach as exhibits to the amended Form 8-K not only the letter that is required by Section 4.02(c)(3) (i.e., your letter of April 21, 2006), but also all of the other related correspondence. That other correspondence does include Grant Thornton’s letter of April 12, 2006 and this response.

Sincerely,



Maryjo Cohen
President and Chief Executive Officer

Cc: Josh Bushard
Tracy Berry
Ken Cunningham
Joseph Stienessen
Randy Lieble