8-K

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

                                    FORM 8-K
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported): March 3, 2005 (March 7, 2005)


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


         Delaware                      0-22182                84-1070278
         --------                      -------                ----------
(State or other jurisdiction of      (Commission       (I.R.S. Empl. Ident. No.)
 incorporation or organization)      File Number)

          10989 Via Frontera, San Diego, California              92127
          -----------------------------------------              ------
          (Address of principal executive offices)             (Zip Code)

                                 (858) 674-5000
              (Registrant's telephone number, including area code)

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

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

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

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

[ ]   Pre-commencemnet communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



ITEM 4.01     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         The Audit Committee of the Registrant's Board of Directors approved the
engagement of Mayer Hoffman McCann P.C. as the Registrant's new independent
auditor effective as of March 3, 2005. The Registrant's prior independent
auditor, Nation Smith Hermes Diamond APC, was acquired by Mayer Hoffman McCann.
According to information provided to Patriot by Nation Smith's partner
representative to the Company, all of the partners of Nation Smith have become
partners of Mayer Hoffman McCann.

         The reports of Nation Smith on the financial statements of the Company
for the fiscal Years ending May 31, 2004 and 2003, were modified for an
uncertainty as to the Company's ability to continue as a going concern. The
reports for the past two years did not contain any adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to audit scope or accounting
principles.

          During Patriot's two most recently completed fiscal years, and through
the date of Nation Smith's March 3, 2005 resignation, there were no
disagreements between the Company and Nation Smith on any matter of accounting
principles or practices, financial statement disclosure or audit scope or
procedure which, if not resolved to Nation Smith's satisfaction, would have
caused the firm to make reference to the subject matter in connection with its
reports on Patriot's consolidated financial statements for either such fiscal
year or for any reporting period since the Company's last fiscal year-end.
During Patriot's two most recently completed fiscal years, and through the date
of Nation Smith's resignation, there were no reportable events as defined in
Item 304(a)(1)(iv) of Regulation S-B.

         During the fiscal years ended May 31, 2004 and 2003, and through the
date leading up to the Audit Committee's engagement of Mayer Hoffman McCann, the
Company did not consult Mayer Hoffman McCann with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B.

         Patriot provided Nation Smith with a copy of the foregoing disclosures
and requested that the firm furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether Nation Smith agrees with such
disclosures. A copy of such letter, dated March 3,2005, is filed as Exhibit 99.1
to this Current Report.


                                       2


ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit
Number         Description of Exhibits
- ------         -----------------------

99.1           Letter of Nation Smith to the Securities and Exchange Commission.


                                   SIGNATURES

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

                                     PATRIOT SCIENTIFIC CORPORATION


Dated:  March 7, 2005                By: /s/ LOWELL W. GIFFHORN
                                         ----------------------
                                         Lowell W. Giffhorn
                                         Exec. V.P. and Chief Financial Officer



                                       3

EX-99.1

                                                                    Exhibit 99.1


March 3, 2005


The Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.  20549


Ladies and Gentlemen:

     This letter is delivered by Nation Smith Hermes Diamond APC in connection
with the filing by Patriot Scientific Corporation with the Securities and
Exchange Commission of a Current Report on Form 8-K dated March 3, 2005.

     We have reviewed the contents of Item 4 of such Current Report and agree
with the statements contained therein.

     Yours truly,


     /s/ Nation Smith Hermes Diamond APC