U.
S. SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-K/A


Amendment
No. 1





[ X ]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT


OF
1934





For the
Fiscal Year Ended December 31, 2007





[   ]  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





Commission
file number 000-29599





PATRIOT
NATIONAL BANCORP, INC.


(Exact
name of registrant as specified in its charter)





Connecticut
            06-1559137(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification Number)900
      Bedford StreetStamford,
      Connecticut
            06901(Address
      of principal executive offices)
            (Zip
      Code)Registrant’s  telephone
      number, including area code:
            (203)
      324-7500





Securities
registered under Section 12(b) of the Exchange Act:  None





Securities
registered under Section 12(g) of the Exchange Act:  Common Stock, par
value $2.00 per share





Indicate
by check mark if the registrant in a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act of 1933.     Yes
    No þ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 of 15(d) of the Securities Exchange Act of 1934.   Yes
    No þ




Check
whether the registrant (1) filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.


Yes     þ          No             





Check if
disclosure of delinquent filers in response to Item 405 of Regulation S-K is not
contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form
10-K.      [    ]





Check
whether the registrant is a large accelerated filer, an accelerated filer or a
non-accelerated filer in Rule 12(b) of the Exchange Act.


Large
accelerated
filer                       Accelerated
filer                    þ           Non-accelerated
filer





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12B-2 of the Act).


Yes                      No           þ





Aggregate
market value of the voting stock held by nonaffiliates of the registrant as of
June 29, 2007 based on the last sale price as reported on the NASDAQ Global
Market: $
81,190,625.





Number of
shares of the registrant’s Common Stock, par value $2.00 per share, outstanding
as of February 28, 2008:  4,751,844.





Documents Incorporated by
Reference





Proxy
Statement for 2008 Annual Meeting of Shareholders.  (A definitive
proxy statement will be filed with the Securities and Exchange Commission within
120 days after the close of the fiscal year covered by this Form
10-K.)





Incorporated
into Part III of this Form 10-K.





INDEXPageExplanatory
      NotePART
      IVItem
      15.
            Exhibits,
      Financial Statement Schedules(a)
      ExhibitsEX
      31(1)
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    OfficerEX
      31(2)
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer








Table of
Contents:





EXPLANATORY
NOTE





Patriot
National Bancorp, Inc. is filing this Amendment No. 1 on Form 10-K/A (the
“Amendment”) for the purpose of amending its Annual Report on Form 10-K for the
year ended December 31, 2007, as filed with the Securities and Exchange
Commission on March 17, 2008 (the “Original Filing”).  This Amendment
is being filed to include the appropriate form of Exhibit 31.1, Certification by
Chief Executive Officer, and Exhibit 31.2, Certification by Chief Financial
Officer, as set forth in the attached exhibits.  This Amendment does
not update or restate any information in the Original Filing.








SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Patriot
      National Bancorp, Inc.(Registrant)By:/s/ Angelo De
      CaroName:
      Angelo De CaroTitle:
      Chairman & Chief Executive OfficerDate:  May
      9, 2008