UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-Q**





QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934





For
                the Quarter Ended March 31, 2006
            Commission
                file number 000-29599





PATRIOT
      NATIONAL BANCORP, INC.


(Exact
      name of registrant as specified in its charter)





Connecticut
            06-1559137(State
                of incorporation)
            (I.R.S.
                Employer Identification Number)





900
      Bedford Street, Stamford, Connecticut 06901


(Address
      of principal executive offices)





(203)
      324-7500


(Registrant’s
      telephone number)





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 X No





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





Yes 
       __ No X





Indicate
      by check mark whether the registrant is a large accelerated filer, and
      accelerated filer, or a non-accelerated filer:





Large
                Accelerated Filer ____
            Accelerated
                Filer ____
            Non-Accelerated
                FilerX





State
      the
      number of shares outstanding of each of the registrant’s classes of common
      equity, as of the latest practicable date.





Common
      stock, $2.00 par value per share, 3,230,649 shares issued and outstanding as
      of
      the close of business April 30, 2006.





Transitional
      Disclosure Format (check one): Yes __ No X





Table
      of
      Contents





PagePart
                I
            FINANCIAL
                INFORMATIONItem
                1.
            Consolidated
                Financial Statements
            3Item
                2.
            Management’s
                Discussion and Analysis ofFinancial
                  Condition and Results of Operations
            17Item
                3.
            Quantitative
                and Qualitative Disclosures about Market Risk
            27Item
                4.
            Controls
                and Procedures
            30Part
                II
            OTHER
                INFORMATIONItem
                1A.
            Risk
                Factors
            30Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            34Item
                6.
            Exhibits
            34











2


PART
      I
      - FINANCIAL INFORMATION





**Item
                1.**
            **Consolidated
                Financial Statements**


**PATRIOT
      NATIONAL BANCORP, INC**


**CONSOLIDATED
      BALANCE SHEETS**


March
                31,
            
            December
                31,2006
            
            2005(Unaudited)**ASSETS**Cash
                and due from banks
            
            $
            5,812,677
            
            $
            7,220,577Federal
                funds sold
            
            
            6,100,000
            
            
            6,500,000Short
                term investments
            
            
            106,362
            
            
            2,247,028**Cash
                and cash equivalents**
            
            
            **12,019,039**
            
            
            **15,967,605**Available
                for sale securities (at fair value)
            
            
            75,170,571
            
            
            78,672,068Federal
                Reserve Bank stock
            
            
            1,022,950
            
            
            1,022,300Federal
                Home Loan Bank stock
            
            
            1,448,700
            
            
            1,296,700Loans
                receivable (net of allowance for loan losses: 2006
                $5,161,135;2005
                $4,588,335)
            
            
            408,062,353
            
            
            364,243,777Accrued
                interest receivable
            
            
            2,670,932
            
            
            2,445,417Premises
                and equipment
            
            
            2,520,252
            
            
            2,474,153Deferred
                tax asset, net
            
            
            2,739,351
            
            
            2,675,595Goodwill
            
            
            930,091
            
            
            930,091Other
                assets
            
            
            1,073,760
            
            
            913,456**Total
                assets**
            
            **$**
            **507,657,999**
            
            **$**
            **470,641,162****LIABILITIES
                AND SHAREHOLDERS' EQUITY****Liabilities**Deposits:Noninterest
                bearing deposits
            
            $
            49,834,021
            
            $
            48,797,389Interest
                bearing deposits
            
            
            393,721,281
            
            
            370,277,899**Total
                deposits**
            
            
            **443,555,302**
            
            
            **419,075,288**Federal
                Home Loan Bank borrowings
            
            
            22,000,000
            
            
            9,000,000Junior
                subordinated debt owed to unconsolidated trust
            
            
            8,248,000
            
            
            8,248,000Accrued
                expenses and other liabilities
            
            
            2,314,389
            
            
            2,943,259**Total
                liabilities**
            
            
            **476,117,691**
            
            
            **439,266,547****Shareholders'
                equity**Preferred
                stock: 1,000,000 shares authorized; no shares issuedCommon
                stock, $2 par value: 30,000,000 shares authorized; sharesissued
                and outstanding: 2006 - 3,230,649; 2005 - 3,230,649
            
            
            6,461,298
            
            
            6,461,298Additional
                paid-in capital
            
            
            21,709,224
            
            
            21,709,224Retained
                earnings
            
            
            4,577,960
            
            
            4,308,242Accumulated
                other comprehensive loss - net unrealizedloss
                on available for sale securities, net of taxes
            
            
            (1,208,174
            )
            
            (1,104,149
            )**Total
                shareholders' equity**
            
            
            **31,540,308**
            
            
            **31,374,615****Total
                liabilities and shareholders' equity**
            
            **$**
            **507,657,999**
            
            **$**
            **470,641,162**





See
      accompanying notes to consolidated financial statements.


3


**PATRIOT
      NATIONAL BANCORP, INC.**


**CONSOLIDATED
      STATEMENTS OF INCOME**


**(Unaudited)**


Three
                Months EndedMarch
                31,2006
            
            2005Interest
                and Dividend IncomeInterest
                and fees on loans
            
            $
            7,198,489
            
            $
            4,670,265Interest
                and dividends on investment securities
            
            
            778,827
            
            
            857,567Interest
                on federal funds sold
            
            
            62,776
            
            
            66,624**Total
                interest and dividend income**
            
            
            **8,040,092**
            
            
            **5,594,456**Interest
                ExpenseInterest
                on deposits
            
            
            3,086,045
            
            
            1,992,161Interest
                on Federal Home Loan Bank borrowings
            
            
            185,398
            
            
            72,043Interest
                on subordinated debt
            
            
            155,036
            
            
            115,710Interest
                on other borrowings
            
            
            2,306
            
            
            -**Total
                interest expense**
            
            
            **3,428,785**
            
            
            **2,179,914****Net
                interest income**
            
            
            **4,611,307**
            
            
            **3,414,542**Provision
                for Loan Losses
            
            
            572,800
            
            
            260,000**Net
                interest income after provision for loan losses**
            
            
            **4,038,507**
            
            
            **3,154,542**Noninterest
                IncomeMortgage
                brokerage referral fees
            
            
            366,806
            
            
            463,799Loan
                processing fees
            
            
            67,217
            
            
            78,531Fees
                and service charges
            
            
            145,199
            
            
            127,921Other
                income
            
            
            51,043
            
            
            40,764**Total
                noninterest income**
            
            
            **630,265**
            
            
            **711,015**Noninterest
                ExpensesSalaries
                and benefits
            
            
            2,313,572
            
            
            2,048,992Occupancy
                and equipment expense, net
            
            
            646,104
            
            
            493,214Data
                processing and other outside services
            
            
            423,289
            
            
            240,240Professional
                services
            
            
            128,573
            
            
            135,711Advertising
                and promotional expenses
            
            
            145,040
            
            
            110,360Loan
                administration and processing expenses
            
            
            30,477
            
            
            44,330Other
                operating expenses
            
            
            351,774
            
            
            310,529**Total
                noninterest expenses**
            
            
            **4,038,829**
            
            
            **3,383,376****Income
                before income taxes**
            
            
            **629,943**
            
            
            **482,181**Provision
                for Income Taxes
            
            
            231,000
            
            
            195,000**Net
                income**
            
            **$**
            **398,943**
            
            **$**
            **287,181****Basic
                income per share**
            
            **$**
            **0.12**
            
            **$**
            **0.12****Diluted
                income per share**
            
            **$**
            **0.12**
            
            **$**
            **0.11****Dividends
                per share**
            
            **$**
            **0.040**
            
            **$**
            **0.035**





See
      accompanying notes to consolidated financial statements.


4


**PATRIOT
      NATIONAL BANCORP, INC**


**CONSOLIDATED
      STATEMENTS OF COMPREHENSIVE INCOME (LOSS)**


**(Unaudited)**








Three
                Months EndedMarch
                31,2006
            
            2005Net
                income:
            
            $
            398,943
            
            $
            287,181Unrealized
                holding (losses) gains on securities:Unrealized
                holding losses arisingduring
                the period, net of taxes
            
            
            (104,025
            )
            
            (536,433
            )**Comprehensive
                (loss) income**
            
            **$**
            **294,918**
            
            **$**
            **(249,252**
            **)**







































































See
      accompanying notes to consolidated financial statements.




5


**PATRIOT
      NATIONAL BANCORP, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(Unaudited)**





Three
                Months EndedMarch
                31,2006
            
            2005Cash
                Flows from Operating ActivitiesNet
                income
            
            $
            398,943
            
            $
            287,181Adjustments
                to reconcile net income to net cashprovided
                by operating activities:Amortization
                and accretion of investment premiums and discounts, net
            
            
            55,187
            
            
            69,979Provision
                for loan losses
            
            
            572,800
            
            
            260,000Depreciation
                and amortization
            
            
            153,185
            
            
            135,105Changes
                in assets and liabilities:Increase
                (decrease) in deferred loan fees
            
            
            210,838
            
            
            (4,968
            )Increase
                in accrued interest receivable
            
            
            (225,515
            )
            
            (311,111
            )Increase
                in other assets
            
            
            (160,304
            )
            
            (61,257
            )Decrease
                in accrued expenses and other liabilities
            
            
            (628,870
            )
            
            (256,141
            )**Net
                cash provided by operating activities**
            
            
            **376,264**
            
            
            **118,788**Cash
                Flows from Investing ActivitiesPurchases
                of available for sale securities
            
            
            -
            
            
            (19,243,381
            )Principal
                repayments on available for sale securities
            
            
            3,278,530
            
            
            3,665,707Purchase
                of Federal Home Loan Bank Stock
            
            
            (152,000
            )
            
            -Purchase
                of Federal Reserve Bank Stock
            
            
            (650
            )
            
            (600
            )Net
                increase in loans
            
            
            (44,602,214
            )
            
            (29,907,731
            )Purchases
                of premises and equipment
            
            
            (199,284
            )
            
            (127,062
            )**Net
                cash used in investing activities**
            
            
            **(41,675,618**
            **)**
            
            **(45,613,067**
            **)**Cash
                Flows from Financing ActivitiesNet
                increase (decrease) in demand, savings and money market
                deposits
            
            
            2,538,946
            
            
            (1,053,140
            )Net
                increase in time certificates of deposits
            
            
            21,941,068
            
            
            233,666Proceeds
                from FHLB borrowings
            
            
            19,718,000
            
            
            10,000,000Principal
                repayments of FHLB borrowings
            
            
            (6,718,000
            )
            
            -Dividends
                paid on common stock
            
            
            (129,226
            )
            
            (87,024
            )Proceeds
                from issuance of common stock
            
            
            -
            
            
            30,330**Net
                cash provided by financing activities**
            
            
            **37,350,788**
            
            
            **9,123,832****Net
                decrease in cash and cash equivalents**
            
            
            **(3,948,566**
            **)**
            
            **(36,370,447**
            **)**Cash
                and cash equivalentsBeginning
            
            
            15,967,605
            
            
            55,630,466Ending
            
            $
            12,019,039
            
            $
            19,260,019






6


**PATRIOT
      NATIONAL BANCORP, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS, Continued**


**(Unaudited)**





Three
                Months EndedMarch
                31,2006
            
            2005Supplemental
                Disclosures of Cash Flow InformationCash
                paid for:Interest
            
            $
            3,378,376
            
            $
            2,177,831Income
                Taxes
            
            $
            115,000
            
            $
            74,857Supplemental
                disclosure of noncash investing and financing activities:Unrealized
                holding loss on available for salesecurities
                arising during the period
            
            $
            (167,780
            )
            $
            (865,216
            )Accrued
                dividends declared on common stock
            
            $
            129,226
            
            $
            87,129



















































































See
      accompanying notes to consolidated financial statements.


7


**PATRIOT
      NATIONAL BANCORP, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)**





**Note
                1.**
            **Basis
                of Financial Statement
                Presentation**





The
      Consolidated Balance Sheet at December 31, 2005 has been derived from
      the audited financial statements of Patriot National Bancorp, Inc. (“Bancorp”)
      at that date, but does not include all of the information and footnotes required
      by accounting principles generally accepted in the United States of America
      for
      complete financial statements.





The
      accompanying unaudited financial statements and related notes have been prepared
      pursuant to the rules and regulations of the Securities and Exchange Commission.
      Accordingly, certain information and footnote disclosures normally included
      in
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been omitted. The accompanying
      consolidated financial statements and related notes should be read in
      conjunction with the audited financial statements of Bancorp and notes thereto
      for the year ended December 31, 2005.





The
      information furnished reflects, in the opinion of management, all normal
      recurring adjustments necessary for a fair presentation of the results for
      the
      interim periods presented. The results of operations for the three months ended
      March 31, 2006 are not necessarily indicative of the results of
      operations that may be expected for the remaining quarters of 2006.





Certain
      2005 amounts have been reclassified to conform to the 2006 presentation. Such
      reclassifications had no effect on net income.





**Note
                2.**
            **Investments**





The
      following table is a summary of Bancorp’s available for sale securities
      portfolio, at fair value, at the dates shown:


March
                31,
            
            December
                31,2006
            
            2005U.
                S. Government Agency andsponsored
                agency obligations
            
            $
            16,388,594
            
            $
            16,476,684Mortgage-backed
                securities
            
            
            52,781,977
            
            
            56,195,384Money
                market preferredequity
                securities
            
            
            6,000,000
            
            
            6,000,000Total
                Available for sale securities
            
            $
            75,170,571
            
            $
            78,672,068


8


The
      amortized cost, gross unrealized gains, gross unrealized losses and fair values
      of available for sale securities at March 31, 2006 are as
      follows:





Gross
            
            GrossAmortized
            
            Unrealized
            
            Unrealized
            
            FairCost
            
            Gains
            
            Losses
            
            ValueU.S.
                Government Agency andsponsored
                agency obligations
            
            $
            16,999,493
            
            $
            -
            
            $
            (610,899
            )
            $
            16,388,594Mortgage-backed
                securities
            
            
            54,119,744
            
            
            4,961
            
            
            (1,342,728
            )
            
            52,781,977Money
                market preferredequity
                securities
            
            
            6,000,000
            
            
            -
            
            
            -
            
            
            6,000,000$
            77,119,237
            
            $
            4,961
            
            $
            (1,953,627
            )
            $
            75,170,571





At
      March 31, 2006, gross unrealized holding gains and gross unrealized
      holding losses on available for sale securities totaled $4,961 and $1,953,627,
      respectively. Of the securities with unrealized losses, there are eight U.
      S.
      Government agency or sponsored agency obligations and 24 mortgage-backed
      securities that have unrealized losses for a period in excess of twelve months
      with a combined current unrealized loss of $1,682,833. Management does not
      believe that any of the unrealized losses are other than temporary since they
      are the result of changes in the interest rate environment and they relate
      to
      debt and mortgage-backed securities issued by U. S. Government and U.S.
      Government sponsored agencies. Bancorp has the ability to hold these securities
      to maturity if necessary and expects to receive all contractual principal and
      interest related to these investments. As a result, management believes that
      these unrealized losses will not have a negative impact on future earnings
      or a
      permanent effect on capital.





**Note
                3.**
            **Loans**





The
      following table is a summary of Bancorp’s loan portfolio at the dates
      shown:





March 31,
            
            December
                31,2006
            
            2005Real
                EstateCommercial
            
            $
            135,373,694
            
            $
            129,178,889Residential
            
            
            86,581,475
            
            
            77,391,833Construction
            
            
            141,301,296
            
            
            107,232,587Commercial
            
            
            15,921,364
            
            
            15,591,818Consumer
                installment
            
            
            1,179,907
            
            
            1,106,648Consumer
                home equity
            
            
            33,868,544
            
            
            39,097,450Total
                Loans
            
            
            414,226,280
            
            
            369,599,225Premiums
                on purchased loans
            
            
            342,650
            
            
            367,491Net
                deferred fees
            
            
            (1,345,442
            )
            
            (1,134,604
            )Allowance
                for loan losses
            
            
            (5,161,135
            )
            
            (4,588,335
            )Total
                Loans
            
            $
            408,062,353
            
            $
            364,243,777


9


**Note
                4.**
            **Deposits**





The
      following table is a summary of Bancorp’s deposits at the dates
      shown:





March 31,
            
            December
                31,2006
            
            2005Noninterest
                bearing
            
            $
            49,834,021
            
            $
            48,797,389Interest
                bearingNOW
            
            
            32,377,916
            
            
            25,383,234Savings
            
            
            20,124,994
            
            
            20,089,889Money
                market
            
            
            52,271,299
            
            
            57,798,772Time
                certificates, less than $100,000
            
            
            182,464,140
            
            
            168,565,756Time
                certificates, $100,000 or more
            
            
            106,482,932
            
            
            98,440,248Total
                interest bearing
            
            
            393,721,281
            
            
            370,277,899Total
                Deposits
            
            $
            443,555,302
            
            $
            419,075,288





**Note
                5.**
            **Borrowings**





In
      addition to the outstanding borrowings disclosed on the consolidated balance
      sheet, the Bank has the ability to borrow approximately $89.1 million in
      additional advances from the Federal Home Loan Bank of Boston which includes
      a
      $2.0 million overnight line of credit. The Bank also has arranged a $3.0 million
      overnight line of credit from a correspondent bank and $10.0 million under
      a repurchase agreement; no amounts were outstanding under these two arrangements
      at March 31, 2006.





**Note
                6.**
            **Income
                per share**





Bancorp
      is required to present basic income per share and diluted income per share
      in
      its income statements. Basic income per share amounts are computed by dividing
      net income by the weighted average number of common shares outstanding. Diluted
      income per share assumes exercise of all potential common stock in weighted
      average shares outstanding, unless the effect is antidilutive. Bancorp is also
      required to provide a reconciliation of the numerator and denominator used
      in
      the computation of both basic and diluted income per share. The following is
      information about the computation of income per share for the three months
      ended
      March 31, 2006 and 2005.


10


Quarter
                ended March 31, 2006Net
                Income
            
            Shares
            
            AmountBasic
                Income Per ShareIncome
                available to common shareholders
            
            $
            398,943
            
            
            3,230,649
            
            $
            0.12Effect
                of Dilutive SecuritiesWarrants/Stock
                Options outstanding
            
            
            -
            
            
            40,518
            
            
            -Diluted
                Income Per ShareIncome
                available to common shareholdersplus
                assumed conversions
            
            $
            398,943
            
            
            3,271,167
            
            $
            0.12Quarter
                ended March 31, 2005Net
                Income
            
            
            Shares
            
            
            AmountBasic
                Income Per ShareIncome
                available to common shareholders
            
            $
            287,181
            
            
            2,487,091
            
            $
            0.12Effect
                of Dilutive SecuritiesWarrants/Stock
                Options outstanding
            
            
            -
            
            
            48,741
            
            
            (0.01
            )Diluted
                Income Per ShareIncome
                available to common shareholdersplus
                assumed conversions
            
            $
            287,181
            
            
            2,535,832
            
            $
            0.11




**Note
                7.**
            **Other
                Comprehensive Income**





Other
      comprehensive income, which is comprised solely of the change in unrealized
      gains and losses on available for sale securities, is as follows:





2006Before-Tax
            
            Tax
            
            Net-of-TaxAmount
            
            Effect
            
            AmountUnrealized
                holding loss arisingduring
                the period
            
            $
            (167,780
            )
            $
            63,755
            
            $
            (104,025
            )Reclassification
                adjustment for(gains)
                losses recognized in income
            
            
            -
            
            
            -
            
            
            -Unrealized
                holding loss on availablefor
                sale securities, net of taxes
            
            $
            (167,780
            )
            $
            63,755
            
            $
            (104,025
            )2005Before-Tax
            
            
            Tax
            
            
            Net-of-TaxAmount
            
            
            Effect
            
            
            AmountUnrealized
                holding loss arisingduring
                the period
            
            $
            (865,215
            )
            $
            328,782
            
            $
            (536,433
            )Reclassification
                adjustment for(gains)
                losses recognized in income
            
            
            -
            
            
            -
            
            
            -Unrealized
                holding loss on availablefor
                sale securities, net of taxes
            
            $
            (865,215
            )
            $
            328,782
            
            $
            (536,433
            )


11




**Note
                8.**
            **Segment
                Reporting**




Bancorp
      has two reportable segments, the commercial bank and the mortgage broker. The
      commercial bank provides its commercial customers with products such as
      commercial mortgage and construction loans, working capital loans, equipment
      loans and other business financing arrangements, and provides its consumer
      customers with residential mortgage loans, home equity loans and other consumer
      installment loans. The commercial bank segment also attracts deposits from
      both
      consumer and commercial customers, and invests such deposits in loans,
      investments and working capital. The commercial bank’s revenues are generated
      primarily from net interest income from its lending, investment and deposit
      activities.





The
      mortgage broker solicits and processes conventional mortgage loan applications
      from consumers on behalf of permanent investors and originates loans for sale.
      Revenues are generated from loan brokerage and application processing fees
      received from permanent investors and gains and origination fees from loans
      sold.





Information
      about reportable segments and a reconciliation of such information to the
      consolidated financial statements for the three months ended
      March 31, 2006 and 2005 is as follows (in
      thousands):





Quarter
                ended March 31, 2006Mortgage
            
            ConsolidatedBank
            
            Broker
            
            TotalsNet
                interest income
            
            $
            4,611
            
            $
            -
            
            $
            4,611Noninterest
                income
            
            
            41
            
            
            590
            
            
            631Noninterest
                expense
            
            
            3,362
            
            
            677
            
            
            4,039Provision
                for loan losses
            
            
            573
            
            
            -
            
            
            573Income
                before taxes
            
            
            717
            
            
            (87
            )
            
            630Assets
                at period end
            
            
            506,586
            
            
            1,072
            
            
            507,658Quarter
                ended March 31, 2005Mortgage
            
            
            ConsolidatedBank
            
            
            Broker
            
            
            TotalsNet
                interest income
            
            $
            3,415
            
            $
            -
            
            $
            3,415Noninterest
                income
            
            
            125
            
            
            586
            
            
            711Noninterest
                expense
            
            
            2,753
            
            
            630
            
            
            3,383Provision
                for loan losses
            
            
            260
            
            
            -
            
            
            260Income
                (loss) before taxes
            
            
            526
            
            
            (44
            )
            
            482Assets
                at period end
            
            
            412,582
            
            
            1,083
            
            
            413,665


12


**Note
                9.**
            **Financial
                Instruments with Off-Balance Sheet
                Risk**





In
      the
      normal course of business, Bancorp is a party to financial instruments with
      off-balance-sheet risk to meet the financing needs of its customers. These
      financial instruments include commitments to extend credit and standby letters
      of credit and involve, to varying degrees, elements of credit and interest
      rate
      risk in excess of the amounts recognized in the balance sheets. The contract
      amounts of these instruments reflect the extent of involvement Bancorp has
      in
      particular classes of financial instruments.





The
      contractual amounts of commitments to extend credit and standby letters of
      credit represent the amounts of potential accounting loss should: the contract
      be fully drawn upon, the customer default and the value of any existing
      collateral become worthless. Bancorp uses the same credit policies in making
      commitments and conditional obligations as it does for on-balance-sheet
      instruments and evaluates each customer’s creditworthiness on a case-by-case
      basis. Management believes that Bancorp controls the credit risk of these
      financial instruments through credit approvals, credit limits, monitoring
      procedures and the receipt of collateral as deemed necessary.





Financial
      instruments whose contract amounts represent credit risk are as follows at
      March 31, 2006:





Commitments
                to extend credit:Future
                loan commitments
            
            $
            75,696,875Unused
                lines of credit
            
            
            38,869,179Undisbursed
                construction loans
            
            
            60,802,609Financial
                standby letters of credit
            
            
            166,000$
            175,534,663





Commitments
      to extend credit are agreements to lend to a customer as long as there is no
      violation of any condition established in the contract. Commitments to extend
      credit generally have fixed expiration dates or other termination clauses and
      may require payment of a fee by the borrower. Since these commitments could
      expire without being drawn upon, the total commitment amounts do not necessarily
      represent future cash requirements. The amount of collateral obtained, if deemed
      necessary by Bancorp upon extension of credit, is based on management’s credit
      evaluation of the counterparty. Collateral held varies but may include
      residential and commercial property, deposits and securities.





Standby
      letters of credit are written commitments issued by Bancorp to guarantee the
      performance of a customer to a third party. The credit risk involved in issuing
      letters of credit is essentially the same as that involved in extending loan
      facilities to customers. Newly issued or modified guarantees that are not
      derivative contracts are recorded on Bancorp’s consolidated balance sheet at the
      fair value at inception. No liability related to guarantees was required to
      be
      recorded at March 31, 2006.


13


**Note
                10.**
            **Stock
                Based Compensation**





In
      December 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment” (SFAS
      123R). Under SFAS 123R, companies are no longer able to account for
      share-based compensation transactions using the intrinsic value method in
      accordance with APB Opinion No. 25 whereby compensation cost charged to expense,
      if any, was the excess of the quoted market price of the stock at the grant
      date
      (or other measurement date) over the amount an employee would pay to acquire
      the
      stock. Instead, companies are required to account for such transactions using
      a
      fair-value method and recognize the expense in the consolidated statements
      of
      income. This statement applies to all awards granted, modified, repurchased
      or
      cancelled after the required effective date.





The
      Company adopted SFAS 123R, effective January 1, 2006 using the modified
      prospective transition method; this may impact the amount of compensation
      expense recorded in future financial statements if the Company grants
      share-based compensation to employees or directors in the future.





Stock
      Options





On
      August 17, 1999, the Bank adopted a stock option plan (the “Plan”) for
      employees and directors, under which both incentive and non-qualified stock
      options were granted, and subsequently the Company assumed all obligations
      related to such options. The Plan provided for the grant of 110,000
      non-qualified and incentive stock options in 1999 to certain directors of the
      Company, with an exercise price equal to the market value of the Company’s stock
      on the date of the grant. Such options were immediately exercisable and expire
      if unexercised ten years after the date of the grant. The Company has reserved
      73,000 shares of common stock for issuance under the Plan. No additional options
      may be granted under the Plan.





A
      summary
      of the status of the stock options at March 31, 2006 and 2005 is as
      follows:





WeightedWeighted
            
            AverageAverage
            
            RemainingNumber
            
            Exercise
            
            Contractualof
                shares
            
            Price
            
            Life
                (in years)Outstanding,
                January 1, 2006
            
            
            73,000
            
            $
            10.13
            
            
            3.7Exercised
            
            
            -Outstanding,
                March 31, 2006
            
            
            73,000
            
            
            10.13
            
            
            3.5Exercisable
                at March 31, 2006
            
            
            73,000
            
            
            10.13
            
            
            3.5


14


WeightedWeighted
            
            AverageAverage
            
            RemainingNumber
            
            Exercise
            
            Contractualof
                shares
            
            Price
            
            Life
                (in years)Outstanding,
                January 1, 2005
            
            
            110,000
            
            $
            10.13
            
            
            4.7Exercised
            
            
            3,000
            
            
            10.11Outstanding,
                March 31, 2005
            
            
            107,000
            
            
            10.13
            
            
            4.5Exercisable
                at March 31, 2005
            
            
            107,000
            
            
            10.13
            
            
            4.5





The
      intrinsic value of options outstanding and exercisable at March 31, 2006 and
      2005 is $929,990 and $863,169, respectively. There were no options exercised
      during the three months ended March 31, 2006. The intrinsic value of options
      exercised during the three months ended March 31, 2005 was $24,663. There are
      no
      pro forma disclosures required for the three months ended March 31, 2006 and
      2005, because there was no compensation expense attributed to these periods
      as
      no awards were granted or vested under this Plan during these
      periods.





The
      provisions of SFAS 123R have had no impact on existing plans under the
      employment agreements discussed below:





President’s
      Agreement





Under
      the
      terms of a previous employment agreement, which expired on October 23, 2003
      (“the agreement”) between the Company and the President, the agreement provided
      that the Company granted shares of the Company’s common stock to the President
      on December 31, 2000, and annually thereafter through
      December 31,  2003. The number of shares was based on 30% of the
      President’s stipulated base salary for the preceding annual employment period.
      Compensation costs for grants through 2002 were recognized over the period
      ending with the expiration date of the agreement and compensation cost for
      the
      2003 grant is being recognized over the term of the current contract. This
      stock
      grant has been settled in cash in each year from 2001 through 2005 and is
      anticipated to settle in cash until fully settled. For the three months ended
      March 31, 2006 and 2005, $12,582 and $6,813, respectively was charged
      to expense related to this component of the agreement.





The
      agreement also provided for the grant of options to purchase a minimum of 10,000
      shares of the Company’s common stock on December 31, 2000, and
      annually thereafter through December 31, 2002, and on December 31,
      2003, if the President remained employed by the Bank. In the event that the
      Company did not have stock options available to grant at any of the stipulated
      dates, which was the case at December 31, 2000, 2001, 2002 and 2003,
      the President may then elect, on a future determination date, to be chosen
      by
      the President, to receive cash compensation in the future equal to the
      difference between the value of the Company’s stock at the time the options
      would have been granted, and the value of the Company’s stock on the
      determination date. For the three months ended March 31, 2006 and


15


2005,
      $27,063 and $18,885, respectively was charged to expense related to the option
      component of the agreement.





Stock
      Appreciation Rights Plan





During
      2001, the Company adopted the Patriot National Bancorp, Inc. 2001 Stock
      appreciation Rights Plan (the “SAR Plan”), which provided that the Company may
      grant stock appreciation rights to officers of the Company that entitle the
      officers to receive, in cash or Company common stock, the appreciation in value
      of the Company’s common stock from the date of the grant. Each award vests at
      the rate of 20% per year from the date of the grant. Any unexercised rights
      will
      expire ten years from the date of the grant. During 2001, the Company granted
      18,000 stock appreciation rights to three Company officers and for the three
      months ended March 31, 2006 and 2005, $18,900 and $14,535, respectively, was
      charged to expense under the SAR Plan.








16


**Item
                2.**
            **Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations**





**SUMMARY**





Bancorp’s
      net income of $399,000 ($0.12 basic and diluted income per share) for the
      quarter ended March 31, 2006 represents an increase of $112,000 or 39%
      compared to net income of $287,000 ($0.12 basic income per share and $0.11
      diluted income per share) for the quarter ended
      March 31, 2005.





Total
      assets increased $37.0 million from $470.6 million at December 31, 2005 to
      $507.6 million at March 31, 2006. Cash and cash equivalents
      decreased $3.9 million to $12.0 million at March 31, 2006 as
      compared to $15.9 million at December 31, 2005. The available for sale
      securities portfolio decreased $3.5 million to $75.2 million at
      March  31, 2006 from $78.7 million at December 31, 2005. The net
      loan portfolio increased $43.8 million from $364.2 million at December 31,
      2005 to $408.0 million at March 31, 2006. Deposits increased
      $24.5 million to $443.6 million at March 31, 2006 from
      $419.1 million at December 31, 2005. Borrowings increased
      $13 million from $17.2 million at December 31, 2005 to $30.2
      million at March 31, 2006.





**FINANCIAL
      CONDITION**





***Assets***





Bancorp
      reached a milestone as total assets exceeded the $500 million mark; total
      assets increased $37.0 million or 8% from $470.6 million at
      December 31, 2005 to $507.6 million at March 31, 2006. Cash
      and cash equivalents decreased $3.9 million or 25% to $12.0 million at
      March 31, 2006 as compared to $15.9 million at
      December 31, 2005. Cash and due from banks decreased
      $1.4 million; federal funds sold and short term investments decreased
      $400,000 and $2.1 million, respectively. The decrease in cash and cash
      equivalents partially funded loan growth.





***Investments***





Available
      for sale securities decreased $3.5 million or 4% from $78.7 million at
      December 31, 2005 to $75.2 million at March 31, 2006.
      The decrease in the portfolio is due to mortgage-backed security principal
      payments.





***Loans***





Bancorp’s
      net loan portfolio increased $43.8 million or 12% from $364.2 million
      at December 31, 2005 to $408.0 million at March 31, 2006.
      Significant changes in the portfolio include increases in: construction loans
      of
      $34.1 million, residential real estate loans of $9.2 million and
      commercial real estate of $6.2 million, partially offset by a decrease


17


in
      home
      equity loans of $5.2 million. The growth in loans reflects the continued
      strong real estate market in the Fairfield County, Connecticut and Westchester
      County, New York areas in which the Bank primarily conducts business. Although
      short term interest rates have increased, the interest rate environment for
      borrowers remained favorable in the first quarter of 2006.





At
      March 31, 2006, the net loan to deposit ratio was 92% and the net loan
      to total assets ratio was 80%. At December 31, 2005, the net loan to deposit
      ratio was 87% and the net loan to total assets ratio was 77%. Based on loan
      applications in process and the recent and planned hiring of additional loan
      officers, management anticipates continued loan growth during the remainder
      of
      2006.





***Critical
      Accounting Policies***





The
      preparation of the consolidated financial statements in accordance with
      accounting principles generally accepted in the United States of America
      requires management to make estimates and assumptions that affect the reported
      amounts of assets, liabilities, revenues and expenses and the disclosure of
      contingent assets and liabilities. A material estimate that is particularly
      susceptible to significant near-term change relates to the determination of
      the
      allowance for loan losses. Actual results could differ significantly from those
      estimates under different assumptions and conditions. The Company believes
      the
      following discussion addresses Bancorp’s only critical accounting policy, which
      is the policy that is most important to the presentation of Bancorp’s financial
      results. This policy requires management’s most difficult, subjective and
      complex judgments, often as a result of the need to make estimates about the
      effect of matters that are inherently uncertain.





***Allowance
      for Loan Losses***





The
      allowance for loan losses is established as losses are estimated to have
      occurred through a provision for loan losses charged to earnings. Loan losses
      are charged against the allowance when management believes the uncollectibility
      of a loan balance is confirmed. Subsequent recoveries, if any, are credited
      to
      the allowance.





The
      allowance for loan losses is evaluated on a regular basis by management and
      is
      based upon management’s periodic review of the collectibility of the loans in
      light of historical experience, the nature and volume of the loan portfolio,
      adverse situations that may affect the borrower’s ability to repay,
      estimated value of any underlying collateral and prevailing economic conditions.
      This evaluation is inherently subjective as it requires estimates that are
      susceptible to significant revision as more information becomes available.





The
      allowance consists of specific, general and unallocated components. The specific
      component relates to loans that are considered impaired. A risk rating system
      is
      utilized to measure the adequacy of the general component of the allowance
      for
      loan losses. Under this system, each loan is assigned a risk rating between
      one
      and nine, which has a corresponding


18


loan
      loss
      factor assigned, with a rating of “one” being the least risk and a rating of
“nine” reflecting the most risk or a complete loss. Risk ratings are assigned
      based upon the recommendations of the credit analyst and originating loan
      officer and confirmed by the loan committee at the initiation of the
      transactions and are reviewed and changed, when necessary, during the life
      of
      the loan. Loan loss reserve factors are multiplied against the balances in
      each
      risk rating category to arrive at the appropriate level for the allowance for
      loan losses. Loans assigned a risk rating of “six” or above are monitored more
      closely by the credit administration officers. The unallocated portion of the
      allowance reflects management’s estimate of probable but undetected losses
      inherent in the portfolio; such estimates are influenced by uncertainties in
      economic conditions, delays in obtaining information, including unfavorable
      information about a borrower’s financial condition, difficulty in identifying
      triggering events that correlate perfectly to subsequent loss rates, and risk
      factors that have not yet manifested themselves in loss allocation factors.
      Loan
      quality control is continually monitored by management subject to oversight
      by
      the board of directors through its members who serve on the loan committee.
      It
      is also reviewed by the full board of directors on a monthly basis. The
      methodology for determining the adequacy of the allowance for loan losses is
      consistently applied; however, revisions may be made to the methodology and
      assumptions based on historical information related to charge-off and recovery
      experience and management’s evaluation of the current loan
      portfolio.





Based
      upon this evaluation, management believes the allowance for loan losses of
      $5.2 million at March 31, 2006, which represents 1.25% of gross
      loans outstanding, is adequate, under prevailing economic conditions, to absorb
      losses on existing loans. At December 31, 2005, the allowance for loan
      losses was $4.6 million or 1.25% of gross loans outstanding.





**Analysis
      of Allowance for Loan Losses**


March
                31,*(Thousands
                of dollars)*
            
            2006
            
            2005Balance
                at beginning of period
            
            $
            4,588
            
            $
            3,481Charge-offs
            
            
            -
            
            
            -Recoveries
            
            
            -
            
            
            -Net
                (charge-offs) recoveries
            
            
            -
            
            
            -Provision
                charged to operations
            
            
            573
            
            
            260Balance
                at end of period
            
            $
            5,161
            
            $
            3,741Ratio
                of net (charge-offs) recoveriesduring
                the period to average loansoutstanding
                during the period.
            
            
            (0.00
            %)
            
            (0.00
            %)


19


***Non-Accrual,
      Past Due and Restructured Loans***





The
      following table presents non-accruing loans and loans past due 90 days or more
      and still accruing:





March
                31,
            
            December
                31,*(Thousands
                of dollars)*
            
            2006
            
            2005Loans
                delinquent over 90days
                still accruing
            
            $
            417
            
            $
            275Non-accruing
                loans
            
            
            4,479
            
            
            1,935Total
            
            $
            4,896
            
            $
            2,210%
                of Total Loans
            
            
            1.18
            %
            
            0.60
            %%
                of Total Assets
            
            
            0.96
            %
            
            0.47
            %





***Potential
      Problem Loans***





The
      $4.5
      million in non-accruing loans at March 31, 2006 is comprised of three
      loans that are well collateralized and in the process of collection; one loan
      in
      the amount of $840,000 is current as to contractually due principal and interest
      payments.





At
      March 31, 2006, Bancorp had no loans, other than those disclosed in
      the table above, for which management has significant doubts as to the
      ability of the borrower to comply with the present repayment terms .





***Deposits***





Total
      deposits increased $24.5 million or 6% from $419.1 million at December 31,
      2005 to $443.6 million at Mach 31, 2006. Noninterest bearing
      deposits increased $1.0 million or 2%; increases in commercial demand
      accounts and internal accounts of $1.6 million and $1.3 million,
      respectively, were partially offset by a decrease in personal checking accounts
      of $1.7 million. Interest bearing deposits increased $23.4 million or
      6% from $370.3 million at December 31, 2005 to $393.7 million at
      March 31, 2006. NOW accounts increased $7.0 million as compared
      to December 31, 2005; an increase in attorney escrow accounts of
      $9.3 million was partially offset by decreases in other NOW account
      products of $2.3 million. Certificates of deposit increased
      $21.9 million as compared to December 31, 2005 while money market
      deposit accounts decreased $5.5 million. The growth in certificates of deposit
      is the result of the competitive rates the Bank offers in order to continue
      to
      grow deposits and remain a viable source of deposit products in our market;
      these rates also prompted some money market account holders to transfer funs
      to
      certificates of deposit.


20


***Borrowings***





At
      March 31, 2006, total borrowings were $30.2 million; this
      represents an increase of $13.0 million when compared to total borrowings
      of $17.2 million at December 31, 2005. The increase in borrowings
      was necessary to fund loan demand which surpassed the inflow of deposits, the
      decrease in cash and cash equivalents and principal payments on mortgage-backed
      securities.





***Capital***





Capital
      increased $166,000; income for the first quarter was partially offset by an
      increase in the unrealized loss on available for sale securities and the
      declaration of the quarterly dividend.





***Off-Balance
      Sheet Arrangements***





During
      the first quarter of 2006 there were no significant changes in Bancorp’s
      off-balance sheet arrangements which primarily consist of commitments to
      lend.


21


**RESULTS
      OF OPERATIONS**





***Interest
      and dividend income and expense***





The
      following tables present average balance sheets (daily averages), interest
      income, interest expense and the corresponding yields earned and rates paid
      for
      major balance sheet components:





Three
                months ended March 31,2006
            
            
            
            
            
            2005Interest
            
            
            
            
            
            InterestAverage
            
            Income/
            
            Average
            
            Average
            
            Income/
            
            AverageBalance
            
            Expense
            
            Rate
            
            Balance
            
            Expense
            
            Rate*(dollars
                in thousands)*Interest
                earning assets:Loans
            
            
            $
                  389,994
            
            
            $
                  7,198
            
            
            7.38
            %
            
            $
                  287,465
            
            
            $
                  4,670
            
            
            6.50
            %Federal
                funds sold andother
                cash equivalents
            
            
            6,260
            
            
            68
            
            
            4.35
            %
            
            21,324
            
            
            118
            
            
            2.21
            %Investments
            
            
            79,952
            
            
            774
            
            
            3.87
            %
            
            89,838
            
            
            806
            
            
            3.59
            %Total
                interestearning
                assets
            
            
            476,206
            
            
            8,040
            
            
            6.75
            %
            
            398,627
            
            
            5,594
            
            
            5.61
            %Cash
                and due from banks
            
            
            5,574
            
            
            
            
            
            
            
            
            4,532Premises
                and equipment, net
            
            
            2,327
            
            
            
            
            
            
            
            
            2,001Allowance
                for loan losses
            
            
            (4,857
            )
            
            
            
            
            
            
            
            (3,582
            )Other
                assets
            
            
            6,345
            
            
            
            
            
            
            
            
            5,894Total
                Assets
            
            
            $
                  485,595
            
            
            
            
            
            
            
            
            $
                  407,472Interest
                bearing liabilities:Deposits
            
            
            $
                  379,080
            
            
            $
                  3,086
            
            
            3.26
            %
            
            $
                  326,018
            
            
            $
                  1,992
            
            
            2.44
            %FHLB
                advances
            
            
            16,480
            
            
            186
            
            
            4.51
            %
            
            8,111
            
            
            72
            
            
            3.55
            %Subordinated
                debt
            
            
            8,248
            
            
            155
            
            
            7.52
            %
            
            8,248
            
            
            116
            
            
            5.63
            %Other
                borrowings
            
            
            193
            
            
            2
            
            
            4.15
            %
            
            -
            
            
            -
            
            
            -Total
                interestbearing
                liabilities
            
            
            404,001
            
            
            3,429
            
            
            3.40
            %
            
            342,377
            
            
            2,180
            
            
            2.55
            %Demand
                deposits
            
            
            45,606
            
            
            
            
            
            
            
            
            42,026Accrued
                expenses andother
                liabilities
            
            
            4,213
            
            
            
            
            
            
            
            
            3,032Shareholders'
                equity
            
            
            31,775
            
            
            
            
            
            
            
            
            20,037Total
                liabilities and equity
            
            
            $
                  485,595
            
            
            
            
            
            
            
            
            $
                  407,472Net
                interest income
            
            
            
            
            
            $
                  4,611
            
            
            
            
            
            
            
            
            $
                  3,414Interest
                margin
            
            
            
            
            
            
            
            
            3.87
            %
            
            
            
            
            
            
            
            3.43
            %Interest
                spread
            
            
            
            
            
            
            
            
            3.35
            %
            
            
            
            
            
            
            
            3.06
            %


22


The
      following rate volume analysis reflects the changes in net interest income
      arising from changes in interest rates and from asset and liability volume,
      including mix. The change in interest attributable to volume includes changes
      in
      interest attributable to mix.





Three
                months ended March 31,2006
                vs. 2005Fluctuations
                in Interest Income/ExpenseDue
                to change in:Volume
            
            Rate
            
            Total*(dollars
                in thousands)*Interest
                earning assets:Loans
            
            $
            1,830
            
            $
            698
            
            $
            2,528Federal
                funds sold andother
                cash equivalents
            
            
            (260)
            
            
            210
            
            
            (50)Investments
            
            
            (315)
            
            
            283
            
            
            (32)Total
                interestearning
                assets
            
            
            1,255
            
            
            1,191
            
            
            2,446Interest
                bearing liabilities:Deposits
            
            
            360
            
            
            734
            
            
            1,094FHLB
                advances
            
            
            90
            
            
            24
            
            
            114Subordinated
                debt
            
            
            -
            
            
            39
            
            
            39Other
                borrowings
            
            
            2
            
            
            -
            
            
            2Total
                interestbearing
                liabilities
            
            
            452
            
            
            797
            
            
            1,249Net
                interest income
            
            $
            803
            
            $
            394
            
            $
            1,197





Bancorp’s
      net interest income derived from the operations of the commercial banking
      segment increased $1.2 million or 35% to $4.6 million for the three
      months ended March 31, 2006 as compared to $3.4 million for the
      same period last year. An increase in average earning assets of
      $77.6 million, or 19%, combined with an increase in interest rates
      increased Bancorp’s interest income $2.4 million or 44% for the quarter
      ended March 31, 2006 as compared to the same period in 2005. Interest
      and fees on loans increased 54% or $2.5 million from $4.7 million for the
      quarter ended March 31, 2005 to $7.2 million for the quarter
      ended March 31, 2006. This increase is primarily the result of the
      increase in the average outstanding balances of the loan portfolio followed
      by
      the impact of the increase in interest rates. The decrease in interest and
      dividend income on investment securities and federal funds sold is due to the
      decrease in balances partially offset by an increase in interest rates. Total
      average interest bearing liabilities increased by $61.6 million or 18%.
      Average interest bearing deposits increased $53.1 million or 16%; an
      increase in average certificates of deposit of $78.3 million was partially
      offset by decreases in average balances of money market fund accounts of
      $20.6 million and savings and NOW accounts of $2.9 million and
      $1.7 million respectively. Average FHLB advances increased
      $8.4 million or 103%. Interest expense increased from $2.2 million for the
      three months ended March 31, 2005 to $3.4 million for the three
      months ended March 31, 2006, an increase of $1.2 million or 57%.


23


This
      increase is due to both higher interest rates paid on deposits and borrowings,
      64% of the increase, as well as to higher average balances, 36% of the
      increase.





***Provision
      for loan losses***





The
      provision for loan losses charged to operations for the quarter ended
      March 31, 2006 of $573,000 represents an increase of $313,000 as
      compared to same period last year. This increase is due to the growth in the
      loan portfolio and the credit risk factors assigned thereto and not to any
      adverse changes in the credit quality of the loan portfolio or in non-performing
      loans.





An
      analysis of the changes in the allowance for loan losses is presented under
      “Allowance for Loan Losses.”





***Noninterest
      income***





Noninterest
      income decreased $81,000, or 11%, from $711,000 for the quarter ended
      March 31, 2005 to $630,000 for the three months ended
      March 31, 2006. A decrease in the volume of loans placed with outside
      investors resulted in a decrease in mortgage brokerage and referral fee income
      of $97,000 and a decrease in loan origination and processing fee income of
      $11,000. This decrease in volume is due to an increase in the volume of loan
      business retained by the bank which is discussed below. Increases in deposit
      accounts and transaction volumes resulted in an increase in fees and service
      charges and other noninterest income of $17,000 and $10,000, respectively.
      Noninterest income for the residential lending group segment for the three
      months ended March 31, 2006 remained relatively unchanged as compared
      to the same period last year; decreases in mortgage broker and referral fee
      income were offset by an increase in fees earned for commercial real estate
      and
      construction transactions referred to the commercial banking segment.
      Noninterest income for the commercial banking segment decreased $85,000 from
      $125,000 for the three months ended March 31, 2005 to $40,000 for the
      three months ended March 31, 2006; increases in fees and service
      charges and other noninterest income of $17,000 and $10,000, respectively,
      were
      more than offset by a decrease in fee income of $119,000 due to intersegment
      transactions for referrals of loans from the residential lending group segment
      that were booked into the portfolio of the commercial banking segment.





***Noninterest
      expenses***





Noninterest
      expenses increased 19% or $655,000 to $4.0 million for the quarter ended
      March 31, 2006 from $3.4 million for the quarter ended
      March 31, 2005. Salaries and benefits expense increased 13%, or
      $265,000 to $2.3 million for the quarter ended March 31, 2006 from
      $2.0 million for the quarter ended March 31, 2005. This increase is
      due primarily to staff additions including those associated with an additional
      branch location at March 31, 2006 as compared to last year, as well as
      to increases in loan and deposit production sales and incentive compensation
      and
      salary increases made during the last


24


quarter
      of 2005. Occupancy and equipment expense, net, increased $153,000 or 31% to
      $646,000 for the quarter ended March 31, 2006 from $493,000 for the
      quarter ended March 31, 2005 due to the establishment of an additional
      branch location during the second quarter of 2005, the leasing of additional
      space for the bank’s lending and credit administration functions during the last
      quarter of 2005, lease payments during 2006 for a branch under renovation and
      a
      new metropolitan New York location. Data processing and other outside services
      increased $183,000 or 76% from $240,000 for the three months ended
      March 31, 2005 to $423,000 for the three months ended
      March 31, 2006; much of this increase is due to an increase in
      personnel placement fees, information technology consulting and data processing
      expenses. The increase in data processing expenses is a result of the growth
      in
      the branch network as well as to increases due to ongoing maintenance charges
      for the implementation of new products and services. Advertising and promotional
      expenses increased $35,000 or 31% to $145,000 for the three months ended
      March 31, 2006 from $110,000 for the three months ended
      March 31, 2005. Noninterest expenses for the residential lending group
      segment of $677,000 represent an increase of $47,000 or 8% as compared to
      $630,000 for the three months ended March 31, 2005; this increase is
      due primarily to increased marketing and advertising expenses and an increase
      in
      legal fees. Noninterest expenses for the commercial banking segment of
      $3.3 million represent an increase of $608,000 or 22% as compared to the
      three months ended March 31, 2005; these increases are due to the
      discussions cited above relative to the increases in salaries and benefits,
      occupancy and professional fees and other outside services.





***Income
      Taxes***





Bancorp
      recorded income tax expense of $34,000 for the quarter ended
      March 31, 2006 as compared to $19,000 for the quarter ended
      March 31, 2005. This change is related primarily to the change in
      pre-tax income and the exclusion for state tax purposes of certain holding
      company expenses. The effective tax rates for the quarters ended
      March 31, 2006 and March 31, 2005 were 37% and 40%,
      respectively.





**LIQUIDITY**





Bancorp's
      liquidity ratio was 17% and 27% at March 31, 2006 and 2005, respectively.
      The liquidity ratio is defined as the percentage of liquid assets to total
      assets. The following categories of assets as described in the accompanying
      consolidated balance sheets are considered liquid assets: cash and due from
      banks, federal funds sold, short term investments and available for sale
      securities. Liquidity is a measure of Bancorp’s ability to generate adequate
      cash to meet financial obligations. The principal cash requirements of a
      financial institution are to cover downward fluctuations in deposit accounts
      and
      increases in its loan portfolio. Management believes Bancorp’s short-term assets
      provide sufficient liquidity to cover loan demand, potential fluctuations in
      deposit accounts and to meet other anticipated cash operating
      requirements.


25


**CAPITAL**





The
      following table illustrates Bancorp’s regulatory capital ratios at
      March 31, 2006 and December 31, 2005 respectively:





March 31, 2006
            
            December
                31, 2005Total
                Risk-based Capital
            
            
            11.68
            %
            
            12.70
            %Tier
                1 Risk-based Capital
            
            
            10.43
            %
            
            11.45
            %Leverage
                Capital
            
            
            8.20
            %
            
            8.56
            %





The
      following table illustrates the Bank’s regulatory capital ratios at
      March 31, 2006 and December 31, 2005 respectively:





March 31, 2006
            
            December
                31, 2005Total
                Risk-based Capital
            
            
            11.53
            %
            
            12.52
            %Tier
                1 Risk-based Capital
            
            
            10.28
            %
            
            11.27
            %Leverage
                Capital
            
            
            8.08
            %
            
            8.42
            %





Capital
      adequacy is one of the most important factors used to determine the safety
      and
      soundness of individual banks and the banking system. Based on the above ratios,
      the Bank is considered to be “well capitalized” at March 31, 2006
      under applicable regulations. To be considered “well-capitalized,” an
      institution must generally have a leverage capital ratio of at least 5%, a
      Tier
      1 risk-based capital ratio of at least 6% and a total risk-based capital ratio
      of at least 10%.





Management
      continuously assesses the adequacy of the Bank’s capital to ensure that the Bank
      remains a “well capitalized” institution. Management’s strategic and capital
      plans contemplate various options to maintain the “well capitalized”
classification.








**IMPACT
      OF INFLATION AND CHANGING PRICES**





Bancorp’s
      consolidated financial statements have been prepared in terms of historical
      dollars, without considering changes in the relative purchasing power of money
      over time due to inflation. Unlike most industrial companies, virtually all
      of
      the assets and liabilities of a financial institution are monetary in nature.
      As
      a result, interest rates have a more significant impact on a financial
      institution’s performance than the general levels of inflation. Interest rates
      do not necessarily move in the same direction or with the same magnitude as
      the
      prices of goods and services. Notwithstanding this, inflation can directly
      affect the value of loan collateral, in particular, real estate. Inflation,
      or
      disinflation, could significantly affect Bancorp’s earnings in future
      periods.


26


**"SAFE
      HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF
      1995**





Certain
      statements contained in Bancorp’s public reports, including this report, and in
      particular in this "Management's Discussion and Analysis of Financial Condition
      and Results of Operation," may be forward looking and subject to a variety
      of
      risks and uncertainties. These factors include, but are not limited to,
      (1) changes in prevailing interest rates which would affect the interest
      earned on Bancorp's interest earning assets and the interest paid on its
      interest bearing liabilities, (2) the timing of repricing of Bancorp's
      interest earning assets and interest bearing liabilities, (3) the effect of
      changes in governmental monetary policy, (4) the effect of changes in
      regulations applicable to Bancorp and the conduct of its business,
      (5) changes in competition among financial services companies, including
      possible further encroachment of non-banks on services traditionally provided
      by
      banks, (6) the ability of competitors that are larger than Bancorp to
      provide products and services which it is impracticable for Bancorp to provide,
      (7) the effects of Bancorp's opening of branches, (8) the effect of
      any decision by Bancorp to engage in any new business activities and (9) the
      ability of Bancorp to timely and successfully deploy the capital raised in
      the
      2005 Rights Offering. Other such factors may be described in Bancorp's future
      filings with the SEC.





**Item
                3.**
            **Quantitative
                and Qualitative Disclosures about Market
                Risk**




Market
        risk is defined as the sensitivity of income to fluctuations in interest
        rates,
        foreign exchange rates, equity prices, commodity prices and other market-driven
        rates or prices. Based upon the nature of Bancorp’s business, market risk is
        primarily limited to interest rate risk, which is the impact, that changing
        interest rates have on current and future earnings.
 
 **Qualitative
        Aspects of Market Risk**
 
 Bancorp’s
        goal is to maximize long term profitability while minimizing its exposure
        to
        interest rate fluctuations. The first priority is to structure and price
        Bancorp’s assets and liabilities to maintain an acceptable interest rate spread
        while reducing the net effect of changes in interest rates. In order to
        accomplish this, the focus is on maintaining a proper balance between the
        timing
        and volume of assets and liabilities re-pricing within the balance sheet.
        One
        method of achieving this balance is to originate variable rate loans for
        the
        portfolio and purchase short term investments to offset the increasing short
        term re-pricing of the liability side of the balance sheet. In fact, a number
        of
        the interest bearing deposit products have no contractual maturity; therefore,
        deposit balances may run off unexpectedly due to changing market conditions.
        Additionally, loans and investments with longer term rate adjustment frequencies
        are matched against longer term deposits and borrowings to lock in a desirable
        spread.
 
 The
        exposure to interest rate risk is monitored by the Management Asset and
        Liability Committee consisting of senior management personnel. Generally,
        the
        committee meets monthly, or more frequently, if needed. The committee reviews
        the interrelationships within
 27
 the
        balance sheet to maximize net interest income within acceptable levels of
        risk.
        This committee reports to the Board of Directors on a monthly basis regarding
        its activities. In addition to the Management Asset and Liability Committee,
        there is a Board Asset and Liability Committee (“ALCO”) which meets quarterly.
        ALCO monitors the interest rate risk analyses, reviews investment transaction
        during the period and determines compliance with Bank policies.
 
 **Quantitative
        Aspects of Market Risk**
 
 Management
        analyzes the Company’s interest rate sensitivity position to manage the risk
        associated with interest rate movements through the use of interest income
        simulation and GAP analysis. The matching of assets and liabilities may be
        analyzed by examining the extent to which such assets and liabilities are
        “interest sensitive”. An asset or liability is said to be interest sensitive
        within a specific time period if it will mature or reprice within that time
        period.
 
 Management’s
        goal is to manage asset and liability positions to moderate the effects of
        interest rate fluctuations on net interest income. Interest income simulations
        are completed quarterly and presented to ALCO. The simulations provide an
        estimate of the impact of changes in interest rates on net interest income
        under
        a range of assumptions. Changes to these assumptions can significantly affect
        the results of the simulations. The simulation incorporates assumptions
        regarding the potential timing in the repricing of certain assets and
        liabilities when market rates change and the changes in spreads between
        different market rates.
 
 Simulation
        analysis is only an estimate of the Company’s interest rate risk exposure at a
        particular point in time. Management continually reviews the potential effect
        changes in interest rates could have on the repayment of rate sensitive assets
        and funding requirements of rate sensitive liabilities.
 
 Management
        has established interest rate risk guidelines measured by behavioral GAP
        analysis calculated at the one year cumulative GAP level and a net interest
        income and economic value of portfolio equity simulation model measured by
        a 200
        basis point interest rate shock.
 
 The
        table
        below sets forth an approximation of Bancorp’s exposure to changing interest
        rates using management’s behavioral GAP analysis and as a percentage of
        estimated net interest income and estimated net portfolio value using interest
        income simulation. The calculations use projected repricings of assets and
        liabilities at March 31, 2006 and December 31, 2005 on the basis of
        contractual maturities, anticipated repayments and scheduled rate
        adjustments.
 28
 Basis
              
              Interest
                  Risk
              
              March
                  31,
              
              December
                  31,Points
              
              Guidelines
              
              2006
              
              2005Gap
                  percentage total
              
              
              
              
              
              +/-15
              %
              
              3.07
              %
              
              4.98
              %Net
                  interest income
              
              
              200
              
              
              +/-15
              %
              
              9.07
              %
              
              14.49
              %-200
              
              
              +/-15
              %
              
              -10.36
              %
              
              -14.24
              %Net
                  portfolio value
              
              
              200
              
              
              +/-25
              %
              
              -4.97
              %
              
              0.45
              %-200
              
              
              +/-25
              %
              
              -6.26
              %
              
              -7.89
              %
 
 Bancorp’s
        interest rate risk position improved during the quarter. The Company benefited
        from a rising interest rate environment as assets re-priced faster than
        liabilities and, combined with a 12% increase in the loan portfolio, resulted
        in
        an expanding net interest margin. These factors contributed to higher levels
        of
        net interest income and net portfolio value in the base case scenario at
        March
        31, 2006 as compared to December 31, 2005 using the Company’s interest income
        simulation model. In addition, the estimated value of both measurements was
        also
        improved in a 200 basis point shock. The Company’s interest rate risk position
        was within all guidelines at March 31, 2006. The interest rate risk position
        is
        monitored on an ongoing basis and management reviews strategies to maintain
        all
        categories within guidelines.
 
 The
        table
        below set forth examples of percentage changes in estimated net interest
        income
        and estimated net portfolio value base on projected interest rate increases
        and
        decreases:
 
 Net
        Interest Income and Economic Value
 Summary
        Performance
 
 March
                  31, 2006Net
                  Interest Income
              
              Net
                  Portfolio ValueProjected
                  Interest
              
              Estimated
              
              $Change
              
              %Change
              
              Estimated
              
              $Change
              
              %
                  ChangeRate
                  Scenario
              
              Value
              
              from
                  Base
              
              from
                  Base
              
              Value
              
              from
                  Base
              
              from
                  Base+200
              
              
              19,825
              
              
              1,648
              
              
              9.07
              %
              
              48,318
              
              
              (2,525
              )
              
              -4.97
              %+100
              
              
              19,008
              
              
              831
              
              
              4.57
              %
              
              50,196
              
              
              (646
              )
              
              -1.27
              %BASE
              
              
              18,177
              
              
              
              
              
              
              
              
              50,843-100
              
              
              17,278
              
              
              (899
              )
              
              -4.95
              %
              
              50,152
              
              
              (691
              )
              
              -1.36
              %-200
              
              
              16,293
              
              
              (1,884
              )
              
              -10.36
              %
              
              47,662
              
              
              (3,181
              )
              
              -6.26
              %
 
 December
                  31, 2005Net
                  Interest Income
              
              Net
                  Portfolio ValueProjected
                  Interest
              
              Estimated
              
              $Change
              
              %Change
              
              Estimated
              
              $Change
              
              %
                  ChangeRate
                  Scenario
              
              Value
              
              from
                  Base
              
              from
                  Base
              
              Value
              
              from
                  Base
              
              from
                  Base+200
              
              
              18,650
              
              
              2,360
              
              
              14.49
              %
              
              47,153
              
              
              211
              
              
              0.45
              %+100
              
              
              17,478
              
              
              1,188
              
              
              7.29
              %
              
              47,606
              
              
              664
              
              
              1.41
              %BASE
              
              
              16,290
              
              
              
              
              
              
              
              
              46,942-100
              
              
              15,115
              
              
              (1,175
              )
              
              -7.22
              %
              
              45,432
              
              
              (1,510
              )
              
              -3.22
              %-200
              
              
              13,970
              
              
              (2,320
              )
              
              -14.24
              %
              
              43,239
              
              
              (3,703
              )
              
              -7.89
              %
 
 29


**Item
                4.**
            **Controls
                and Procedures**




Based
      on
      an evaluation of the effectiveness of Bancorp’s disclosure controls and
      procedures performed by Bancorp’s management, with the participation of
      Bancorp’s Chief Executive Officer and its Chief Financial Officer as of the end
      of the period covered by this report, Bancorp’s Chief Executive Officer and
      Chief Financial Officer concluded that Bancorp’s disclosure controls and
      procedures have been effective.





As
      used
      herein, “disclosure controls and procedures” means controls and other procedures
      of Bancorp that are designed to ensure that information required to be disclosed
      by Bancorp in the reports that it files or submits under the Securities Exchange
      Act is recorded, processed, summarized and reported, within the time periods
      specified in the Commission’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by Bancorp in the reports
      that
      it files or submits under the Securities Exchange Act is accumulated and
      communicated to Bancorp’s management, including its principal executive and
      principal financial officers, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required
      disclosure.





There
      were no changes in Bancorp’s internal control over financial reporting
      identified in connection with the evaluation described in the preceding
      paragraph that occurred during Bancorp’s fiscal quarter ended
      March 31, 2006 that has materially affected, or is reasonably likely
      to materially affect, Bancorp’s internal control over financial
      reporting.





**PART
      II - OTHER INFORMATION** .





**Item
                1A.**
            **Risk
                Factors**





**Management
      intends to continue Bancorp’s emphasis on growth over earnings for the
      foreseeable future.**





Management
      has actively sought growth of the institution in recent years by opening
      additional branches, initiating internal growth programs, and completing one
      acquisition of a mortgage company. Various factors, such as economic conditions
      and competition, may impede or prohibit the Bank from opening new branches.
      In
      addition, Bancorp may not be able to obtain the financing necessary to fund
      additional growth and may not be able to find suitable candidates for
      acquisition. Sustaining Bancorp’s growth has placed significant demands on
      management as well as on administrative, operational and financial resources.
      For Bancorp to continue to grow, it must: attract and retain qualified
      management and experienced bankers, find suitable markets for expansion, attract
      funding to support additional growth; maintain high asset quality levels;
      maintain adequate regulatory capital; and maintain adequate
      controls.


30


Although
      management believes that earnings will increase as the franchise is expanded,
      earnings are expected to continue to be adversely affected by the costs
      associated with opening new branches and the time necessary to build a customer
      base in each new branch’s market area.





If
      Bancorp is unable to continue its historical levels of growth, or if growth
      comes at greater financial expense than has been incurred in the past, Bancorp
      may not be able to achieve its financial goals and profitability may be
      adversely affected.





**Bancorp’s
      business is subject to various lending and other economic risks that could
      adversely impact Bancorp’s results of operations and financial
      condition.**





Changes
      in economic conditions, particularly an economic slowdown in Fairfield County,
      Connecticut and the New York metropolitan area, could hurt the business of
      Bancorp. Bancorp’s business is directly affected by political and market
      conditions, broad trends in industry and finance, legislative and regulatory
      changes and changes in governmental monetary and fiscal policies and inflation,
      all of which are beyond Bancorp’s control. A deterioration in economic
      conditions, in particular an economic slowdown within Fairfield County,
      Connecticut and/or the New York metropolitan area, could result in the following
      consequences, any of which may hurt the business of Bancorp materially: loan
      delinquencies may increase; problem assets and foreclosures may increase; demand
      for the Bank’s products and services may decline; and assets and collateral
      associated with the Bank’s loans, especially real estate, may decline in value,
      thereby reducing a customer’s borrowing power.





The
      Bank
      may suffer losses in its loan portfolio despite its underwriting practices.
      The
      Bank seeks to mitigate the risks inherent in its loan portfolio by adhering
      to
      specific underwriting practices. These practices include analysis of a
      borrower’s prior credit history, financial statements, tax returns and cash flow
      projections, valuation of collateral based on reports of independent appraisers
      and verification of liquid assets. Although the Bank believes that its
      underwriting criteria is appropriate for the various types of loans the Bank
      makes, the Bank may still incur losses on loans, and these losses may exceed
      the
      amounts set aside as reserves in the allowance for loan losses.





**Bancorp’s
      allowance for loan losses may not be adequate to cover actual
      losses.**





Like
      all
      financial institutions, the Bank maintains an allowance for loan losses to
      provide for loan defaults and non-performance. The allowance for loan losses
      may
      not be adequate to cover actual loan losses and future provisions for loan
      losses could materially and adversely affect Bancorp’s operating results. The
      allowance for loan losses is based on an evaluation of the risks associated
      with
      the Bank’s loans receivable as well as the Bank’s prior loss experience. A
      substantial portion of the Bank’s loans are unseasoned and lack an established
      record of performance. To date, losses have been negligible. The amount of
      future losses is susceptible to changes in economic, operating and other
      conditions, including changes in interest rates that may be beyond the Bank’s
      control and these losses may exceed current


31


estimates.
      Federal regulatory agencies, as an integral part of their examination process,
      review the Bank’s loans and assess the adequacy of the allowance for loan
      losses. While management believes that the allowance for loan losses is adequate
      to cover current losses, management cannot assure shareholders that there will
      not be a need to increase the allowance for loan losses or that the regulators
      will not require management to increase this allowance. Either of these
      occurrences could materially and adversely affect Bancorp’s earnings and
      profitability.





**Bancorp’s
      business is subject to interest rate risk and variations in interest rates
      may
      negatively affect Bancorp’s financial performance.**





Bancorp
      is unable to predict fluctuations of market interest rates, which are affected
      by many factors including: inflation, recession, a rise in unemployment, a
      tightening money supply and domestic and international disorder and instability
      in domestic and foreign financial markets. Changes in the interest rate
      environment may reduce Bancorp’s profits. Bancorp realizes income from the
      differential or “spread” between the interest earned on loans, securities and
      other interest-earning assets, and interest paid on deposits, borrowings and
      other interest-bearing liabilities. Net interest spreads are affected by the
      difference between the maturities and repricing characteristics of
      interest-earning assets and interest-bearing liabilities. Bancorp is vulnerable
      to a decrease in interest rates because its interest-earning assets generally
      have shorter durations than its interest-bearing liabilities. As a result,
      material and prolonged decreases in interest rates would decrease Bancorp’s net
      interest income. In contrast, an increase in the general level of interest
      rates
      may adversely affect the ability of some borrowers to pay the interest on and
      principal of their obligations. Accordingly, changes in levels of market
      interest rates could materially and adversely affect Bancorp’s net interest
      spread, asset quality, levels of prepayments and cash flow as well as the market
      value of its securities portfolio and overall profitability.





**A
      breach of information security could negatively affect Bancorp’s
      earnings** .





In
      order
      to conduct its business, Bancorp increasingly depends upon data processing,
      communications and information exchange on a variety of computing platforms
      and
      networks, and over the internet to conduct its business. Bancorp cannot be
      certain that all of its systems are entirely free from vulnerability to attack,
      despite safeguards it has instituted. In addition, Bancorp relies on the
      services of a variety of vendors to meet its data processing and communication
      needs. If information security is breached, information can be lost or
      misappropriated; this could result in financial loss or costs to Bancorp or
      damages to others. These costs or losses could materially exceed the amount
      of
      insurance coverage, if any, which would have an adverse effect on Bancorp’s
      results of operations and financial condition. In addition, the Bank could
      suffer reputational damages which also could materially adversely affect
      Bancorp’s financial condition and results of operation.


32


**Risks
      Related to Bancorp’s industry**





**Strong
      competition within Bancorp’s market area may limit the growth and profitability
      of the Company.**





Competition
      in the banking and financial services industry is intense. The Fairfield County,
      Connecticut and the New York City metropolitan areas have a high concentration
      of financial institutions including large money center and regional banks,
      community banks and credit unions. Some of Bancorp’s competitors offer products
      and services that the Bank currently does not offer, such as private banking
      and
      trust services. Many of these competitors have substantially greater resources
      and lending limits than Bancorp and may offer certain services that it does
      not
      or cannot provide. Price competition for loans and deposits might result in
      the
      Bank earning less on its loans and paying more for deposits, which reduces
      net
      interest income. Bancorp expects competition to increase in the future as a
      result of legislative, regulatory and technological changes. Bancorp’s
      profitability depends upon its continued ability to successfully compete in
      its
      market area.





**Government
      regulation may have an adverse effect on Bancorp’s profitability and
      growth** .





Bancorp
      is subject to extensive regulation, supervision and examination by the Office
      of
      the Comptroller of the Currency, or the OCC, as the Bank’s chartering authority,
      by the FDIC, as insurer of the deposits, and by the Federal Reserve Board as
      regulator of Bancorp. Changes in state and federal banking regulations or in
      federal monetary policy could adversely affect the Bank’s ability to maintain
      profitability and continue to grow. For example, new legislation or regulation
      could limit the manner in which Bancorp may conduct its business, including
      the
      Bank’s ability to obtain financing, attract deposits, make loans and achieve
      satisfactory interest spreads. Many of these regulations are intended to protect
      depositors, the public and the FDIC, not shareholders. In addition, the burden
      imposed by federal and state regulations may place the Company at a competitive
      disadvantage compared to competitors who are less regulated. The laws,
      regulations, interpretations and enforcement policies that apply to Bancorp
      have
      been subject to significant, and sometimes retroactively applied, changes in
      recent years, and may change significantly in the future. Future legislation
      or
      government policy may also adversely affect the banking industry or Bancorp’s
      operations.





33





**Item
                2.**
            **Unregistered
                Sales of Equity Securities and Use of Proceeds**Not
                applicable








**Item
                6.**
            **Exhibits**No.
            Description2
            Agreement
                and Plan of Reorganization dated as of June 28, 1999 between Bancorp
                and
                the Bank (incorporated by reference to Exhibit 2 to Bancorp’s Current
                Report on Form 8-K dated December 1, 1999 (Commission File No.
                000-29599)).3(i)
            Certificate
                of Incorporation of Bancorp, (incorporated by reference to Exhibit
                3(i) to
                Bancorp’s Current Report on Form 8-K dated December 1, 1999 (Commission
                File No. 000-29599)).3(i)(A)
            Certificate
                of Amendment of Certificate of Incorporation of Patriot National
                Bancorp,
                Inc. dated July 16, 2004 (incorporated by reference to Exhibit 3(i)(A)
                to
                Bancorp's Annual Report on Form 10-KSB for the year ended December
                31,
                2004 (Commission File No. 000-29599)).3(ii)
            By-laws
                of Bancorp (incorporated by reference to Exhibit 3(ii) to Bancorp’s
                Current Report on Form 8-K dated December 1, 1999 (Commission File
                No.
                000-29599)).4
            Reference
                is made to the Rights Agreement dated April 19, 2004 by and between
                Patriot National Bancorp, Inc. and Registrar and Transfer Company
                filed as
                Exhibit 99.2 to Bancorp’s Report on Form 8-K filed on April 19, 2004,
                which is incorporated herein by reference.10(a)(1)
            2001
                Stock Appreciation Rights Plan of Bancorp (incorporated by reference
                to
                Exhibit 10(a)(1) to Bancorp’s Annual Report on Form 10-KSB for the year
                ended December 31, 2001 (Commission File No.
                000-29599)).




34


No.
            Description10(a)(3)
            Employment
                Agreement, dated as of October 23, 2000, as amended by a First Amendment,
                dated as of March 21, 2001, among the Bank, Bancorp and Charles F.
                Howell (incorporated by reference to Exhibit 10(a)(4) to Bancorp’s Annual
                Report on Form 10-KSB for the year ended December 31, 2000 (Commission
                File No. 000-29599)).10(a)(4)
            Change
                of Control Agreement, dated as of May 1, 2001 between Martin G. Noble
                and
                Patriot National Bank (incorporated by reference to Exhibit 10(a)(4)
                to
                Bancorp’s Annual Report on Form 10-KSB for the year ended December 31,
                2004 (Commission File No. 000-29599)).10(a)(5)
            Employment
                Agreement dated as of November 3, 2003 among Patriot National Bank,
                Bancorp and Robert F. O’Connell (incorporated by reference to Exhibit
                10(a)(5) to Bancorp’s Annual Report on Form 10-KSB for the year ended
                December 31, 2003 (Commission File No. 000-29599)).10(a)(6)
            Change
                of Control Agreement, dated as of November 3, 2003 between
                Robert F. O’Connell and Patriot National Bank (incorporated by
                reference to Exhibit 10(a)(6) to Bancorp’s Annual Report on Form 10-KSB
                for the year ended December 31, 2003 (Commission File No.
                000-29599)).10(a)(8)
            Employment
                Agreement dated as of January 1, 2006 between Patriot National Bank
                and
                Marcus Zavattaro (incorporated by reference to Exhibit 10(a)(8) to
                Bancorp’s Annual Report on Form 10-KSB for the year ended December 31,
                2005 (Commission File No. 000-29599)).10(a)(9)
            License
                agreement dated July 1, 2003 between Patriot National Bank and L.
                Morris
                Glucksman (incorporated by reference to Exhibit 10(a)(9) to Bancorp’s
                Annual Report on Form 10-KSB for the year ended December 31, 2003
                (Commission File No. 000-29599)).10(a)(10)
            Employment
                Agreement dated as of October 23, 2003 among the Bank, Bancorp and
                Charles
                F. Howell (incorporated by reference to Exhibit 10(a)(10 to Bancorp’s
                Annual Report on form 10-KSB for the year ended December 31, 2003
                (Commission file No. 000-29599)).




35


No.
            Description10(a)(11)
            Amendment
                No. 1 to the Amended and Restated Change of control Agreement, dated
                March
                30, 2006, between Robert F. O’Connell and Patriot National Bank
                (incorporated by reference to Exhibit 10(a)(11) to Bancorp’s Annual Report
                on Form 10-KSB for the year ended December 31, 2005 (Commission File
                No. 000-29599)).10(c)
            1999
                Stock Option Plan of the Bank (incorporated by reference to Exhibit
                10(c)
                to Bancorp’s Current Report on Form 8-K dated December 1, 1999 (Commission
                File No. 000-29599)).14
            Code
                of Conduct for Senior Financial Officers (incorporated by reference
                to
                Exhibit 14 to Bancorp’s Annual Report on Form 10-KSB for the year ended
                December 31, 2004 (Commission File No. 000-29599).21
            Subsidiaries
                of Bancorp (incorporated by reference to Exhibit 21 to Bancorp’s Annual
                Report on Form 10-KSB for the year ended December 31, 1999 (Commission
                File No. 000-29599)).31(1)
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer31(2)
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer32
            Section
                1350 Certifications




36





**SIGNATURES**





In
      accordance with the requirements of the Securities Exchange Act of 1934, 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/
                Robert F. O’ConnellRobert
                F. O’Connell,Senior
                Executive Vice PresidentChief
                Financial Officer(On
                behalf of the registrant and aschief
                financial officer)May
                15, 2006







37