# Exhibit 99.5

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

April 4, 2006

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

Re:          National
Presto Industries, Inc.

Dear Mr. Bullard:

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

Summary of Statements in
the Letter

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

Confidential
Treatment Requested by National Presto, Inc.

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

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

Background

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

Discussions Regarding
Disclosure

1. February 2nd
Letter

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

2. February 7th
Conference Call

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

Confidential
Treatment Requested by National Presto, Inc.

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

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

3. February 9th
Conference Call

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

4. February 15th
Email

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Although we fully understand the Companys concern
  regarding the expectations of investors and the market place to receive financial
  reports consistent with operating companies, we cannot
  discount the fact that the Company is the subject of a court order mandating
  it register with the Commission as an investment company. Furthermore,
  because registration as an investment company carries certain financial
  reporting obligations that differ significantly from operating companies
  under the federal securities laws, we feel obligated at this time to ensure
  such financial reporting obligations are met. We have tentatively offered
  this solution as a reasonable means to achieve both the Companys and our
  objectives.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | We
  understand that the Company has initially rejected this approach citing
  timing and cost, among other concerns. As we mentioned, we do not believe
  that the Companys situation warrants an extension of time. We have in
  similar cases as the Companys, however, advised registrants to file all
  available information at the filing deadline, whether audited or unaudited,
  as an intermediate step to filing fully compliant financial statements at a
  date subsequent to filing deadline. In those circumstances, we believe the
  provision of unaudited or incomplete financial information is preferable to
  providing no financial information by the filing deadline, but under no
  circumstance, do we consider                    

Confidential
Treatment Requested by National Presto, Inc.

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

| |                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the registrant to have met its obligations under the
  federal securities laws. We hope to continue our dialogue and reach a
  reasonable solution that meets our regulatory goals while permitting the
  Company to achieve its goals.
| |                                                                                                                                                                                                                                        
| | Please
  feel free to contact Doug Scheidt, Barry Miller, or myself to discuss this
  matter further. (emphasis added)                                                                                                                 

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

5. February 21st
Conference Call

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

6. March 14th
Conference Call

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

Confidential
Treatment Requested by National Presto, Inc.

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

them before the Companys Form 10-K was filed if they
would be issuing an unqualified opinion.

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

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

Prospective Actions

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

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

Confidential
Treatment Requested by National Presto, Inc.

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

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

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

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

Confidential
Treatment Requested by National Presto, Inc.

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

Exhibit A

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

Confidential
Treatment Requested by National Presto, Inc.

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