# Exhibit 99.2

(WILMERHALE LOGO)

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| | February 2, 2006                                                      | Martin E. Lybecker                                                      
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1 202 663 6240 (t)
+ 1 202 663 6363 (f)
martin.lybecker@wilmerhale.com
| | FOIA CONFIDENTIAL TREATMENT
  REQUESTED5 U.S.C.§55217 C.F.R. § 200.83

By Messenger

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

Dear
Mr. Miller:

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

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

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

Confidential
Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

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

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(WILMERHALE LOGO)

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

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

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

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| | First,
  the Division could take a no-enforcement position that National Presto could
  continue to file its financial statements on Form 10-K under the Exchange Act
  for the year ended December 31, 2005, and for the quarter ended March 31,
  2006. Presumably, that would give the Division sufficient time to consider
  the factual and legal arguments made in the Section 8(f) application, and to
  determine whether or not it was prepared to support that application or set
  it down for a hearing. If the Division decides to support the Section 8(f)
  application, it makes no practical sense for National Presto to stop preparing
  financial statements pursuant to operating company GAAP, and it should file
  them under the Exchange Act for review and comment from the Division of
  Corporation Finance.                                                                              
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| | Second,
  Section 3(b)(2) of the Investment Company Act itself provides a 60-day
  exemption from the Investment Company Act, which exemption has been extended
  by the Division through the issuance of temporary orders. Perhaps the best
  example of such use of Section 3(b)(2) is the Section 3(b)(2) application
  filed by Idealabs, Inc. in 1999. While we believe that filing an application
  pursuant to Section 8(f) to deregister National Presto is the most expedient
  method of addressing its status under the Investment Company Act, we would be
  glad to amend that application also to seek an order in the alternative
  pursuant to Section 3(b)(2) if National Presto could be assured that it would
  be issued temporary orders protecting it from the need to comply with the
  Investment Company Act, including Article 6 of Regulation S-X, until an
  appropriate order was issued.

Confidential
Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

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(WILMERHALE LOGO)

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

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

We
await the opportunity to discuss these issues with you directly. Time is
absolutely of the essence because the due dates for releasing earnings,
completing audits, and preparing financial statements are already upon us.
These issues really cant wait, and it is critically important to National
Presto and its shareholders that the Division express its views. Unfortunately,
the default position for National Presto would be to prepare and issue
financial statements in a manner consistent with Article 6 of Regulation S-X,
and for the reasons articulated at length in the Section 8(f) application we
believe that financial statements prepared in that manner will be affirmatively
misleading, even if technically correct, to National Prestos shareholders, the
NYSE, and the financial analyst community.

* * * * *

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

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

Confidential
Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

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(WILMERHALE LOGO)

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

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

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

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

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

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2          We
are mailing a copy of this letter to the Commissions FOIA Officer in an
envelope marked FOIA Confidential Treatment Requested.

Confidential
Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

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(WILMERHALE LOGO)

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

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

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

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

* * * * *

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

| |                       
| | ----------------------
| | Sincerely,            
| |                       
| | -s- Martin E. Lybecker
| | Martin
  E. Lybecker  

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

Confidential
Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

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(WILMERHALE LOGO)

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

| |                                                              
| | -------------------------------------------------------------
| | Office of Freedom of
  Information and Privacy Act Operations
| | Securities and Exchange
  Commission                         
| | 6432 General Green Way                                       
| | Alexandria, Virginia
  22312-2413                            

Confidential
Treatment Requested by
Wilmer Cutler Pickering Hale and Dorr LLP

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