UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

# SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.      )

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|o |  | Preliminary Proxy Statement
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|o |  | Definitive Additional Materials
|- |  | -------------------------------

|o |  | Soliciting Material Pursuant to § 240.14a-12
|- |  | --------------------------------------------



National Presto Industries, Inc.

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(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)




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National Presto Industries, Inc.Eau Claire, Wisconsin 54703 
April 9, 2008

Dear Shareholder:

Enclosed
with this letter you will find the notice of our Annual Meeting of
Stockholders, which will be held at our offices in Eau Claire on May 20, 2008.

We
sincerely hope that you will be able to be present to meet the management of
your company, see any new products that may be displayed at the meeting, and
approve the nominees for director of the Company. If, however, you find that
you are unable to attend the meeting in person, we urge that you participate by
voting your stock by proxy. You may cast your vote by signing and returning the
enclosed proxy card.

Enclosed
with this proxy, you should have received our annual report for 2007, which
contains a description of our business and also includes audited financial
statements for that year. If you did not receive a copy of the 2007 annual
report, a copy will be made available at no charge by contacting the Company at
1-800-945-0199. Enclosed with this letter is a proxy statement which contains
information regarding the annual meeting and the business to be conducted
thereat.

We are always pleased to hear from our stockholders,
and if you cannot be present in person at the meeting, we would be happy to
have your letters expressing your viewpoints on our products and businesses or
to answer any questions that you might have regarding your Company.

| |                                  
| | ---------------------------------
| | (SIGNATURE)                      
| | Chair of the Board and
 President

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NATIONAL PRESTO INDUSTRIES, INC.3925 North Hastings Way 
Eau Claire, Wisconsin 54703

Notice of Annual Meeting of Stockholders

TO THE STOCKHOLDERS OF
NATIONAL PRESTO INDUSTRIES, INC.:

The
Annual Meeting of Stockholders of National Presto Industries, Inc. will be held
at the offices of the Company, 3925 North Hastings Way, Eau Claire, Wisconsin
54703, on Tuesday, May 20, 2008, at 2:00 p.m. (CDT), for the following
purposes:

| |     |                                                                                       
| | --- | --------------------------------------------------------------------------------------
| | (1) | to elect two directors for
 terms ending at the annual meeting to be held in 2011, and
| |     |                                                                                       
| | (2) | to transact such other
 business as may properly come before the meeting.             

Stockholders
of record at the close of business on March 20, 2008, will be entitled to vote
at the meeting and any adjournment thereof.

| |            
| | -----------
| | Ian M. Kees
| | Secretary  

April 9, 2008

STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN
PERSON ARE REQUESTED TO SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY, WHICH IS
SOLICITED BY THE BOARD OF DIRECTORS. PLEASE USE THE ENCLOSED ENVELOPE IN
RETURNING YOUR PROXY.

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NATIONAL PRESTO INDUSTRIES, INC.3925 North Hastings Way 
Eau Claire, Wisconsin 54703

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20,
2008

The
accompanying proxy is solicited by the Board of Directors of National Presto
Industries, Inc. (the Company), for use at the Annual Meeting of Stockholders
to be held at 3925 North Hastings Way, Eau Claire, Wisconsin 54703 on May 20,
2008, at 2:00 p.m. (CDT) (the Annual Meeting), and any adjournment thereof.
When such proxy is properly executed and returned, the shares it represents
will be voted at the meeting and at any adjournment thereof. Any stockholder
giving a proxy has the power to revoke it at any time before it is voted.
Presence at the meeting of a stockholder who has signed a proxy does not alone
revoke that proxy; the proxy may be revoked by returning a later dated proxy,
giving written notice to the Secretary of the Company, or attending the Annual
Meeting and voting in person.

At
the Annual Meeting stockholders will be asked:

| |     |                                                                                       
| | --- | --------------------------------------------------------------------------------------
| | (1) | to elect two directors for
 terms ending at the annual meeting to be held in 2011, and
| |     |                                                                                       
| | (2) | to transact such other
 business as may properly come before the meeting.             

Only
stockholders of record as of the close of business on March 20, 2008, will be
entitled to vote at the Annual Meeting. The presence in person or by proxy of
holders of a majority of the shares of stock entitled to vote at the Annual
Meeting shall constitute a quorum for the transaction of business. Abstentions
and proxies submitted by brokers who do not have authority to vote on certain
matters will be considered present at the Annual Meeting for purposes of
determining a quorum. The approximate date on which this proxy statement and
form of proxy were first mailed to stockholders is April 9, 2008.

Directors
are elected by a plurality of the votes cast, which means the individuals
receiving the largest number of votes will be elected directors as chosen in
the election. Therefore, shares voted as withhold authority to vote will have
no effect on the election of the directors.

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The
Company has 6,843,076 shares of common stock outstanding and entitled to vote
as of the close of business on the record date, March 20, 2008. Each share of
common stock is entitled to one vote.

The
following table sets forth information provided to the Company as to beneficial
ownership of the Companys common stock as of the record date by (i) the only
shareholders known to the Company to hold 5% or more of such stock, (ii) each
of the directors and executives of the Company named in the Summary
Compensation Table, and (iii) all directors and officers as a group. Unless
otherwise indicated, all shares represent sole voting and investment power.

| |                                                    |  |           |                                            |  |                          | 
| | -------------------------------------------------- |  | --------- | ------------------------------------------ |  | ------------------------ | 
| |                                                    |  |           |                                            |  |                         
| | Beneficial
 Owner                                  |  |           | Amount and Nature
 of Beneficial Ownership |  | Percent of
 Common Stock
| |                                                    |  |           |                                            |  |                         
| |                                                    |  |           |                                            |  |                          | 
| | Maryjo Cohen                                       |  | 2,061,690 | (1)(2)                                     |  | 30.1%                    | 
| | 3925 N. Hastings Way                               |  |           |                                            |  |                          | 
| | Eau Claire, WI 54703                               |  |           |                                            |  |                          | 
| |                                                    |  |           |                                            |  |                          | 
| | Melvin S. Cohen                                    |  | 390,214   | (1)(3)                                     |  | 5.7%                     | 
| | 1703 Drummond Drive                                |  |           |                                            |  |                          | 
| | Eau Claire, WI 54701                               |  |           |                                            |  |                          | 
| |                                                    |  |           |                                            |  |                          | 
| | Dimensional Fund Advisors,
 Inc.                   |  | 430,799   |                                            |  | 6.3%                     | 
| | 1299 Ocean Avenue                                  |  |           |                                            |  |                          | 
| | Santa Monica, CA 90401                             |  |           |                                            |  |                          | 
| |                                                    |  |           |                                            |  |                          | 
| | Royce & Associates, LLC                            |  | 804,312   |                                            |  | 11.75%                   | 
| | 1414 Avenue of the Americas                        |  |           |                                            |  |                          | 
| | New York, NY 10019                                 |  |           |                                            |  |                          | 
| |                                                    |  |           |                                            |  |                          | 
| | Donald E. Hoeschen                                 |  | 1,412     | (4)                                        |  | *                        | 
| | Lawrence J. Tienor                                 |  | 1,146     | (4)                                        |  | *                        | 
| | Ian M. Kees                                        |  | 22        | (4)                                        |  | *                        | 
| | Joseph G. Stienessen                               |  |          |                                            |  |                         | 
| | Richard N. Cardozo                                 |  |          |                                            |  |                         | 
| | Patrick J. Quinn                                   |  | 200       |                                            |  | *                        | 
| | Randy Lieble                                       |  | 994       |                                            |  | *                        | 
| | All officers and directors
 as a group (8 persons) |  | 2,064,470 |                                            |  | 30.2%                    | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(*) | Represents less than 1% of the outstanding shares of
 common stock of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(1) | Includes 100,975 shares owned by the L.E. Phillips
 Family Foundation, Inc. (the Phillips Foundation), a private charitable
 foundation of which the named person is an officer and/or director and as
 such exercises shared voting and investment powers.                                                                                                                                                                                                                                                             
|(2) | Includes 1,669,664 shares held in a voting trust
 described in the section below captioned Voting Trust Agreement, for which
 Ms. Cohen has sole voting power; 289,239 shares owned by private charitable
 foundations (other than the Phillips Foundation) of which Ms. Cohen is a
 co-trustee, officer, or director; and as such exercises shared voting and
 investment powers; and 1,812 shares held in a 401(k) account that were
 contributed into the account by the Company through the Companys
 contribution.
|(3) | Includes 289,239 shares owned by charitable trusts
 and private charitable foundations (other than the Phillips Foundation) of
 which Mr. Cohen is co-trustee, officer, or director, and as such exercises
 shared voting and investment powers. Does not include shares held in a voting
 trust described in the section below captioned Voting Trust Agreement, for
 which Mr. Cohen holds voting trust                                                                                                               

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|    |                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | certificates. Pursuant to the voting trust, Mr. Cohen
 does not have the power to vote or dispose of such shares. Mr. Cohen became a
 Director of the Company on or about July 30, 2007 in connection with the
 resignation of Randy Lieble.
|(4) | These figures represent the Company stock that is
 owned by the individuals in their 401(k) accounts and that were contributed
 into such accounts by the Company through the Companys contribution.                                       

The
information contained in the foregoing footnotes is for explanatory purposes
only, and the persons named in the foregoing table disclaim beneficial
ownership of shares owned or held in trust for any other person, including
family members, trusts, or other entities with which they may be associated.
Stock ownership information contained in this Proxy Statement was obtained from
the Companys shareholder records, filings with governmental authorities, or
from the named directors and officers.

Section 16 (a) Beneficial Ownership Reporting Compliance

Based
upon a review of Forms 3, 4 and 5 and any amendments thereto pursuant to
Section 16 of the Securities and Exchange Act of 1934, the Company believes all
such forms were filed on a timely basis by reporting persons during the fiscal
year ended December 31, 2007.

Voting Trust Agreement

The
first two individual beneficial owners listed in the foregoing table, and seven
other persons comprising extended family members and related trusts, have
entered into a voting trust agreement with respect to the voting of an
aggregate of 1,669,664 shares of common stock of the Company. The voting trust
agreement will terminate on November 3, 2027 unless sooner terminated by the
voting trustee or unanimous written consent of all the parties to the voting
trust agreement, or unless extended by unanimous written consent by all parties
to the agreement. The voting trustee under the agreement is Maryjo Cohen. Under
the agreement, the voting trustee exercises all rights to vote the shares
subject to the voting trust with respect to all matters presented for
shareholder action.

PROPOSAL  ELECTION OF DIRECTORS

Two
directors are to be elected at the Annual Meeting for a term to expire at the
2011 Annual Meeting. The Restated Articles of Incorporation as amended and the
Bylaws of the Company currently provide for five directors, divided into three
classes with two classes of two directors and one class of one director and the
term of office of one class expiring each year. At each Annual Meeting,
successor(s) of the class whose term of office expires in that year are elected
for a three-year term. The nominee(s) who receive the highest number of votes
will be elected director(s) of the Company for the three-year term commencing
at the Annual Meeting. Upon recommendation of the Nominating/Corporate
Governance Committee, the Board of Directors has nominated Melvin S. Cohen and
Joseph G. Stienessen, for terms which will expire at the annual meeting to be
held in 2011.

Each
of the Directors, except Ms. Cohen and Mr. Cohen, has been determined by the
Board of Directors to qualify as an independent director as defined by the
rules of the New York Stock Exchange. The Board has determined that Messrs.
Cardozo, Quinn and Stienessen do not have a relationship with the Company,
other than as a Director and are therefore independent.

Unless
otherwise directed, the proxies solicited by the Board of Directors will be
voted for the election of the Director nominees named above. The Company
believes that the nominees named above will be able

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to serve; but should either
nominee be unable to serve as a director, the persons named in the proxies have
advised that they will vote for the election of such substitute nominee(s) as
the Board may propose.

INFORMATION CONCERNING DIRECTORS AND NOMINEES

The following table provides
information as to the directors and nominees of the Company.

Director
        
        Age
        
        Principal Occupation;Business ExperiencePast 5 Years(1)
        
        DirectorSince
        
        DirectorsTerm ToExpireMaryjo Cohen(2)
        
        55
        
        Chair of the Board, President and Chief Executive Officer of the Company
        
        1988
        
        2009Richard N. Cardozo
        
        72
        
        Professor Emeritus, Carlson School of Management, University of Minnesota; Senior Scholar, Florida International University; Adjunct Professor, University of Miami; Chairman, Brown-Stone Distributing
        
        1998
        
        2010Patrick J. Quinn
        
        58
        
        Chairman and President, Ayres Associates, an engineering firm
        
        2001
        
        2010Melvin S. Cohen(2)*
        
        90
        
        Former CEO of the Company from 1989 until 1994; Former director of the Company from 1953 until 2005; Currently retired
        
        2007
        
        2011(3)Joseph G. Stienessen, CPA*
        
        63
        
        Self employed as an accounting advisor and consultant; Former principal with Larson, Allen, Weishair and Company, LLP, a CPA firm; prior to November 2003, was Managing Partner of Stienessen, Schlegel and Company, LLC
        
        2005
        
        2011(3)


*Nominees

The
Board of Directors recommends that shareholders vote FOR the nominees listed.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | None of the directors held any outside directorships
 with the exception of Mr. Quinn who holds a directorship with his employer
 and also directorships with Wisconsin Capital Funds, Inc. (an SEC regulated
 mutual fund company), Future Wisconsin Housing (a non-profit housing
 owner/developer), the Eau Claire Community Foundation (a non-profit), and
 Keystone Corporation (a for profit 505 owned subsidiary of Mr. Quinns
 employer).
|(2) | Ms. Cohen is the daughter of Mr. Cohen.                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Expiration of term if elected.                                                                                                                                                                                                                                                                                                                                                                                                                    

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Vote Required and Other Information

The
affirmative vote of the holders of a plurality of the shares of the common
stock of the Company represented at the Annual Meeting in person or by proxy is
required for the election of the above nominees. Proxies solicited herewith
will be voted in accordance with instructions given. When specific instructions
are not given, such proxies will be voted FOR the election of the above
nominees.

During
2007, there were five Board of Directors meetings. Each of the Directors
attended all of the meetings of the Board of Directors, the 2007 Annual Meeting
of Shareholders and all meetings of committees on which that Director served
with one exception. Mr. Cohen, who became a Board of Directors member on July
30, 2007 in connection with the resignation of Randy Lieble, did not attend the
Board and Annual Shareholders Meetings that occurred on November 13, 2007. The
attendance policy for members of the Board of Directors may be reviewed in the
Corporate Governance Guidelines document found on the Companys website located
at www.gopresto.com.

The
Company has Audit, Compensation, and Nominating/Corporate Governance Committees
consisting of Messrs. Cardozo, Quinn, and Stienessen, each an independent
director as defined by the rules of the New York Stock Exchange. During 2007,
the Audit Committee held three formal meetings and also met periodically with
the Companys then public accountant. There were multiple informal and
telephonic meetings leading up to the selection of a new auditor. Mr.
Stienessen has been designated as the Audit Committee Financial Expert. The
Nominating/Corporate Governance Committee met once in 2007. The Compensation
Committee had two meetings in 2007.

The
purpose of the Compensation Committee is to discharge the Boards
responsibilities relating to the CEOs compensation and make recommendations
regarding the compensation of other executives, including review of the
succession plans for the chief executive officer and other senior executives.
Activities of the Compensation Committee shall be consistent with the Companys
overall direction and purpose regarding executive compensation as set forth in
its charter. See also Compensation Discussion and Analysis for a further
description of the functions performed by the Compensation Committee. The
purpose of the Nominating/Corporate Governance Committee is to identify
individuals qualified to become Board members in accordance with the criteria
described below, and to take such other action consistent with provisions in
its charter. The Nominating/Corporate Governance Committee is also responsible
for advising the Board on corporate governance matters, which include developing
and recommending to the Board corporate governance principles, overseeing the
self evaluation process for the Board and its committees, and such other
functions as set forth in its charter.

Charters
of the Nominating/Corporate Governance, Compensation, and Audit Committees; the
Corporate Governance Guidelines; and the Corporate Code of Conduct are set
forth in the Corporate Governance section of the Companys website located at
www.gopresto.com, and are available in print upon request.

The
Companys Board of Directors has established a process whereby stockholders and
other interested parties may send communications to the Board of Directors, as
well as to the presiding Director (Mr. Cardozo) of executive sessions attended
by only non-management Directors. The presiding Director may be reached by
mailing a letter to: Independent Directors, Attn: Presiding Director, National
Presto Industries, Inc., 3925 N. Hastings Way, Eau Claire, WI 54703. The manner
in which stockholders and other interested

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parties can send
communications to the Board is set forth in the Corporate Governance section of
the Companys website located at www.gopresto.com.

In
identifying prospective director candidates, the Nominating/Corporate Governance
Committee (herein the Nominating Committee) considers its personal contacts,
recommendations from shareholders, and recommendations from business and
professional sources, but has not historically paid a fee to any third party.
The Nominating Committees policy is to consider qualified candidates for
positions on the Board recommended in writing by shareholders. Shareholders
wishing to recommend candidates for future Board membership should submit the
recommendations in writing to the Secretary of the Company no later than
January 15, 2009, with the submitting shareholders name and address and
pertinent information about the proposed nominee similar to that required by
the by-laws in connection with a nomination to be made from the floor. When
evaluating the qualifications of potential new Directors or the continued
service of existing Directors, the Nominating Committee considers a variety of
criteria, including the individuals reputation for honesty and integrity;
respect from leaders and the general citizenry in the community in which the
individual resides; the individuals knowledge of business principles and
intellectual capacity to quickly grasp and understand the intricacies of the
Companys businesses; attainment of official status with a leading company,
agency, educational institution, or other form of enterprise; accessibility
geographically and otherwise for meetings; specialized skills or expertise;
diversity of background; independence; financial expertise; freedom from
conflicts of interest; ability to understand the role of a Director; and
ability to fully perform the duties of a Director. While candidates recommended
by shareholders will generally be considered in the same manner as any other
candidate, special consideration will be given to existing Directors desiring
to stand for re-election given their history of service and their knowledge of
the Company, as well as the Boards knowledge of their level of contribution
resulting from such service. Shareholders wishing to recommend for nomination
or nominate a Director should contact the Companys Secretary for a copy of the
relevant procedure for submitting nominations and a full delineation of the
criteria considered by the Nominating Committee when evaluating potential new
Directors or the continued service of existing Directors.

The
Company has not adopted any formal policies or procedures for the review,
approval, or ratifica-tion of transactions that may be required to be reported
under the SEC disclosure rules. Such transactions, if and when they are
proposed or have occurred, have been or will be reviewed by the entire Board
(other than the Director involved) on a case-by-case basis. The Companys Code
of Conduct does contain several provisions that should benefit the Board in
reviewing such transactions.

Director Compensation

DIRECTOR COMPENSATION

|                     |  |                                      
|-------------------- |  | -------------------------------------
|Name                 |  | Fees Earned or
 Paid in Cash ($) 2007
|                     |  |                                      
|Patrick J. Quinn     |  | 25,000                               
|Richard N. Cardozo   |  | 25,000                               
|Joseph G. Stienessen |  | 35,000                               
|Melvin S. Cohen      |  | 10,529                               

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At
its November 13, 2007 Committee meeting, the Compensation Committee recommended
that the Directors base compensation for 2008 should be $25,000 per director;
that each director should be paid $1,000 for each full day Board or Committee
meeting and $500 for each half day Board or Committee meeting that they
attended; that the Chairperson of each Committee should be paid an additional
$500 per year; that basic and reasonable travel costs associated with attending
a meeting of the Board or a Committee that requires in excess of 100 miles of
travel should be paid by the Company; and that Joseph Stienessen should be paid
a $10,000 cash bonus in recognition of his contributions during 2007 in his
role as Audit Committee Chairman. The Board approved the Committees
recommendations.

Audit Committee Report

Members
of the Audit Committee are independent as defined by the rules of the New York
Stock Exchange and the Board of Directors has determined that no member has a
relationship to the Company that may interfere with the exercise of their
independence from management of the Company. It is the purpose of the Audit
Committee to assist the Board of Directors in fulfilling its oversight
responsibilities relating to: (1) the integrity of the Companys financial
statements, (2) the Companys compliance with legal and regulatory
requirements, (3) the independent auditors qualifications and independence,
and (4) the performance of the Companys internal audit function and
independent auditors. Committee members have conducted an open and
comprehensive dialogue with the Companys auditors regarding the 2007 year-end
audited financial statements and have reviewed and discussed those statements
with management.

The Audit Committee members reviewed, discussed and ratified the nature and the
extent of the services to be provided by BDO Seidman, LLP related to its 2007
audit, the costs and fees for such services, and the effect of such fee
arrangements on the independence of the auditors. The Committee has also
discussed with the auditors matters related to SAS 61, received written
disclosures from the auditors required by ISB Standard No. 1, and discussed
with the auditors their independence. As a consequence of its evaluation and
review, the Committee recommended to the full Board that the audited financial
statements be included in the Companys annual report on Form 10-K for the 2007
calendar year based upon the aforementioned review and discussion.

Submitted
by members of the Audit Committee:

| |                     
| | --------------------
| | Joseph G. Stienessen
| |                     
| | Richard N. Cardozo  
| |                     
| | Patrick J. Quinn    

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Discussion and Analysis

Overview

The
Discussion and Analysis section addresses the material elements of our executive
compensation program, including our compensation philosophy and objectives and
how our program is administered. It is intended to complement and enhance an
understanding of the compensation information presented in the tables which
follow. As used in this proxy statement, the term named executive officers
means our CEO and CFO for the 2007 fiscal year as well as the three other
executive officers named in the Summary Compensation Table on page 11. In this
discussion and analysis, the term Committee means the Compensation Committee
of our Board.

Compensation Objectives and Philosophy

Our
executive compensation program is intended to:

|  |                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------
| | Provide fair compensation
 to executive officers based on their performance and contributions to the Company;
|  |                                                                                                              
| | Provide incentives that
 attract and retain key executives;                                                  
|  |                                                                                                              
| | Instill a long-term
 commitment to the Company; and                                                          
|  |                                                                                                              
| | Develop a pride and sense
 of ownership.                                                                     

The
compensation program is therefore intended to attract, motivate, and retain
executive officers who have the capability to manage the Companys day-to-day
operations and personnel, compete ethically in each of our competitive business
segments, implement any strategic plans developed by the Company, and implement
the Companys strategic plan to increase shareholder value.

The
principal element of our executive compensation program is base salary. An
award of a discretionary bonus to reward exceptional performance is sometimes
made, although such awards are infrequent. The Company provides health and life
insurance benefits, 401(k) program with a generous Company contribution and
other welfare benefits which are available to all of its salaried employees on
a non-discriminatory basis.

The
objectives and factors considered with respect to the form and amount of each
individual element of our compensation program are more fully described below.

Compensation Process

The
Committee has the responsibility to determine and approve the compensation of
the executive officer, to make recommendations to the Board with respect to the
compensation of selected non-CEO executive officers and to make recommendations
to the Board with respect to incentive plans.

The
Committee met on November 7, 2006 to review compensation matters and establish
the base salary of the chief executive officer for 2007. On the same date, the
Board established the base salaries of other executive officers. In
recommending base salaries for 2007, the Committee considered recommendations
by the chief executive officer. No executive officer made a recommendation
regarding the form or amount

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of his or her own
compensation. The chief executive officer does provide the committee with
recommendations on salaries of the other executive officers. The Committee did
not retain any compensation consultant to assist it in the review or
determination of executive compensation in 2007.

Elements of Our Executive Compensation
Program

Base
Salary and Benefits.
Our base salary for executive officers is intended to promote the Companys
compensation objectives generally and specifically to provide basic economic
security at a level that will attract and retain talented executive officers.
Annual increases in base salary of each of the Companys executive officers, if
any, are determined in accordance with its compensation policy and, where
appropriate, the economic conditions in which the Company is operating.
Individual job performance is the single most important factor in the Committees
role in determining base salary. The base salaries of the executive officers
were established at levels considered appropriate in light of the duties and
scope of their responsibilities.

The
Company strives to provide employee benefits to executive officers and all
other salaried employees that are consistent with benefits provided at
similarly sized companies, including 401(k), health insurance, life and
disability insurance, and other welfare benefits. Executive officers
participate in these plans on the same basis as other employees.

Discretionary
Bonus. Although the
Company primarily relies upon awarding an adequate and proper base salary to
promote its compensation objectives, the Committee also acknowledges the
benefit of awarding discretionary bonuses when an executives performance
materially goes beyond the Companys expectations. To this end, the Companys
executive officers may from time to time identify superior executive officer
performance to the committee and request that the committee consider approving
a bonus to reward such performance. Examples of performance that may support
such a proposal and consideration by the committee include, but are not limited
to, engaging new customers, developing new products, negotiating a favorable
result in a contract, acquiring a new business or asset, or implementing a new
process or procedure that creates efficiency for the Company.

Incentive,
Equity, and Deferred Compensation. The Company does not currently have any incentive, equity, or deferred
compensation based plans for its executive officers. Historically, the company
did not feel this compensation was necessary because the Company has
experienced low turnover and long-term executive officer retention without emphasizing
incentive or equity based compensation.

Perquisites. In 2007, no named executive officer
received
perquisites having a value in excess of $10,000. The Committee does not
consider perquisites to be a material element of the Companys compensation
program for executive officers.

Termination
and Change in Control Arrangements. The Company does not maintain any employment or change in control
agreements for its executive officers.

Tax
Considerations. The
Committee is aware that, except for certain plans approved by shareholders,
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits
deductions to $1 million for compensation paid to the CEO and each of the four
most highly paid executive officers named in the summary compensation table who
are officers on the last day of the year. The Committee reviews this limit and
its application to the compensation paid to its executive officers as part of
its compensation policy.

9

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Compensation Committee Report

The
Compensation Committee has reviewed and discussed with management the
Compensation Discussion and Analysis section contained under this heading. On
the basis of its reviews and discussions, the Committee has recommended that
the Compensation Discussion and Analysis section be included in the Companys
annual report on Form 10-K for the year ended December 31, 2007, and this proxy
statement.

Compensation Committee Interlocks and Insider
Participation

As described above
in the report on executive compensation, the Compensation Committee determines
the compensation of the chief executive officer and makes recommendations to
the Board with respect to the compensation of the other executive officers of
the Company, including those listed in the Summary Compensation Table below.
Board member Ms. Cohen did not participate in decisions regarding her own 2007
compensation.

Submitted
by the Companys Compensation Committee.

| |                       
| | ----------------------
| | Richard N.
  Cardozo  
| |                       
| | Patrick J. Quinn      
| |                       
| | Joseph G.
  Stienessen

10

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SUMMARY COMPENSATION TABLE

The
following table provides certain summary information concerning annual
compensation for the Companys Principal Executive Officer, Principal Financial
Officer, and the three most highly compensated executive officers at December
31, 2007.

Name and PrincipalPosition
        
        Year
        
        Salary($)
        
        Bonus($)
        
        Stock
Awards($)
        
        Option
Awards($)
        
        Non-EquityIncentive PlanCompensation($)
        
        Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)
        
        All OtherCompensation(1)($)
        
        Total($)Maryjo CohenChair of the Board (since 2002), President, Chief Executive Officer, Interim Chief Financial Officer, and Director
        
        2007
        
        350,000
        
        
        
        
        
        
        
        
        
        
        
        15,750
        
        365,7502006
        
        315,000
        
        
        
        
        
        
        
        
        
        
        
        15,400
        
        330,400Randy F LiebleVice President (since 2004), Treasurer, and Chief Financial Officer through August 27, 2007
        
        2007
        
        154,103
        
        
        
        
        
        
        
        
        
        
        
        174,880(2)
        
        328,9832006
        
        205,000
        
        
        
        
        
        
        
        
        
        
        
        14,074
        
        219,074Donald E. HoeschenVice President  Sales
        
        2007
        
        229,870
        
        
        
        
        
        
        
        
        
        
        
        15,750
        
        245,6202006
        
        204,870
        
        17,500
        
        
        
        
        
        
        
        
        
        23,280
        
        245,650Lawrence J. TienorVice President Engineering (since 2003; previously Manager and then Director of Engineering)
        
        2007
        
        166,500
        
        
        
        
        
        
        
        
        
        
        
        10,744
        
        167,2442006
        
        166,500
        
        
        
        
        
        
        
        
        
        
        
        10,744
        
        167,244Ian KeesGeneral Counsel and Secretary (Secretary since August 2007)
        
        2007
        
        185,643
        
        35,000(3)
        
        
        
        
        
        
        
        
        
        3,789
        
        224,432


|    |                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | With the exception of Randy F. Liebles vacation
  related compensation described in footnote (2) below, the All Other
  Compensation column represents 401(k) employer contributions made by Company
  during 2007. Mr. Lieble was employed by the Company through August 27, 2007.

11

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|    |                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | At the time of his resignation on August 27, 2007,
  Randy F. Lieble had a vacation balance that the Company purchased. Mr. Lieble
  was paid $159,130 for vacation by the Company in 2007.
|(3) | Based upon his 2007 performance, the Board of
  Directors on or about November 13, 2007 awarded Mr. Kees this bonus which was
  paid to him on or about January 11, 2008.                  

INDEPENDENT PUBLIC ACCOUNTANTS

On
November 8, 2007, the Companys Audit Committee of the Board of Directors, with
the approval of the Board of Directors, formally determined to engage BDO
Seidman, LLP (BDO) as the Companys independent registered accounting firm
for 2007. The decision to change audit firms was not related to any
disagreement with the Companys prior auditor, Virchow Krause & Company,
LLP (VK), on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures. The Company has
historically used the same audit firm to perform its audit and review its tax
filings. In 2006, it split the two functions between VK, which handled the
audit work, and BDO, which performed the tax reviews. The bifurcation of the
functions resulted in substantial inefficiency and the Company asked both firms
to submit competitive bids under which the functions would once again be
handled by the same firm.

On
November 8, 2007, VK formally advised the Company that it had elected not to
stand for re-election.

The
Audit Committee meets with representatives of the independent registered public
accounting firm to review its comments and plans for future audits. It is not
anticipated that any representative of the accounting firm will be present at
the Annual Meeting of Stockholders.

The
public auditors report on the Companys financial statements for the year
ended December 31, 2007 did not contain an adverse opinion or disclaimer of
opinion, nor was any opinion modified as to uncertainty, audit scope, or
accounting principles other than its opinion on internal controls in which it
deemed the Company had a material weakness in internal control over financial
reporting. That weakness related solely to the Companys use of Government Cost
Accounting Standards (48 CFR Part 9904) in developing the estimates to account
for defense segment scrap and possible lot failures.

The
report on the Companys financial statements for the two years ended December
31, 2006 and 2005 issued by the predecessor firm (VK) also did not contain an
adverse opinion or disclaimer of opinion, nor was any opinion modified as to
uncertainty, audit scope or accounting principles other than its opinion on
internal controls in which it deemed certain restatements to constitute a
material weakness. In connection with the audit of the Company for such years,
and through November 8, 2007, there were no disagreements with VK on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of VK,
would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report, with the exception of
disagreements surrounding the restatements referenced in Item 9A of the Form
10K/A for the year ended December 31, 2005. VK did disagree with managements
comment in Item 9A in which it noted that the restatements, that were
ultimately deemed material weaknesses, were part of a reaudit of a multiple
year period in which the parties had the luxury of hindsight. The disagreement
was discussed with the Audit Committee. The Company has authorized VK to
respond fully to any inquiries of BDO concerning the disagreement. VK included
information in its report that it thought was necessary to fairly describe the
weakness.

12

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During
the fiscal years ended December 31, 2006 and 2005, and through November 8,
2007, the Company did not consult BDO with respect to (i) the application of
accounting principles to any transaction, either contemplated or proposed, (ii)
the type of audit opinion that might be rendered on the Companys financial
statements, or any matter that was either the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K). Representatives of BDO,
however, were present during a meeting on September 15, 2006 between the
Company and the Securities Exchange Commission staff, a meeting to clarify the
presentation of financial statements while the investment company lawsuit,
mentioned below, was still pending.

The
Company estimates the following fees for the years ended December 31, 2006 and
2007:

|                               |  |               |         |                    |   |          |  |                |        |  |   |   | 
|------------------------------ |  | ------------- | ------- | ------------------ | - | -------- |  | -------------- | ------ |  | - | - | 
|                               |  | Audit Fees(1) |         | Audit Related Fees |   | Tax Fees |  | All Other Fees |       
|                               |  |               |         |                    |   |          |  |                |       
|                              
|Year ended
  December 31, 2007 |  | $             | 321,000 |                    | $ |         |  | $              | 25,000 |  | $ |  | 
|                               |  |               |         |                    |   |          |  |                |        |  |   |   | 
|Year ended
  December 31, 2006 |  | $             | 0       | (2)                | $ |         |  | $              | 59,000 |  | $ |  | 

|    |                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes audit fee for
  financial statement audits, 10-Q reviews, Sarbanes-Oxley 404 controls work
  and related expenses.                                                                          
|(2) | The Company paid fees in
  the amount of $277,000 to VK for financial statement audits, 10-Q reviews,
  Sarbanes-Oxley 404 controls work and related expenses for the year ended
  December 31, 2006.

BDO
Seidman, LLP did not provide any financial information, design or
implementation services for the Company during the fiscal year ended December
31, 2007.

In
accordance with the Audit Committee charter, the Committee must review and, in
its sole discretion, pre-approve an itemized budget for the independent
auditors annual engagement letter and all audit, audit-related, tax and other
permissible services proposed to be provided by the independent auditor in accordance
with the applicable New York Stock Exchange listing standards and United States
Securities and Exchange Commission rules, and the fees for such services.

OTHER MATTERS

The
cost of preparing, assembling, and mailing this proxy statement, the notice,
and form of proxy will be borne by the Company. The management has made no
arrangement to solicit proxies for the meeting other than by use of mail,
except that some solicitation may be made by telephone, facsimile, email, or
personal calls by officers or regular employees of the Company. The Company
will, upon request, reimburse brokers and other persons holding shares for the
benefit of others in accordance with the rates approved by the New York Stock
Exchange for its expenses in forwarding proxies and accompanying material and
in obtaining authorization from beneficial owners of the Companys stock to
give proxies.

The
Board of Directors knows of no other matters to be brought before this Annual
Meeting. If other matters should come before the meeting, however, it is the
intention of each person named in the proxy to vote such proxy in accordance
with his or her judgment on such matters.

13

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The
Annual Report of the Company for the past fiscal year was enclosed with this
proxy and contains the Companys financial statement for the fiscal year ended
December 31, 2007. National Presto Industries, Inc. Annual Report and Form 10-K
annual report on file with the Securities and Exchange Commission may be
obtained, without charge, upon written request to Ian M. Kees Secretary,
National Presto Industries, Inc., 3925 North Hastings Way, Eau Claire,
Wisconsin 54703, phone number 1-800-945-0199. Copies of exhibits to Form 10-K
may be obtained upon payment to the Company of the reasonable expense incurred
in providing such exhibits.

SHAREHOLDER PROPOSALS

The
Company expects the 2009 Annual Meeting of Stockholders (2009 Annual Meeting)
will be held on May 19, 2009. Therefore, any stockholder who desires to present
a proposal at the 2009 Annual Meeting, must deliver the written proposal to the
Secretary of the Company at 3925 North Hastings Way, Eau Claire, Wisconsin
54703:

|  |                                                                                                                                                                                                                     
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Not later
  than December 10, 2008, if the proposal is submitted for inclusion in the
  Companys proxy materials for the 2009 Annual Meeting pursuant to Rule 14a-8
  under the Securities Exchange Act of 1934; or
|  |                                                                                                                                                                                                                     
| | Not later
  than February 19, 2009, if the proposal is submitted pursuant to the
  Companys bylaws, in which case the Company is not required to include the
  proposal in its proxy materials.                    

Stockholders
may present a proposal at the 2009 Annual Meeting for consideration only if
proper notice of the proposal has been given in accordance with one of these
requirements. Nominations for Director from the floor at the 2009 Annual
Meeting may be made only if advance written notice in accordance with the
bylaws is delivered to the Secretary of the Company by February 19, 2009.

| |                                     
| | ------------------------------------
| | BY ORDER OF
  THE BOARD OF DIRECTORS
| | Ian M. Kees,
  Secretary            

14

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|                                                           
|-----------------------------------------------------------
|                                                           
|(PRESTO LOGO)                                              
|                                                           
|                                                           
|Notice of 
  Annual
  Meeting
  and
  Proxy
  Statement    
|                                                           
|Annual Meeting of Stockholders                             
|May 20, 2008                                               
|                                                           
|Please sign and return the 
  enclosed proxy card promptly.
|                                                           
|National Presto Industries, Inc.                           
|Eau Claire, Wisconsin 54703                                
|                                                           

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NATIONAL PRESTO INDUSTRIES, INC.
ProxyEau Claire, Wisconsin 54703Telephone (715) 839-2119
        This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Maryjo Cohen as proxy, with the power to appoint substitutes, and hereby authorizes her to represent and to vote as designated below, all the shares of common stock of National Presto Industries, Inc., held of record by the undersigned on March 20, 2008, at the Annual Meeting of Stockholders to be held on May 20, 2008 and any adjournment thereof.




The Board of Directors recommends a vote FOR both nominees.



1. ELECTION OF DIRECTORS
        FOR both nominees listed below(except as marked to the contrary below)o
        WITHHOLD authority to votefor both nominees listed belowo




MELVIN S. COHENJOSEPH G. STIENESSEN



(INSTRUCTIONS:  To withhold authority to vote for any individual nominee, write that nominees name in the space provided below.)



2. In her discretion, the Proxy is authorized to vote upon such other business as may properly come before the meeting.



(Continued, and to be signed, on the other side)



---

This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR both nominees specified in Item 1.



Please sign exactly as name appears below.When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.DATED
        
        , 2008Signature




PLEASE MARK, SIGN, DATE AND RETURN THE PROXYCARD PROMPTLY USING THE ENCLOSED ENVELOPE.
        
        Signature if held jointly






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