SecProbe.io

M a i l  S t o p  3 0 3 0
           January 12, 2009

Richard Forkey  Precision Optics Corporation, Inc.  22 East Broadway  Gardner, Massachusetts  01440
Re: Precision Optics Corporation, Inc.
Registration Statement on Form S-1 Filed December 18, 2008
  File No. 333-156258
Dear Mr. Forkey:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Fee Table

1. We note the registration statement covers  the resale of 96,000 shares of common
stock which you may issue for payment of interest on the 10% Senior Secured
Convertible note, which you f iled a Form of as Exhibit 4.3 to your Form 8-K filed
on June 27, 2008.  It appears from the terms of the debenture that accrued interest
on the notes may be paid in either cash or common stock, at the election of the
noteholder.  As a general ma tter, a resale registration statement for the resale of
shares underlying future interest payments is only appropriate if the holder of the
debt instrument lacks control over whethe r the future interest payments will be
made in stock or in cash.  As such, please provide us with an analysis as to why you believe that the offer and sale of th e interest shares was complete when you
filed the resale registration statement.  In  your analysis, please discuss whether the
holder of the note is irrevocably bound to receive the common stock issuable in

Richard Forkey
Precision Optics Corporation, Inc.
January 12, 2009 Page 2
lieu of cash and whether they are entitled to make additional investment decisions
with respect to the interest  payments.  Finally, please be advised that you may not
rely on Rule 416 to register the shares underlying any interest accrued.  Please confirm your understanding of this position.

The Transaction, page 1

2. We note from the footnotes to the Selling Security Holders table on page 7 that
you are also registering 181,821 common sh ares issuable upon conversion of
warrants issued in February 2007, pursuant  to the triggering of anti-dilution
provisions upon the closing of the J une 25, 2008 offering.  Please revise to
provide disclosure regarding the issuance of the securities which are convertible
into these shares.

Selling Security Holders, page 7

3. Given the nature and size of the transac tion being registered, advise the staff of
the company’s basis for determining that the transaction is appropriately
characterized as a transacti on that is eligible to be made on a shelf basis under
Rule 415(a)(1)(i).

4. Please provide us, with a view toward disc losure in the prospectus, with the total
dollar value of the securi ties underlying the convertib le notes that you have
registered for resale (using the number of underlying securities that you have registered for resale and the market pri ce per share for those securities on the date
of the sale of the convertible notes).

5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each  payment (including the value of any
payments to be made in common stock) in connection with the notes transaction
that you have made or may be required to make to any selling stockholder, any
affiliate of a selling stockholder, or any person with whom any selling stockholder has a contractual relationsh ip regarding the transacti on (including any interest
payments, liquidated damages, payments  made to “finde rs” or “placement
agents,” and any other payments or poten tial payments).  Please provide footnote
disclosure of the terms of each such payment.  Please do not include any repayment of principal on the conve rtible notes in this disclosure.
Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the convertible notes and the total possible payments to all selling shareholders and any of their
affiliates in the first year following the sale of convertible notes.

Richard Forkey
Precision Optics Corporation, Inc.
January 12, 2009 Page 3
6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the total po ssible profit the selling stockhol ders could realize as a
result of the conversion discount for th e securities underlying  the convertible
notes, presented in a table with the following information disclosed separately [in this comment, the reference to “securi ties underlying the convertible notes”
means the securities underlying the notes that may be received by the persons
identified as selling stockholder]:
• the market price per share of the secu rities underlying the convertible notes on
the date of the sale of  the convertible notes;

• the conversion price per share of the underlying securities on the date of the
sale of the convertible note s, calculated as follows:

- if the conversion price per share is se t at a fixed price, use the price per
share established in the convertible notes; and

- if the conversion price per share is no t set at a fixed price and, instead, is
set at a floating rate in relationship to the market price of the underlying
security, use the conversion discount rate  and the market rate per share on
the date of the sale of the convertib le notes and determine the conversion
price per share as of that date;

• the total possible shares underlying the c onvertible notes (assuming no interest
payments and complete conversion throughout the term of the notes);

• the combined market price of the total number of shares underlying the
convertible notes, calculated by using the market price per share on the date of
the sale of the convertible notes and the total possible shares underlying the
convertible notes;

• the total possible shares the selling shareholders may receive and the
combined conversion price of the to tal number of shares underlying the
convertible notes calculated  by using the conversion price on the date of the
sale of the convertible no tes and the total possible num ber of shares the selling
stockholder may receive; and

• the total possible discount to  the market price as of th e date of the sale of the
convertible notes, calculated by subtr acting the total conversion price on the
date of the sale of the convertible note s from the combined market price of the
total number of shares underlying th e convertible notes on that date.

If there are provisions in th e convertible notes that coul d result in a change in the
price per share upon the occurrence of cer tain events, please provide additional

Richard Forkey
Precision Optics Corporation, Inc.
January 12, 2009 Page 4
tabular disclosure as appropriate.  For ex ample, if the conversion price per share
is fixed unless and until the market price fa lls below a stated price, at which point
the conversion price per share drops to a lower price, please provide additional
disclosure.
 7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the total possi ble profit to be realized as  a result of any conversion
discounts for securities underlying any other warrants, options, notes, or other securities of the issuer that  are held by the selling stockholder or any affiliates of
the selling stockholder, presented in a table with the following information disclosed separately:

• market price per share of the underlying securities on the date of the sale of that other security;

• the conversion/exercise price per share as of the date of the sale of that other
security, calculated as follows:

- if the conversion/exercise price per sh are is set at a fixed price, use the
price per share on the date of the sale of that ot her security; and

- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversi on/exercise discount rate and the
market rate per share on the date of the sale of that other security and
determine the conversion price per share as of that date;

• the total possible shares  to be received under the particular securities
(assuming complete conversion/exercise);

• the combined market price of th e total number of underlying shares,
calculated by using the market price per sh are on the date of the sale of that
other security and the total possible shares to be received;

• the total possible shares to  be received and the comb ined conversion price of
the total number of shares underlying th at other security calculated by using
the conversion price on the date  of the sale of that ot her security and the total
possible number of underlying shares; and

• the total possible discount to the market price as of the date of the sale of that
other security, calculated by subtracting the total conversion/exercise price on
the date of the sale of that other secu rity from the combined market price of
the total number of underly ing shares on that date.

Richard Forkey
Precision Optics Corporation, Inc.
January 12, 2009 Page 5
8. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the gross proceeds paid or payable to the issuer in the convertible notes
transaction;

• all payments that have been made or that may be required to be made by the issuer that are disclosed in response to comment 5.

• the resulting net proceeds to the issuer; and

• the combined total possible profit to be realized as a result of any conversion
discounts regarding the secu rities underlying the c onvertible notes and any
other warrants, options, notes, or other s ecurities of the issuer that are held by
the selling shareholders or any affiliates of the sell ing stockholder that is
disclosed in response to comments 6 and 7 .

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments (as
disclosed in response to comment 5) and the total possible discount to the market
price of the shares underlyi ng the convertible notes (as disclosed in response to
comment 6) divided by the net proceeds to the issuer from the sale of the
convertible notes, as well as the amount of  that resulting percentage averaged
over the term of the convertible notes.

9. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling stockholders, any affiliates of the selling stockholders, or any person with whom th e selling stockholder has a contractual
relationship regarding the transaction (or any predecessors of those persons), with
the table including the following information disclosed separately for each transaction:

• the date of the transaction;

• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transaction;

• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transacti on and held by persons other than the
selling stockholder, affiliates of th e company, or affiliates of the selling
stockholder;

Richard Forkey
Precision Optics Corporation, Inc.
January 12, 2009 Page 6
• the number of shares of the class of secu rities subject to the transaction that
were issued or issuable in connection with the transaction;

• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transaction (assuming full issuance), with the percentage
calculated by taking the number of shar es issued or issuable in connection
with the applicable tran saction, and dividing that number by the number of
shares issued and outstanding prior to the applicable transaction and held by
persons other than the se lling shareholders, affiliates of the company, or
affiliates of the selling stockholder.
• the market price per share of the class of  securities subject to the transaction
immediately prior to the tr ansaction (reverse split ad justed, if necessary); and

• the current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary).

10. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to the convertible notes transaction
that are held by persons other than the selling stockholders, affiliates of the company, and affiliates of the selling stockholders;

• the number of shares registered for re sale by the selling stockholders or
affiliates of the selling stockholders  in prior registration statements;

• the number of shares registered for re sale by the selling stockholders or
affiliates of the selling stockholders that continue to be held by the selling stockholders or affiliates of the selling stockholders;

• the number of shares that have been so ld in registered resale transactions
by the selling stockholders or affiliates of the selling stockholders; and

• the number of shares registered fo r resale on behalf of the selling
stockholders or affiliates of the selling stockholders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outst anding convertible securities, options,
or warrants.

11. Please provide us, with a view toward di sclosure in the prospectus, with the
following information:

Richard Forkey
Precision Optics Corporation, Inc.
January 12, 2009 Page 7

• whether the issuer has the intention, and a reasonable  basis to believe that
it will have the financial ability, to  make all payments on the overlying
securities; and

• whether – based on information obtained from the selling stockholders – the
selling stockholders have an existing short position in the company’s common
stock and, if the selling stockholders have an existing short position in the company’s stock, the following additional information:

- the date on which the selling stockholders  entered into that short position;
and

- the relationship of the date on which the selling stockholders entered into
that short position to the date of the announcement of the convertible notes
transaction and the filing of the registration statement ( e.g., before or after
the announcement of the convertible notes  transaction, before the filing or
after the filing of the registration statement, etc.).

12. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relationships and arrangements that have existed in the past three years or  are to be performed in the future
between the issuer (or any of its pr edecessors) and the selling stockholders,
any affiliates of the selling stockholders , or any person with whom any selling
stockholder has a contractual relationsh ip regarding the tr ansaction (or any
predecessors of those persons) – the in formation provided should include, in
reasonable detail, a complete descripti on of the right