SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3030

April 27, 2009
Richard Forkey  Precision Optics Corporation, Inc.  22 East Broadway  Gardner, Massachusetts  01440
Re: Precision Optics Corporation, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed April 6, 2009
  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 s hould revise your document in response to
these comments.  If you disagree, we will 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.
1. Please provide the bulleted representations from the closing language of our letter
dated February 5, 2009 and reprinted be low, with your next amendment.
 Fee Table

2. We note your response to prior comments 1 a nd 3.  Please revise your fee table to
reflect that you have removed the referenced  shares from registration.  Please also
revise throughout your document as necessary to reflect that you have removed Mr. Pitlor’s shares from registration.  For instance, we note that on page 12 you
continue to reference Mr. Pitlor in conn ection with a registration rights agreement
relating to the shares you are registering for resale here.

Richard Forkey
Precision Optics Corporation, Inc.
April 27, 2009 Page 2
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your submission or in re sponse to our comments on your submission.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Richard Forkey
Precision Optics Corporation, Inc.  April 27, 2009 Page 3
We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 Please contact Mary Beth Breslin at ( 202) 551-3625 or me at (202) 551-3397 with
any questions.

     S i n c e r e l y ,           Jay E. Ingram       B r a n c h  C h i e f
cc (via fax): Amy M. Trombly, Esq.