SEC Company Response from PRECISION OPTICS CORPORATION, (POCI) — Jun 29, 2009

PRECISION OPTICS CORPORATION, INC.
Date: June 29, 2009 · CIK: 0000867840 · Accession: 0001104659-09-040649

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File numbers found in text: 333-156258

Date

June 29, 2009

Author

President

Form

CORRESP

Company

PRECISION OPTICS CORPORATION, INC.

Letter

United States Securities and Exchange Commission Division of Corporation Finance Attention: Mary Beth Breslin Re: Precision Optics Corporation, Inc. File No. 333-156258

Dear Ms. Breslin:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Precision Optics Corporation, Inc. (the “Company”), hereby requests that the above-captioned Registration Statement on Form S-1 (the “Registration Statement”) be accelerated to June 29, 2009 at 5:30 pm EST or as soon as practicable thereafter. The Company acknowledges that:

· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 and 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.

The cooperation of the staff in meeting the Company’s request is very much appreciated. Please call Amy Trombly at (617) 243-0060 if you have any questions or if we can otherwise be of assistance to you.

Very
truly yours,
PRECISION
OPTICS CORPORATION, INC.

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CORRESP
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filename1.htm

[Company Letterhead]

June
29, 2009

VIA
FACSIMILE TO (202) 772-9348  AND EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E., Mail Stop 3030

Washington,
DC  20549

Attention:  Mary Beth Breslin

  Re:

  Precision
  Optics Corporation, Inc.

  File No. 333-156258

Dear
Ms. Breslin:

Pursuant
to Rule 461 of the Rules and Regulations promulgated under the Securities Act
of 1933, as amended, Precision Optics Corporation, Inc. (the “Company”), hereby
requests that the above-captioned Registration Statement on Form S-1 (the “Registration
Statement”) be accelerated to June 29, 2009 at 5:30 pm EST or as soon as practicable
thereafter.  The Company acknowledges
that:

·                  should the Commission or the
staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the 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 and 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.

The
cooperation of the staff in meeting the Company’s request is very much
appreciated. Please call Amy Trombly at (617) 243-0060
if you have any questions or if we can otherwise be of assistance to you.

  Very
  truly yours,

  PRECISION
  OPTICS CORPORATION, INC.

  /s/
  Richard E. Forkey

  By:

  Richard
  E. Forkey

  Its:

  President
  and Chief Executive Officer

cc:  Amy Trombly, Esq.

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