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  1320 Centre Street, Suite 202

  Newton, MA 02459

  Phone: 617-243-0060

  Fax: 617-243-0066

May 14,
2010

United
States Securities and Exchange Commission

Division
of Corporation Finance

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

Washington,
DC  20549

Attn:       Lynn Dicker

Re:          Precision Optics Corporation, Inc.

Form 10-K for fiscal year ended June 30, 2009

Filed September 28, 2009

File No. 1-10647

Dear
Ms. Dicker:

I
am corporate counsel for Precision Optics Corp. (the “Company”).  I enclose for filing under the Securities Act
of 1933, as amended, an amendment to the Form 10-K for the fiscal year
ended June 30, 2009, together with certain exhibits thereto (the “Annual
Report”).

The
Annual Report contains revisions that have been made in response to comments
received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in their letter dated April 13, 2010.

Set
forth below is the Company’s response to the Staff’s comments.  The numbering of the response corresponds to
the numbering of the comment in the letter from the Staff.

Results of Operations for
Fiscal Year ended June 30, 2009 compared to the Fiscal Year ended June 30,
2008, Page 18

Comment
1:           Although we
note your disclosure that “higher sales” impacted your revenues for the period,
there is no indication of how unit volumes and/or changes in selling prices
attributed to the increase.  In future
filings, please separately quantify the effects of volume and pricing changes
on your results of operations.  Refer to
Item 303(A)(3)(iii) of Regulation S-K.

Response 1:          The Company has amended the Annual Report to comply
with the Staff’s comment.

Report of Independent Registered Public Accounting
Firm, Page 25

Comment 2:           We note that although you have included your
financial statement for the fiscal year ended June 30, 2008, you have not
included an audit report that covers these financial statements.  Please amend your filing to include an audit
report that

covers
the financial statements as of and for the fiscal year ended June 30,
2008.  Refer to Rule 8-02 of
Regulation S-X.

Response 2:          The Company has amended the Annual Report to comply
with the Staff’s comment.

Note 2, 10% Senior Secured Convertible Notes

Comment 3:           We note your disclosure includes the conversion rate
and how the proceeds were allocated between the notes and warrants based on
relative fair values.  However, in future
filings, please provide a clear description of all the material terms of the
convertible notes, including but not limited to, at whose option the notes are
convertible, the conditions under which you or the holder may convert into
common shares, and all conditional that may result in adjustments to the
conversion rate, as well as any condition under which you or the holder may
accelerate payments of the notes.  Please
refer to the guidance provided in the Division of Corporation Finance’s Current
Accounting and Disclosure Issues Outline at
http://www.sec.gov/divisions/corpfin/cfacctdisclosureissues.pdf .

Response 3:          The Company has revised Note 2 of the financial
statements of the Annual Report to comply with the Staff’s comment.

Management’s Annual Report on Internal Control over
Financial Reporting

Comment 4:           We note your disclosure here related to management’s
report on internal control over financial reporting as of June 30,
2009.  However, we do not see where you
have made a clear and definite statement as to whether your internal control
over financial reporting was effective or not effective as of June 30,
2009.  While we note the phrase “including
internal control over financial reporting” included within the disclosure of
you management’s conclusion of your disclosure controls and procedures in the
Evaluation of Disclosure Controls and Procedures section, please note that Item
308T of Regulation S-K has a separate requirement from that of Item 307 of
Regulation S-K.  Item 307 of Regulation
S-K requires you to disclose the conclusion of you principle executive and
principal financial officers regarding the effectiveness of you disclosure
controls and procedures, and Item 308T of Regulation S-K requires you to
provide management’s annual reporting on internal control over financial
reporting that includes management’s assessment of the effectiveness of the
registrant’s internal control over financial reporting as of the end of the
registrant’s most recent fiscal year, including a statement as to whether or
not internal control over financial reporting is effective.  Further, we note that while there is
significant overlap between your disclosure controls and procedures and your
internal controls over financial reporting, it is unlikely that the two are
identical or that all of your internal controls over financial reporting would
represent a subset of your disclosure controls and procedures.  For these reason, the disclosure we
referenced from the Evaluation of Disclosure Controls and Procedures section
may not be appropriate and may be confusing to investors.  Please amend your filing to provide
management’s conclusion regarding the effectiveness of your internal control
over financial reporting as of June 30, 2009, preferably within Management’s
Annual Report on Internal Control over Financial Reporting, and revise your

management’s
conclusion on your disclosure controls and procedures to remove the confusing
language.  Refer to Item 308T(a)(3) of
Regulation S-K.

Response 4:          The Company has complied with the Staff’s comments.

If
you have further questions or comments, please feel free to contact me at (617)
243-0060.  We are happy to cooperate in
any way we can.

  Regards,

  /s/
  Amy M. Trombly

  Amy
  M. Trombly, Counsel to the Company