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CORRESP
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May 28,
2010

United
States Securities and Exchange Commission

Division
of Corporate Finance

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

Washington,
D.C. 20549

  Attn:

  Lynn
  Dicker

  Re:

  Precision
  Optics Corporation, Inc.

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

  Filed
  May 14, 2010

  File
  No. 1-10647

Dear
Ms. Dicker:

I
am securities counsel for Precision Optics Corporation, Inc. (the “Company”).  Set forth below is the Company’s response to comments
received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in their letter dated May 20, 2010.  The numbering of the response corresponds to
the numbering of the comment in the letter from the Staff.

Management’s
Annual Report on Internal Control over Financial Reporting, page 45

  Comment
  1.

  Please
  refer to prior comment 4.  We note the
  disclosure added in the third paragraph of this section to provide
  management’s conclusion regarding the effectiveness of your internal control
  over financial reporting as of June 30, 2009.  However, we reiterate the disclosure
  “including internal control over financial reporting” that we previously
  referenced from the Evaluation of Disclosure Controls and Procedures section
  may not be appropriate and may be confusing to investors.  Please revise your future filings to remove
  the confusing language from that section, and revise this section to include
  a statement of management’s responsibility for establishing and maintaining
  adequate internal control over financial reporting.  Refer to Item 308T(a)(1) of Regulation
  S-K.

  Response
  1.

  The
  Company will comply with the Staff’s comment in future filings.

  Comment
  2.

  Please
  provide, in writing, a statement from the company acknowledging that:

  ·

  The
  company is responsible for the adequacy and accuracy of the disclosure in the
  filing;

  ·

  staff
  comments or changes to disclosure in response to staff comments do not
  foreclose the Commission from taking any action with respect to the filings;
  and

  ·

  the
  company my not asset staff comments as a defense in any proceeding initiated
  by the Commission or any person under the federal securities laws of the
  United States.

  Response
  2.

  The Company will respond in a separate
  communication.

If
you have further questions or comments, please feel free to contact us.  We are happy to cooperate in any way we can.

  Regards,

  /s/
  Amy M. Trombly

  Amy
  M. Trombly, Counsel to the Company

cc Jack Dreimiller, Chief Financial Officer