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[Company Letterhead]

May 28,
2010

POC10-0106

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,
  as amended, for fiscal year ended June 30, 2009

  Filed
  May 14, 2010

  File
  No. 1-10647

Dear
Ms. Dicker:

In
response to comments received from the staff of the Securities and Exchange
Commission (the “Staff”) on the Form 10-K, as amended, for the fiscal year
ended June 30, 2010, the undersigned, being the Chief Executive Officer of
Precision Optics Corporation, Inc., hereby acknowledges the following:

·                  Precision Optics Corporation, Inc. is
responsible for the adequacy and accuracy of the disclosure in the Form 10-K,
as amended, filed May 14, 2010;

·                  Changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to
the Form 10-K, as amended, filed May 14, 2010; and

·                  Precision Optics Corporation, Inc. may
not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

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

  /s/
  Richard E. Forkey

  Richard
  E. Forkey

  Chief
  Executive Officer