November 12, 2019

Joseph N. Forkey
Chief Executive Officer
Precision Optics Corporation, Inc.
22 East Broadway
Gardner, MA 01440

       Re: Precision Optics Corporation, Inc.
           Registration Statement on Form S-1
           Filed October 29, 2019
           File No. 333-234364

Dear Mr. Forkey:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment. In our comment, we may ask you to provide us with
information so
we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to the comment, we may have additional comments.

Registration Statement on Form S-1

Financial Statements, page F-1

1.     We note your significant acquisition of Ross Optical on June 1, 2019 and
that you have
       filed pro forma financial statements related to this acquisition. Please
revise your
       registration statement to also provide the audited historical financial
statements for the
       acquired entity pursuant to Rule 8-04 of Regulation S-X, as well as the
interim financial
       statements for Ross specified in Rule 8-03, including the comparable
period of the
       preceding fiscal year.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Joseph N. Forkey
Precision Optics Corporation, Inc.
November 12, 2019
Page 2

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Ada D. Sarmento at 202-551-3798 or Christine Westbrook at
202-551-
5019 with any questions.



                                                           Sincerely,
FirstName LastNameJoseph N. Forkey
                                                           Division of
Corporation Finance
Comapany NamePrecision Optics Corporation, Inc.
                                                           Office of Life
Sciences
November 12, 2019 Page 2
cc:       Amy Trombly, Esq.
FirstName LastName