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                          June 17, 2022

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

                                                        Re: Precision Optics
Corporation, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 13, 2022
                                                            File No. 333-265564

       Dear Dr. Forkey:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

                                                        Please contact Alan
Campbell at 202-551-4224 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Amy M. Trombly, Esq.