8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                       THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):
      March 20, 2000 (March 16, 2000)


                       PRECISION OPTICS CORPORATION, INC.

           -----------------------------------------------------------

             (Exact name of registrant as specified in its charter)

Massachusetts                         001-10647                    04-2795294
- ------------------               ------------------            ---------------
(State or other jurisdiction of      (Commission              (I.R.S. Employer
of incorporation or organization)    File Number)            Identification No.)

                 22 East Broadway, Gardner, Massachusetts 01440
         ---------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code:          (978) 630-1800






Item 5.           Other Events.

         The Registrant recently completed a private placement of shares of its
Common Stock, par value $.01 per share. The private placement is described in
press releases issued by the Registrant on March 20, 2000 and March 16, 2000,
which are attached hereto as Exhibits 99.1 and 99.2, respectively.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (c) Exhibits. The following exhibits are filed herewith:

        99.1  Press release issued on March 20, 2000

        99.2  Press release issued on March 16, 2000



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                               PRECISION OPTICS CORPORATION, INC.

Date:  March 20, 2000          By: /S/ JACK P. DREIMILLER
                                  ----------------------------------------------
                                  Name:    Jack P. Dreimiller
                                  Title:   Senior Vice President, Finance and
                                           Chief Financial Officer





                       PRECISION OPTICS CORPORATION, INC.

                            EXHIBIT INDEX

EXHIBIT NO.          EXHIBIT DESCRIPTION
- -----------          -------------------
99.1                 Press release issued on March 20, 2000
99.2                 Press release issued on March 16, 2000

EX-99.1

                                                                        Ex. 99.1

                                                                  March 20, 2000

           PRECISION OPTICS CORPORATION ANNOUNCES REVISED VALUATION OF
                PRIVATE PLACEMENT DUE TO HIGHER INVESTOR INTEREST

GARDNER, MA. - Precision Optics Corporation, Inc. (Nasdaq: POCI) announced today
that because of increased participation by institutional investors, it has
increased the size of its recently announced private placement of common stock
from a transaction previously valued at up to $22.9 million to one valued at up
to $27.4 million. The private placement, made to qualified institutional and
private investors, closed March 17, 2000. Details of the revised transaction are
as follows:

Investors have purchased 789,463 shares of common stock, resulting in gross
proceeds to the Company of $15 million. In addition, warrants exercisable for
465,798 shares of common stock were issued in the private placement, including
warrants issued in respect of fees, with additional potential proceeds to the
Company of up to $12.4 million upon exercise of the warrants. The securities
offered in the private placement have not been registered under the Securities
Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exception from registration requirements.

These investments will allow the Company to acquire additional equipment and
facilities, to provide increased production capacity for Dense Wavelength
Division Multiplexer (DWDM) optical filters, for development of other
telecommunications products, and for general corporate purposes.

Forward-looking statements contained in this news release are made under "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995 and
involve a number of risks and uncertainties that could materially affect future
results. Among these risk factors are general economic and business conditions
and growth in the optical communications and medical product markets, the impact
of competitive products and pricing, availability of third-party components,
cost and yields associated with production of the Company's optical
communications and other products and the other risk factors and cautionary
statements listed from time to time in the Company's periodic reports filed with
the Securities and Exchange Commission, including but not limited to, the
Company's Annual Report on Form 10-KSB for the year ended June 30, 1999.

Precision Optics Corporation provides high quality optical thin film coatings
used in a variety of high technology applications including Optical
Communications, Microlithography, Semiconductor Processing, Photomasks, and
Advanced Imaging. In addition, Precision Optics Corporation designs, develops,
manufactures and markets specialized optical systems and





components. Its products and services as an original equipment manufacturer
include a line of laparoscopes and arthroscopes as well as other medical
instruments, industrial optical systems, lens systems for night-vision
equipment, and advanced optical systems design and development.

EX-99.2

                                                                        Ex. 99.2
                                                                  March 16, 2000

           PRECISION OPTICS CORPORATION ANNOUNCES PRIVATE PLACEMENT OF
                                  COMMON STOCK

GARDNER, MA. - Precision Optics Corporation, Inc. (Nasdaq: POCI) announced today
that it has completed a private placement transaction valued at up to $22.9
million. The private placement was made to qualified institutional and private
investors.

Investors have agreed to purchase 657,895 shares of common stock and warrants
exercisable for an additional 388,157 shares of common stock, resulting in gross
proceeds to the Company of $12.5 million, with additional potential proceeds of
up to $10.4 million upon exercise of the warrants. At the time issued, the
securities offered in the private placement will not have been registered under
the Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exception from registration requirements.

These investments will allow the Company to acquire additional equipment and
facilities, to provide increased production capacity for Dense Wavelength
Division Multiplexer (DWDM) optical filters, for development of other
telecommunications products, and for general corporate purposes.

Forward-looking statements contained in this news release are made under "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995 and
involve a number of risks and uncertainties that could materially affect future
results. Among these risk factors are general economic and business conditions
and growth in the optical communications and medical product markets, the impact
of competitive products and pricing, availability of third-party components,
cost and yields associated with production of the Company's optical
communications and other products and the other risk factors and cautionary
statements listed from time to time in the Company's periodic reports filed with
the Securities and Exchange Commission, including but not limited to, the
Company's Annual Report on Form 10-KSB for the year ended June 30, 1999.

Precision Optics Corporation provides high quality optical thin film coatings
used in a variety of high technology applications including Optical
Communications, Microlithography, Semiconductor Processing, Photomasks, and
Advanced Imaging. In addition, Precision Optics Corporation designs, develops,
manufactures and markets specialized optical systems and components. Its
products and services as an original equipment manufacturer include a line of
laparoscopes and arthroscopes as well as other medical instruments, industrial
optical systems, lens systems for night-vision equipment, and advanced optical
systems design and development.