8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K


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


  Date of report (Date of earliest event reported): July 2, 2002 (July 1, 2002)


                       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 4.  Change in Registrant's Certifying Accountant.

         On July 1, 2002, Precision Optics Corporation, Inc. (the
"Registrant") dismissed Arthur Andersen LLP ("Arthur Andersen") as its
independent accountants. The Registrant's Audit Committee and Board of
Directors have approved this action. The Registrant is in the process of
engaging new independent accountants and has received proposals from several
accounting firms. The Registrant will file a Current Report on Form 8-K after
it engages new independent accountants.

         The reports of Arthur Andersen on the Registrant's financial
statements for the past two fiscal years ended June 30, 2001 and June 30,
2002, respectively, contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles.

         During the Registrant's two most recent fiscal years ended June 30,
2001 and June 30, 2002, respectively, and through July 1, 2002, there were no
disagreements, resolved or unresolved, with Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Arthur Andersen, would have caused Arthur Andersen to make
reference thereto in connection with its reports on the financial statements.

         During the Registrant's two most recent fiscal years ended June 30,
2001 and June 30, 2002, respectively, and through July 1, 2002, Arthur Andersen
has not advised the Registrant as to any of the matters described in Item
304(a)(1)(iv)(B) of Regulation S-B promulgated under the Securities Act of 1933,
as amended.

         The Registrant delivered a copy of this Form 8-K report to Arthur
Andersen on July 1, 2002. Concurrently therewith, the Registrant requested that
Arthur Andersen furnish it with a letter addressed to the Securities and
Exchange Commission (the "SEC") stating whether it agrees with the above
statements and, if not, stating the respects in which it does not agree.
Attached hereto as Exhibit 16 is a copy of the letter of Arthur Andersen to the
SEC dated July 2, 2002.

Item 7.  Financial Statements and Exhibits.

         Exhibit 16   Letter from Arthur Andersen LLP to the Securities and
                      Exchange Commission dated July 2, 2002.





                                    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:  July 2, 2002                By: /s/ Jack P. Dreimiller
                                       -----------------------------------------
                                       Name:  Jack P. Dreimiller
                                       Title: Senior Vice President, Finance and
                                              Chief Financial Officer





                                  EXHIBIT INDEX

EXHIBIT NO.          DESCRIPTION
- -----------          -----------
Exhibit 16           Letter from Arthur Andersen LLP to the Securities and
                     Exchange Commission dated July 2, 2002

EX-16

                                                                      Exhibit 16

                            [Arthur Andersen LLP Letterhead]


July 2, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

We have read the second, third and fourth paragraphs of Item 4 included in
the Form 8-K dated July 2, 2002 of Precision Optics Corporation, Inc. filed
with the Securities and Exchange Commission and are in agreement with the
statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP
Arthur Andersen LLP

cc: Jack P. Dreimiller, Chief Financial Officer, Precision Optics
    Corporation, Inc.