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):  August 16, 1999


                       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 a
press release issued by the Registrant on August 16, 1999, which is attached
hereto as Exhibit 99.1.

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

             (c) Exhibits. The following exhibit is filed herewith:

                     99.1  Press release issued on August 16, 1999








                                    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:  August 16, 1999                By:  /s/ Jack P. Dreimiller
                                           -------------------------------------
                                                 Name:   Jack P. Dreimiller
                                                 Title:  Senior Vice President,
                                                         Finance and Chief
                                                         Financial Officer




                                      -2-




                                    EXHIBITS

                                 CURRENT REPORT
                                       ON
                                    FORM 8-K

Date of Event Reported:  August 16, 1999          Commission File No:  001-10647

                          PRECISION OPTICS CORPORATION

                                  EXHIBIT INDEX

Exhibit No.           Exhibit Description
- -----------           -------------------
99.1                  Press release issued on August 16, 1999





                                      -3-

EX-99.1

                                                                        Ex. 99.1

                                                                 August 16, 1999


                          PRECISION OPTICS CORPORATION
                        COMPLETES COMMON STOCK FINANCING


GARDNER, MA. - Precision Optics Corporation, Inc. (NASDAQ: POCI) announced today
the completion of a private placement transaction valued at nearly $2.2 million.

The financing includes the issuance of 1,000,000 shares of common stock and
1,000,000 warrants, resulting in gross proceeds to the Company of $1,062,500,
with additional potential proceeds of up to $1,125,000 upon exercise of the
warrants.

The funds will be used to pursue a number of product development, sales and
marketing opportunities in the areas of medical products and optical thin
films (in particular, for Wavelength Division Multiplexor (WDM) optical
filters) and for general corporate purposes.

The financial transaction was funded by the Special Situations Funds. The
Special Situations Funds make private placements in companies possessing a
technological, market or product niche and have been investing in public
companies for more than twenty years.

Precision Options 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 advance optical
systems design and development.