May 22, 2019

Joseph N. Forkey
Chief Executive Officer
Precision Optics Corporation, Inc.
22 East Broadway
Gardner, Massachusetts 01440-3338

       Re: Precision Optics Corporation, Inc.
           Form 10-K for the Fiscal Year Ended June 30, 2018
           Filed September 27, 2018
           Form 10-Q for the Quarterly Period Ended March 31, 2019
           Filed May 15, 2019
           File No. 001-10647

Dear Mr. Forkey:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for the Fiscal Year Ended June 30, 2018

Item 9A. Controls and Procedures
Management's Annual Report on Internal Control Over Financial Reporting, page
20

1.    In future filings, revise management s report to identify the version of
the Committee of
      Sponsoring Organizations of the Treadway Commission (COSO) Internal
Control -
      Integrated Framework that was used to perform your assessment, i.e., the
1992
      Framework or the Updated Framework issued in 2013. Please refer to Item
308(a)(2) of
      Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-1

2.    In future filings, please have your auditor disclose the year they began
serving
      consecutively as your auditor. Refer to PCAOB AS 3101.10(b).
 Joseph N. Forkey
Precision Optics Corporation, Inc.
May 22, 2019
Page 2
Exhibit 23.1, page 1

3.       The consent of Stowe & Degon LLC refers to their report dated
September 27, 2018,
         although their audit report included on page F-1 of the Form 10-K is
dated September 21,
         2018. Please amend your filing to have Stowe & Degon LLC provide a
consent that refers
         to the correct audit report date.
Form 10-Q for the Quarterly Period Ended March 31, 2019

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources, page 14

4.       Revise future filings to clearly explain why you are presenting
non-GAAP net income
         (loss) amounts as part of your liquidity discussion, and to provide
all the disclosures
         required by Item 10(e) of Regulation S-K. To the extent that you are
presenting non-
         GAAP net income (loss) as a liquidity measure, explain to us how you
considered
         Questions 102.03 and 102.06 of the Compliance & Disclosure
Interpretations for Non-
         GAAP Financial Measures.
        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 Eric Atallah at 202-551-3663 or Lynn Dicker, Senior
Accountant, at 202-
551-3616 with any questions.



FirstName LastNameJoseph N. Forkey                            Sincerely,
Comapany NamePrecision Optics Corporation, Inc.
                                                              Division of
Corporation Finance
May 22, 2019 Page 2                                           Office of
Electronics and Machinery
FirstName LastName