v03231_8k

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):

May 12, 2004

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 Information and Regulation FD Disclosure.

     On May 12, 2004, the Registrant issued the press release attached as Exhibit 99.1 announcing a rights offering.

Item 7. Financial Statements and Exhibits.

(c) Exhibit Number   Title
 
 
  99.1       Press Release issued by Precision Optics Corporation, Inc. on May 12, 2004
       

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.

Date: May 12, 2004 PRECISION OPTICS CORPORATION, INC.
     
  By:  /s/ Jack P. Dreimiller
   
    Name: Jack P. Dreimiller
Title:   Senior Vice President, Finance and
            Chief Financial Officer

EXHIBIT INDEX

Exhibit Number Description
99.1 Press Release issued by Precision Optics Corporation, Inc. on May 12, 2004.