SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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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):

May 24, 2004

PRECISION OPTICS CORPORATION, INC.

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(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

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(Address of Principal Executive Offices) (Zip Code)

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

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Item 5.		Other Information and Regulation FD Disclosure.
On May 24, 2004, the Registrant issued the press release attached as Exhibit 99.1 announcing the record date for its rights offering.
Item 7.		Financial Statements and Exhibits.
	(c)	Exhibit Number		Title
		99.1		Press Release issued by Precision Optics Corporation, Inc. on May 24, 2004.

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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: May 25, 2004	By:	/s/ Jack P. Dreimiller
		Name:	Jack P. Dreimiller
		Title:	Senior Vice President, Finance and
			Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release issued by Precision Optics Corporation, Inc. on May 24, 2004.

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