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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000912057-01-526096.txt : 20010802
<SEC-HEADER>0000912057-01-526096.hdr.sgml : 20010802
ACCESSION NUMBER:		0000912057-01-526096
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010801
ITEM INFORMATION:		
FILED AS OF DATE:		20010801

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRECISION OPTICS CORPORATION INC
		CENTRAL INDEX KEY:			0000867840
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
		IRS NUMBER:				042795294
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-10647
		FILM NUMBER:		1694952

	BUSINESS ADDRESS:	
		STREET 1:		22 EAST BROADWAY
		CITY:			GARDNER
		STATE:			MA
		ZIP:			01440-3338
		BUSINESS PHONE:		9786301800

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PRECISION OPTICS CORP INC
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2055650z8-k.txt
<DESCRIPTION>8-K
<TEXT>
<PAGE>


                       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 1, 2001 (August 1, 2001)


                       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


<PAGE>


Item 5.    Other Events.

On August 1, 2001, the Registrant issued the following press release announcing
a reduction in its workforce:

FOR IMMEDIATE RELEASE                                  WEDNESDAY, AUGUST 1, 2001

                     PRECISION OPTICS CORPORATION ANNOUNCES
                               WORKFORCE REDUCTION

GARDNER, MASSACHUSETTS - Precision Optics Corporation, Inc. (Nasdaq: POCI)
announced today that it is reducing its workforce by approximately 30%, or 24
employees.

The sharp reduction in demand and industry-wide excess inventory levels of
passive telecommunications components has hampered the Company's ability to
obtain new orders for its Dense Wavelength Division Multiplexer filters.
Furthermore, the Company's principal customer for DWDM filters has notified the
Company that it is canceling approximately $140,000 of filter orders. The
Company was notified that this action was due exclusively to the customer's
excess inventory issues affecting all of its vendors and all product lines. As a
result, the Company expects shipments of its DWDM filters during the quarter
ending September 30, 2001 to be substantially lower than the $620,000 of filter
shipments in the previous quarter. The Company cannot predict when significant
demand for its DWDM filters will resume.

Along with the workforce reduction, the Company will be reducing other
discretionary expenses. These actions together are expected to generate annual
cash savings in the range of $1.5 million to $2 million. The Company will
continuously monitor marketplace conditions to determine whether additional cost
savings measures are necessary.

ABOUT PRECISION OPTICS
- ----------------------
Precision Optics Corporation, a leading manufacturer of optical thin films and
optical instruments since 1984, designs and manufactures high-quality optical
thin film coatings, medical instruments, and other advanced optical systems.
Major applications for the Company's thin film coatings include DWDM filters
used to increase the bandwidth capacity of fiber-optic telecommunications
networks. The Company's medical instrumentation line includes laparoscopes,
arthroscopes and endocouplers and a world-class 3-D endoscope for use in
minimally invasive surgical procedures.

Forward-looking statements contained in this news release are made under "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995 and
involve a number of risks and uncertainties that could materially affect future
results. Among these risk factors are general economic and business conditions
and growth in the optical communications and medical product markets, the impact
of competitive products and pricing, availability of third-party components,
cost and yields associated with production of the Company's optical
communications and other products and the other risk factors and cautionary
statements listed from time to time in the Company's periodic reports filed with
the Securities and Exchange Commission, including but not limited to, the
Company's Annual Report on Form 10-KSB for the year ended June 30, 2000.

                                       ###


<PAGE>


                                    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 1, 2001               By: /s/ Jack P. Dreimiller
                                        --------------------------------------
                                           Name:      Jack P. Dreimiller
                                           Title:     Senior Vice President,
                                                      Finance and
                                                      Chief Financial Officer




                                       3


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