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<SEC-DOCUMENT>0001044321-09-000013.txt : 20090209
<SEC-HEADER>0001044321-09-000013.hdr.sgml : 20090209
<ACCEPTANCE-DATETIME>20090209115111
ACCESSION NUMBER:		0001044321-09-000013
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20090209
DATE AS OF CHANGE:		20090209
GROUP MEMBERS:		AUSTIN W. MARXE
GROUP MEMBERS:		AWM INVESTMENT COMPANY, INC.
GROUP MEMBERS:		DAVID M. GREENHOUSE
GROUP MEMBERS:		MG ADVISERS, L.L.C.
GROUP MEMBERS:		MGP ADVISERS LIMITED PARTNERSHIP
GROUP MEMBERS:		SPECIAL SITUATIONS CAYMAN FUND, L.P.
GROUP MEMBERS:		SPECIAL SITUATIONS FUND III QP, L.P.
GROUP MEMBERS:		SPECIAL SITUATIONS FUND III, L.P.
GROUP MEMBERS:		SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
GROUP MEMBERS:		SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P.
GROUP MEMBERS:		SST ADVISERS, L.L.C.

SUBJECT COMPANY:	

	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:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-41468
		FILM NUMBER:		09579579

	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

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARXE AUSTIN W & GREENHOUSE DAVID M
		CENTRAL INDEX KEY:			0001044321
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		C/O SPECIAL SITUATIONS FUNDS
		STREET 2:		527 MADISON AVENUE, SUITE 2600
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2122076500

	MAIL ADDRESS:	
		STREET 1:		C/O SPECIAL SITUATIONS FUNDS
		STREET 2:		527 MADISON AVENUE, SUITE 2600
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>precision13dt1.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __1__)


Precision Optics, Corp.

(Name of Issuer)

Common Stock, Par Value .01
(Title of Class of Securities)

740294202
(CUSIP Number)
		with a copy to:
Austin W. Marxe		Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600		Lowenstein Sandler PC
New York, New York 10022		65 Livingston Avenue
			Roseland, New Jersey 07068
			(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2008*
(Date of Event which Requires Filing of this Statement)
* The purpose of this filing is to report acquisitions of Convertible Notes and
Warrants on June 26, 2008

If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. ?

Note:  Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.  See section 240.13d-7 for
other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be ?filed? for the purpose of Section 18 of the Securities Exchange
Act of 1934 (?Act?) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).




Cusip No.   740294202
	1.	Names of Reporting Persons.  I.R.S. Identification Nos. of above
persons (entities only):

	Austin W. Marxe and David M. Greenhouse


	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
	(a)	[    ]	 	Not Applicable
	(b)	[    ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions):  00

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
				Not Applicable

	6.	Citizenship or Place of Organization:	    United States

	Number of	7.	Sole Voting Power:	0*
	Shares Beneficially	8.	Shared Voting Power:      1,589,676*
	Owned by
	Each Reporting	9.	Sole Dispositive Power:	0*
	Person With	10.	Shared Dispositive Power:      1,589,676*

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person:
1,589,676*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
		(See Instructions):		               Not Applicable

	13.	Percent of Class Represented by Amount in Row (11):    71.9% *

	14.	Type of Reporting Person (See Instructions):       IA, IN


*	This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?).  Marxe and Greenhouse share sole voting and
investment power over 1,097 shares of Common Stock owned by Special
Situations Cayman Fund, L.P., 4,181 shares of Common Stock owned by
Special Situations Fund III, L.P., 207,698 shares of Common Stock,
7,630,000 Warrants to purchase 377,200 Common Shares and $275,000
Debenture convertible into 220,000 Common Shares owned by Special
Situations Fund III QP, L.P.,  160,000 shares of Common Stock, 7,630,000
Warrants to purchase 377,200 Common Shares and $275,000 Debenture
convertible into 220,000 Common Shares owned by Special Situations Private
Equity Fund, L.P., and 22,300 shares of common stock owned by Special
Situations Technology Fund II, L.P.  See Items 2 and 5 of this Schedule
13D for additional information.


Item 1.	Security and Issuer.
	This schedule related to the Common Stock of Precision Optics, Corp.
the ?Issuer?). The Issuer?s principal executive officers are located at 22 East
Broadway, Gardner MA 01440

Item 2.	Identity and Background.
	The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM
Investment Company, Inc. (?AWM?), the general partner of and investment adviser
to Special Situations Cayman Fund, L.P. (?Cayman?).  AWM also serves as the
general partner of MGP Advisers Limited Partnership (?MGP?), the general
partner of and investment adviser to Special Situations Fund III, L.P.
(?SSF3?) and general partner of Special Situations Fund III QP, L.P. (SSFQP).
Marxe and Greenhouse are also members of MG Advisers L.L.C. (?MG?), the general
partner of Special Situations Private Equity Fund, L.P. (?SSPE?), and members
of SST Advisers, L.L.C. (?SSTA?), the general partner of Special Situations
Technology Fund II, L.P. (?Tech II?).  AWM serves as the investment adviser
to SSFQP, SSPE, and Tech II. (SSF3, SSFQP, Cayman, SSPE, and Tech II will
hereafter be referred to as, the ?Funds?).

	The principal office and business address of the Reporting Persons,
is 527 Madison Avenue, Suite 2600, New York NY 10022.

	The principal business of each Fund is to invest in equity and
equity-related securities and other securities of any kind or nature.

	Mr. Marxe and Mr. Greenhouse have never been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
have either of them been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
he was or is now subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.  Mr.
Marxe and Mr. Greenhouse are citizens of the United States.

Item 3.	Source and Amount of Funds or Other Consideration.
	Each Fund utilized its own available net assets to purchase the
securities referred to in this Schedule.

Item 4.	Purpose of Transaction.

	The securities referred to in this Schedule have been acquired by
each of the Funds for investment purposes and not with the purpose or effect of
changing or influencing control of the Issuer.  Each Fund acquired the
securities in the ordinary course of business and is holding the securities for
the benefit of its investors.

Item 5.	Interest in Securities of the Issuer.

		Cayman owns 1,097 shares of Common Stock or 0.1% of the shares
outstanding, SSF3 owns 4,181 shares of Common Stock or 0.4% of the shares
outstanding, SSFQP owns 207,698 shares of Common Stock, 7,630,000 Warrants to
purchase 377,200 Common Shares and $275,000 Debenture convertible into 220,000
Common Shares or 49.8% of the shares outstanding, SSPE owns 160,000 shares of
Common Stock, 7,630,000 Warrants to purchase 377,200 Common Shares and $275,000
Debenture convertible into 220,000 Common Shares or 46.9% of the shares
outstanding, and Tech II owns 22,300 shares of common stock or 2.2% of the
outstanding shares. Messrs. Marxe and Greenhouse share the power to vote and
direct the disposition of all shares of Common Stock owned by each of the Funds.
Messrs. Marxe and Greenhouse are deemed to beneficially own a total of 395,276
shares of Common Stock, 15,260,000 Warrants to purchase 754,400 Common Shares
and $550,000 Debentures convertible into 440,000 Common Shares or 71.9% of the
outstanding shares.


		The following table reflects the acquisition of 10% Senior Secured
Convertible Notes and Warrants, pursuant to the Private Offering, which
occurred on June 25, 2008.  No other transactions occurred during the sixty
days preceding the date of the event that requires the filing of
this statement:

*On December 11, 2008 there was a 1 for 25 reverse split.


A.  Special Situations Private Equity Fund, L.P.

Date
Quantity
Average Price

(Sales)



Date

Quantity

Average Price

(Purchases)




June 26, 2008

Convertible Note



$275,000



June 26, 2008 Warrants
3,630,000 (145,200 Post
Split)






B. Special Situations Fund III QP, L.P.


Date
Quantity
Average Price

(Sales)









Date

Quantity

Average Price

(Purchases)

June 26, 2008

Convertible Note



$275,000



June 26, 2008
3,630,000 (145,200 Post
Split)




Item 6.	Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.

		No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Messrs. Marxe and
Greenhouse and any other individual or entity.

Item 7.	Material to be Filed as Exhibits.

	Joint Filing Agreement.


Signature

	After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.




Dated: February 9, 2009



	/s/_Austin W. Marxe
Austin W. Marxe



	/s/_David M. Greenhouse_____________
David M. Greenhouse






Attention:  Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).


JOINT FILING AGREEMENT


	Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13D to which this agreement is attached is filed on behalf of each of them.







	/s/_Austin W. Marxe
Austin W. Marxe



	/s/_David M. Greenhouse
David M. Greenhouse






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S5313/1
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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