10KSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     For the Fiscal Year Ended June 30, 1996

                        Commission File Number 001-10647

                       PRECISION OPTICS CORPORATION, INC.
                 (Name of small business issuer in its charter)


        MASSACHUSETTS                                 04-279-5294
   (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)                   Identification No.)

                                22 EAST BROADWAY
                          GARDNER, MASSACHUSETTS 01440
               (Address of principal executive offices) (Zip Code)

                   Issuer's telephone number is (508) 630-1800

      Securities  registered  pursuant to Section 12(b) of the Act:

                                                    Name of each exchange on
         Title of each class                             which registered

COMMON STOCK, $.01 PAR VALUE                        BOSTON STOCK EXCHANGE, INC.

Securities registered pursuant to Section 12(g) of the Act:  None

         Check whether the issuer (1) filed all reports  required to be filed by
Section  13 or 15 of the  Exchange  Act  during  the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

         Check if no disclosure of delinquent filers to Item 405 of Regulation
S-B is contained in this form, and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X

         The issuer's revenues for its most recent fiscal year were $8,055,271.

         The aggregate  market value of the voting stock,  consisting  solely of
common stock,  held by non-affiliates of the issuer computed by reference to the
closing price of such stock was $7,808,409 as of June 30, 1996.

         The number of shares of  outstanding  common  stock of the issuer as of
August 31, 1996 was 5,980,502.

                                   Page 1 of 3







                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  November 4, 1996                  PRECISION OPTICS CORPORATION, INC.


                                         By:/s/ Richard E. Forkey
                                          Richard E. Forkey
                                          Chairman of the Board and Chief
                                          Executive Officer

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

By:/s/ Richard E. Forkey                By:/s/ Jack P. Dreimiller
 Richard E. Forkey                       Jack P. Dreimiler
 President, Treasurer and                Senior Vice President, Finance
 Director (Principal                     and Chief Financial Officer
 Executive Officer)                      (Principal Financial and
                                         Accounting officer)

November 4, 1996                        November 4, 1996
- ---------------------                   ----------------
Date                                    Date

By:/s/ Joel R. Pitlor                   By:/s/ Edward A. Benjamin
 Joel R. Pitlor                          Edward A. Benjamin
 Director                                Director

November 4, 1966                        November 4, 1996
- --------------------                    ----------------
Date                                    Date

By:/s/ Robert R. Shannon
 Robert R. Shannon
 Director

November 4, 1996
Date


                                       -2-






                                  EXHIBIT INDEX




Exhibit Number                                       Description

       27                                     Financial Data Schedule


                                       -3-

EX-27

 



       
 
                                                           

                                  




<ARTICLE> 5
<MULTIPLIER> 1
<PERIOD-TYPE>                                                       12-MOS
<FISCAL-YEAR-END>                                              JUN-30-1996
<PERIOD-END>                                                   JUN-30-1996
<CASH>                                                           2,617,813
<SECURITIES>                                                             0
<RECEIVABLES>                                                    1,139,804
<ALLOWANCES>                                                        82,000
<INVENTORY>                                                      1,863,694
<CURRENT-ASSETS>                                                 5,815,271
<PP&E>                                                           2,617,706
<DEPRECIATION>                                                   1,531,228
<TOTAL-ASSETS>                                                   7,082,620
<CURRENT-LIABILITIES>                                            1,326,296
<BONDS>                                                            361,627
<PREFERRED-MANDATORY>                                                    0
<PREFERRED>                                                              0
<COMMON>                                                            59,805
<OTHER-SE>                                                       5,417,570
<TOTAL-LIABILITY-AND-EQUITY>                                     7,082,620
<SALES>                                                          8,055,271
<TOTAL-REVENUES>                                                 8,055,271
<CGS>                                                            5,592,871
<TOTAL-COSTS>                                                    5,592,871
<OTHER-EXPENSES>                                                 2,128,155
<LOSS-PROVISION>                                                         0
<INTEREST-EXPENSE>                                                  16,639
<INCOME-PRETAX>                                                    441,710
<INCOME-TAX>                                                        36,000
<INCOME-CONTINUING>                                                405,710
<DISCONTINUED>                                                           0
<EXTRAORDINARY>                                                          0
<CHANGES>                                                                0
<NET-INCOME>                                                       405,710
<EPS-PRIMARY>                                                          .07
<EPS-DILUTED>                                                          .07