Exhibit 23.1


                          INDEPENDENT AUDITORS' CONSENT

 We consent to the use of our report dated July 31, 2003, with respect to the
consolidated balance sheets of Precision Optics Corporation, Inc. and
Subsidiaries as of June 30, 2003 and 2002 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended, incorporated herein by reference.

                                                     /s/ KPMG LLP

Boston, Massachusetts
December 5, 2003