<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       -----------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       PRECISION OPTICS CORPORATION, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                  MASSACHUSETTS
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-2795294
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                       22 EAST BROADWAY, GARDNER, MA 01440
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices)        (Zip Code)

                               1997 INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                               JACK P. DREIMILLER
           SENIOR VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
                       PRECISION OPTICS CORPORATION , INC.
                                22 EAST BROADWAY
                          GARDNER, MASSACHUSETTS 01440
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (978) 630-1800
--------------------------------------------------------------------------------
          Telephone Number, Including Area Code, of Agent for Service.

                  Please send copies of all communications to:
                              PATRICK O'BRIEN, ESQ.
                                  ROPES & GRAY
                             ONE INTERNATIONAL PLACE
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 951-7000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of Securities to   Amount To Be            Proposed Maximum        Proposed Maximum         Amount of
be Registered            Registered              Offering Price Per      Aggregate Offering       Registration Fee (2)
                                                 Share (1)               Price (1)
<S>                      <C>                     <C>                     <C>                      <C>
Common Stock -           525,000 shares          $1.312-$3.844           $1,593,825                $444
$.01 Par Value

</TABLE>

(1) Of the 525,000 shares to be registered hereunder, 350,000 shares are subject
to options at an exercise price of $3.844 per share, and 25,000 shares are
subject to options at an exercise price of $1.312. An offering price of
$1.4375 per share for the remaining 150,000 shares not described above has been
estimated, pursuant to Section 457(c) and (h) on the basis of the average of
the high and low prices of shares as reported by the Nasdaq SmallCap Market on
October 27, 1999, solely for the purpose of calculating the registration fee.

(2) Registration fee consists of (a) $374.02 payable in respect of 350,000
shares subject to options at an exercise price of $3.844 per share on the
date hereof, (b) $9.12 payable in respect of 25,000 shares subject to options
at an exercise price of $1.312 and (c) $59.94 payable in respect of 150,000
shares not described above.

<PAGE>

                                     PART I


ITEM 1.  PLAN INFORMATION

          Not required to be filed with this registration statement.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

          Not required to be filed with this registration statement.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates the following documents herein by
reference:

         (a)      The Registrant's Annual Report on Form 10-KSB for the fiscal
                  year ended June 30, 1999.

         (b)      All other reports filed by the Registrant with the Securities
                  and Exchange Commission pursuant to Section 13(a) or Section
                  15(d) of the Securities Exchange Act of 1934 (the "Exchange
                  Act") since June 30, 1999, which are listed below:

                  (i)      The Registrant's Current Report on Form 8-K filed on
                           August 16, 1999

         (c)      The description of the Registrant's Common Stock , $.01 par
                  value per share, contained in the Registrant's Registration
                  Statement on Form S-1 (No. 33-43929).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents.

                                       -2-

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM     5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Registrant is organized under the laws of The Commonwealth of
Massachusetts. The Massachusetts Business Corporation Law provides that
indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by
the corporation to whatever extent specified in or authorized by its articles of
organization, a by-law adopted by the stockholders or a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors, except that no indemnification may be provided for any person with
respect to any matter as to which the person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interest of the corporation. Under Massachusetts law, a
corporation can purchase and maintain insurance on behalf of any person against
liability incurred as a director, officer, employee, agent or person serving at
the request of the corporation as a director, officer, employee or other agent
of another organization or with respect to any employee benefit plan, in his
capacity as such, whether or not the corporation would have the power to itself
indemnify him against such liability.

         The Registrant's articles of organization provide that its directors
shall not be liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director, except to the extent that
exculpation from liabilities is not permitted under the Massachusetts Business
Corporation Law as in effect at the time such liability is determined. The
by-laws of the Registrant provide generally that the Registrant shall, to the
extent legally permissible, indemnify its directors and officers against all
liabilities and expenses incurred by them in connection with the defense or
disposition of any action, suit or other proceeding in which he may be involved,
or by which he may be threatened, by reason of his being or having been a
director or officer, except with respect to any matter as to which he shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of the Registrant. In
addition, the Registrant holds a directors and officers liability policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

4.1      1997 Incentive Plan (1)

4.2      Articles of Organization of the Registrant (2)

4.3      By-laws of the Registrant (3)

                                       -3-

<PAGE>

4.4      Specimen Common Stock Certificate (2)

5.1      Opinion of Ropes & Gray

23.1     Consent of Arthur Andersen LLP

23.2     Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
         this Registration Statement)

24.1     Power of Attorney

(1)      Incorporated herein by reference to the Registrant's 1997 Proxy
         Statement on Schedule 14A.

(2)      Incorporated herein by reference to the Registrant's Registration
         Statement on Form S-18 (No. 33-36710-B).

(3)      Incorporated herein by reference to the Registrant's 1991 Annual Report
         on Form 10-KSB.


ITEM 9.  UNDERTAKINGS.

(a)  The Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to;

                  (i) Include any prospectus required by section 10(a)(3) of the
         Securities Act;

                  (ii) Reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

         (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial BONA FIDE
offering thereof; and

         (3) to file a post-effective amendment to this Registration Statement
to remove from registration any of the securities being registered which remain
unsold at the termination of the offering.

                                       -4-

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Gardner, Massachusetts on this 29th day of
October, 1999.


                                       PRECISION OPTICS CORPORATION, INC.

                                       By: /s/ Richard E. Forkey
                                           -------------------------------------
                                           Richard E. Forkey
                                           Chairman, Chief Executive Officer and
                                           President

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Precision Optics
Corporation, Inc., hereby severally constitute and appoint Richard E. Forkey and
Jack P. Dreimiller and each of them singly, as true and lawful attorneys, with
full power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all additional amendments to this registration
statement, and generally to do all things in our names and on our behalf in such
capacities to enable Precision Optics Corporation, Inc. to comply with the
provisions of the Securities Act of 1993, as amended, and all applicable
requirements of the Securities and Exchange Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                                   CAPACITY                            DATE

<S>                                         <C>                                 <C>
/s/ Richard E. Forkey                       Chairman of the                     October 29, 1999
-----------------------------------         Board of Directors,
Richard E. Forkey                           Chief Executive Officer
                                            and President
                                            (principal executive officer)

/s/ Jack P. Dreimiller                      Senior Vice President,              October 29, 1999
-----------------------------------         Finance, Chief Financial
Jack P. Dreimiller                          Officer and Clerk (principal
                                            financial and accounting
                                            officer)


/s/ Edward A. Benjamin                      Director                            October 29, 1999
-----------------------------------
Edward A. Benjamin


/s/ H. Angus Macleod                        Director                            October 29, 1999
-----------------------------------
H. Angus Macleod

</TABLE>


                                       -5-

<PAGE>


<TABLE>
<CAPTION>

<S>                                 <C>                                         <C>
/s/ Austin W. Marxe                 Director                                    October 29, 1999
----------------------------------
Austin W. Marxe


/s/ Joel R. Pitlor                  Director                                    October 29, 1999
-----------------------------------
Joel R. Pitlor


/s/ Robert R. Shannon               Director                                    October 29, 1999
---------------------------------
Robert R. Shannon

</TABLE>


                                       -6-

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT NUMBER        TITLE OF EXHIBIT

<S>                   <C>
4.1                   1997 Incentive Plan (1)

4.2                   Articles of Organization of the Registrant (2)

4.3                   By-laws of the Registrant (3)

4.4                   Specimen Common Stock Certificate (2)

5.1                   Opinion of Ropes & Gray

23.1                  Consent of Arthur Andersen LLP

23.2                  Consent of Ropes & Gray (contained in the opinion filed as
                      Exhibit 5 to this Registration Statement)

24.1                  Power of Attorney (included in Part II of this
                      Registration Statement under the caption "Signatures")
</TABLE>

(1)   Incorporated herein by reference to the exhibit to the Registrant's
      1997 Proxy Statement on Schedule 14A.

(2)   Incorporated herein by reference to the Registrant's Registration
      Statement on Form S-18 (No. 33-36710-B).

(3)   Incorporated herein by reference to the Registrant's 1991 Annual Report
      on Form 10-KSB.



                                       -7-
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{"company-data": {"conformed-name": "PRECISION OPTICS CORPORATION INC", "cik": "0000867840", "assigned-sic": "3845", "irs-number": "042795294", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89989", "film-number": "99737722"}, "business-address": {"street1": "22 EAST BROADWAY", "city": "GARDNER", "state": "MA", "zip": "01440-3338", "phone": "9786301800"}, "former-company": {"former-conformed-name": "PRECISION OPTICS CORP INC", "date-changed": "19600201"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       -----------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       PRECISION OPTICS CORPORATION, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                  MASSACHUSETTS
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-2795294
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                       22 EAST BROADWAY, GARDNER, MA 01440
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices)        (Zip Code)

                               1997 INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                               JACK P. DREIMILLER
           SENIOR VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
                       PRECISION OPTICS CORPORATION , INC.
                                22 EAST BROADWAY
                          GARDNER, MASSACHUSETTS 01440
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (978) 630-1800
--------------------------------------------------------------------------------
          Telephone Number, Including Area Code, of Agent for Service.

                  Please send copies of all communications to:
                              PATRICK O'BRIEN, ESQ.
                                  ROPES & GRAY
                             ONE INTERNATIONAL PLACE
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 951-7000

                         CALCULATION OF REGISTRATION FEE
Title of Securities to   Amount To Be            Proposed Maximum        Proposed Maximum         Amount of
be Registered            Registered              Offering Price Per      Aggregate Offering       Registration Fee (2)
                                                 Share (1)               Price (1)
Common Stock -           525,000 shares          $1.312-$3.844           $1,593,825                $444
$.01 Par Value
(1) Of the 525,000 shares to be registered hereunder, 350,000 shares are subject
to options at an exercise price of $3.844 per share, and 25,000 shares are
subject to options at an exercise price of $1.312. An offering price of
$1.4375 per share for the remaining 150,000 shares not described above has been
estimated, pursuant to Section 457(c) and (h) on the basis of the average of
the high and low prices of shares as reported by the Nasdaq SmallCap Market on
October 27, 1999, solely for the purpose of calculating the registration fee.

(2) Registration fee consists of (a) $374.02 payable in respect of 350,000
shares subject to options at an exercise price of $3.844 per share on the
date hereof, (b) $9.12 payable in respect of 25,000 shares subject to options
at an exercise price of $1.312 and (c) $59.94 payable in respect of 150,000
shares not described above.
PART I

ITEM 1.  PLAN INFORMATION

          Not required to be filed with this registration statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

          Not required to be filed with this registration statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates the following documents herein by
reference:

         (a)      The Registrant's Annual Report on Form 10-KSB for the fiscal
                  year ended June 30, 1999.

         (b)      All other reports filed by the Registrant with the Securities
                  and Exchange Commission pursuant to Section 13(a) or Section
                  15(d) of the Securities Exchange Act of 1934 (the "Exchange
                  Act") since June 30, 1999, which are listed below:

                  (i)      The Registrant's Current Report on Form 8-K filed on
                           August 16, 1999

         (c)      The description of the Registrant's Common Stock , $.01 par
                  value per share, contained in the Registrant's Registration
                  Statement on Form S-1 (No. 33-43929).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents.

                                       -2-
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM     5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Registrant is organized under the laws of The Commonwealth of
Massachusetts. The Massachusetts Business Corporation Law provides that
indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by
the corporation to whatever extent specified in or authorized by its articles of
organization, a by-law adopted by the stockholders or a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors, except that no indemnification may be provided for any person with
respect to any matter as to which the person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interest of the corporation. Under Massachusetts law, a
corporation can purchase and maintain insurance on behalf of any person against
liability incurred as a director, officer, employee, agent or person serving at
the request of the corporation as a director, officer, employee or other agent
of another organization or with respect to any employee benefit plan, in his
capacity as such, whether or not the corporation would have the power to itself
indemnify him against such liability.

         The Registrant's articles of organization provide that its directors
shall not be liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director, except to the extent that
exculpation from liabilities is not permitted under the Massachusetts Business
Corporation Law as in effect at the time such liability is determined. The
by-laws of the Registrant provide generally that the Registrant shall, to the
extent legally permissible, indemnify its directors and officers against all
liabilities and expenses incurred by them in connection with the defense or
disposition of any action, suit or other proceeding in which he may be involved,
or by which he may be threatened, by reason of his being or having been a
director or officer, except with respect to any matter as to which he shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of the Registrant. In
addition, the Registrant holds a directors and officers liability policy.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

4.1      1997 Incentive Plan (1)

4.2      Articles of Organization of the Registrant (2)

4.3      By-laws of the Registrant (3)

                                       -3-
4.4      Specimen Common Stock Certificate (2)

5.1      Opinion of Ropes & Gray

23.1     Consent of Arthur Andersen LLP

23.2     Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
         this Registration Statement)

24.1     Power of Attorney

(1)      Incorporated herein by reference to the Registrant's 1997 Proxy
         Statement on Schedule 14A.

(2)      Incorporated herein by reference to the Registrant's Registration
         Statement on Form S-18 (No. 33-36710-B).

(3)      Incorporated herein by reference to the Registrant's 1991 Annual Report
         on Form 10-KSB.

ITEM 9.  UNDERTAKINGS.

(a)  The Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to;

                  (i) Include any prospectus required by section 10(a)(3) of the
         Securities Act;

                  (ii) Reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

         (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial BONA FIDE
offering thereof; and

         (3) to file a post-effective amendment to this Registration Statement
to remove from registration any of the securities being registered which remain
unsold at the termination of the offering.

                                       -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Gardner, Massachusetts on this 29th day of
October, 1999.

                                       PRECISION OPTICS CORPORATION, INC.

                                       By: /s/ Richard E. Forkey
                                           -------------------------------------
                                           Richard E. Forkey
                                           Chairman, Chief Executive Officer and
                                           President

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Precision Optics
Corporation, Inc., hereby severally constitute and appoint Richard E. Forkey and
Jack P. Dreimiller and each of them singly, as true and lawful attorneys, with
full power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all additional amendments to this registration
statement, and generally to do all things in our names and on our behalf in such
capacities to enable Precision Optics Corporation, Inc. to comply with the
provisions of the Securities Act of 1993, as amended, and all applicable
requirements of the Securities and Exchange Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE                                   CAPACITY                            DATE
/s/ Richard E. Forkey                       Chairman of the                     October 29, 1999
-----------------------------------         Board of Directors,
Richard E. Forkey                           Chief Executive Officer
                                            and President
                                            (principal executive officer)

/s/ Jack P. Dreimiller                      Senior Vice President,              October 29, 1999
-----------------------------------         Finance, Chief Financial
Jack P. Dreimiller                          Officer and Clerk (principal
                                            financial and accounting
                                            officer)

/s/ Edward A. Benjamin                      Director                            October 29, 1999
-----------------------------------
Edward A. Benjamin

/s/ H. Angus Macleod                        Director                            October 29, 1999
-----------------------------------
H. Angus Macleod
-5-
/s/ Austin W. Marxe                 Director                                    October 29, 1999
----------------------------------
Austin W. Marxe

/s/ Joel R. Pitlor                  Director                                    October 29, 1999
-----------------------------------
Joel R. Pitlor

/s/ Robert R. Shannon               Director                                    October 29, 1999
---------------------------------
Robert R. Shannon
-6-
EXHIBIT INDEX
EXHIBIT NUMBER        TITLE OF EXHIBIT
4.1                   1997 Incentive Plan (1)

4.2                   Articles of Organization of the Registrant (2)

4.3                   By-laws of the Registrant (3)

4.4                   Specimen Common Stock Certificate (2)

5.1                   Opinion of Ropes & Gray

23.1                  Consent of Arthur Andersen LLP

23.2                  Consent of Ropes & Gray (contained in the opinion filed as
                      Exhibit 5 to this Registration Statement)

24.1                  Power of Attorney (included in Part II of this
                      Registration Statement under the caption "Signatures")
(1)   Incorporated herein by reference to the exhibit to the Registrant's
      1997 Proxy Statement on Schedule 14A.

(2)   Incorporated herein by reference to the Registrant's Registration
      Statement on Form S-18 (No. 33-36710-B).

(3)   Incorporated herein by reference to the Registrant's 1991 Annual Report
      on Form 10-KSB.

                                       -7-