**EXHIBIT
        14.1**
  **PRECISION
          OPTICS CORPORATION, INC.**
  **CORPORATE
          CODE OF ETHICS AND CONDUCT**
 **1.** **General
        Policy**
  It
        is the
        policy of Precision Optics Corporation, Inc. (“Precision Optics” or the
“Company”) to conduct business in compliance with all applicable laws, rules and
        regulations. Further, it is our policy to conduct business with integrity.
        We
        make this commitment to our customers, to our partners, to our stockholders,
        to
        our community, to those government agencies that regulate Precision Optics,
        and
        to ourselves.
  Each
        Precision Optics employee, officer and director must work to comply with
        the
        policies set forth in this Code of Ethics and Conduct (the “Code”). All
        employees, officers and directors should review this Code and related materials,
        including the Company’s Employee Manual dated May 1, 2001 (the “Employee
        Manual”), portions of which are referred to in this Code, and make sure that
        these policies guide their actions. Because of the complex and changing nature
        of legal requirements, each member of Precision Optics must be constantly
        vigilant to ensure that their conduct complies with the Code. If any employee,
        officer or director becomes aware of an issue of legal compliance which is
        not
        adequately addressed in this Code, you should notify your supervisor or the
        Chief Financial Officer.
  Precision
        Optics takes compliance with laws, regulations, rules and the Code seriously.
        Any violation of such will result in disciplinary action. Such action may
        include an oral or written warning, disciplinary probation, suspension,
        reduction in salary, demotion or dismissal from employment. These disciplinary
        actions also may apply to an employee’s supervisor who directs or approves the
        employee’s improper actions or is aware of those actions, but does not act
        appropriately to correct them or fails to exercise appropriate
        supervision.
  If
        a
        question arises as to whether any action complies with Precision Optics’
        policies or applicable law, an employee, officer or director should present
        that
        question directly to the Company’s Chief Financial Officer (the “Compliance
        Officer”). The Compliance Officer’s telephone number is (978) 630-1800 ext. 117. **** Concerns
        about violations of any part of this Code made to the telephone number may
        be
        made anonymously. **** Any
        calls, detailed notes and/or emails will be dealt with confidentially. In
        raising an issue, you may remain anonymous, although you are encouraged to
        identify yourself. Should you choose to identify yourself, your identity
        will be
        kept confidential to the extent feasible or permissible under the law. All
        employees, officers and directors of Precision Optics have the commitment
        of
        Precision Optics and of the Audit Committee of Precision Optics’ Board of
        Directors that they will be protected from retaliation . However,
        Precision Optics reserves the right to discipline anyone who knowingly makes
        a
        false accusation, provides false information to the Company or has acted
        improperly. **** Failure
        to report known or suspected wrongdoing of which any member of Precision
        Optics
        has knowledge may, by itself, subject that person to disciplinary
        action.
  This
        Code
        generally highlights some of the more important legal principles with which
        employees, officers and directors are expected to be familiar. The fact that
        this Code does not specifically reference other applicable laws (some of
        which
        may be covered in other Precision Optics policies) does not diminish their
        importance or application.
  
 **2.** **Compliance
        with the Law**
  Precision
        Optics seeks to comply with all applicable government laws, rules and
        regulations. We need the cooperation of all employees, officers and directors
        to
        do so and to bring lapses or violations to light. While some regulatory schemes
        may not carry criminal penalties, they may control the licenses and
        certifications that allow Precision Optics to conduct its business. Precision
        Optics’ continued ability to operate depends upon your help for
        compliance.
  Some
        of
        the regulatory programs which employees may deal with in the course of their
        duties include, but are not limited to, the following:
  o
            Labor
                laws, o
            Occupational
                safety and health regulation, o
            Building,
                safety and fire codes, o
            Wage
                and hour laws, and o
            Applicable
                U.S. Food and Drug Administration
                regulations. 
 The
        Compliance Officer can provide employees with information on these rules,
        and
        can direct questions or concerns to the proper person.
  **3.** **Stock**
  Because
        our stock is a publicly-traded security, certain activities of Precision
        Optics
        are subject to certain provisions of the federal securities laws. These laws
        govern the dissemination or use of information about the affairs of Precision
        Optics or its subsidiaries or affiliates, and other information which might
        be
        of interest to persons considering the purchase or sale of our stock. Violations
        of the federal securities laws could subject you and the Company to stiff
        criminal and civil penalties. Accordingly, Precision Optics does not sanction
        and will not tolerate any conduct that risks a violation of these
        laws.
  **a.** **Disclosure
        of Transactions in Company’s Securities**
  The
        Securities and Exchange Commission (“SEC”) requires continuing disclosure of
        transactions in the Company’s publicly traded securities by the Company, its
        directors, officers, major stockholders and other affiliated persons. We
        are
        committed to complying with obligations related to this disclosure.
  **b.** **Insider
        Trading**
  It
        is
        illegal for any person, either personally or on behalf of others, (i) to
        buy or
        sell securities while in possession of material non-public information, or
        (ii)
        to communicate (to “tip”) material non-public information to another person who
        trades in the securities on the basis of the information or who in turn passes
        the information on to someone who trades. All directors, officers, employees
        and
        temporary insiders, such as accountants and lawyers, must comply with these
        “insider trading” restrictions. For more information, please see the section
        entitled *“Trades
        in Public Securities by Company Personnel”* set
        forth in the Employee Manual, a copy of which has been previously provided
        to
        you but which may also be obtained upon request to the Compliance
        Officer.
  **4.** **Confidential
        Information**
  You
        may
        be entrusted with Precision Optics’ confidential business information. You are
        required to safeguard and use such information only for Precision Optics’
        purposes. Confidential information includes all non-public information that
        might be of use to competitors or harmful to Precision Optics or its customers,
        if disclosed. You are expected to maintain the confidentiality of any and
        all
        such information entrusted to you by Precision Optics or our customers or
        partners. Examples of confidential business information include, but are
        not
        limited to: the Company’s trade secrets, business trends, information on product
        development programs, detailed sales and cost figures, new product or marketing
        plans, research and development ideas or information, manufacturing processes,
        and information about potential acquisitions, divestitures and investments.
        Failure to observe this duty of confidentiality may compromise our competitive
        advantage over competitors and may additionally result in a violation of
        securities, antitrust or employment laws. It may also violate agreements
        providing for the protection of such confidential information. You should
        not
        discuss confidential Company information outside the Company, even with your
        own
        family.
  
 You
        may
        also possess sensitive, privileged information about our customers or partners.
        These parties properly expect that this information will be kept confidential.
        Precision Optics takes very seriously any violation of a customer’s or partner’s
        confidentiality and will not tolerate such conduct.
  For
        more
        information, please see the section entitled *“Confidentiality
        of Company Information”* set
        forth
        in the Employee Manual.
  **5.** **Special
        Ethical Obligations For Employees With Public Reporting
        Responsibilities**
  As
        a
        public company, we are also committed to carrying out all continuing disclosure
        obligations in a full, fair, accurate, timely and understandable manner.
        Depending on their position with Precision Optics, employees, officers or
        directors may be called upon to provide information to assure that the Company’s
        public reports are complete, fair and understandable. Precision Optics expects
        all of its personnel to take this responsibility very seriously and to provide
        prompt and accurate answers to inquiries related to the Company’s public
        disclosure requirements.
  The
        Accounting Department bears a special responsibility for promoting integrity
        throughout the organization, with responsibilities to stockholders both inside
        and outside of Precision Optics. The Chief Executive Officer, the Chief
        Financial Officer and other Accounting Department personnel have a special
        role
        both to adhere to these principles themselves and also to ensure that a culture
        exists throughout the company as a whole that ensures the fair and timely
        reporting of Precision Optics’ financial results and condition.
  Employees,
        officers and directors should promptly report to the Compliance Officer and/or
        the Audit Committee any conduct that the individual believes to be a violation
        of law or business ethics or of any provision of the Code, including any
        transaction or relationship that reasonably could be expected to give rise
        to
        such a conflict. Violations, including failures to report potential violations
        by others, will be viewed as a severe disciplinary matter that may result
        in
        personnel action, including termination of employment.
  **6.** **Continuing
        Disclosure Obligations and Accuracy of Business
        Records**
  In
        order
        to support all our disclosure obligations, it is our policy to record and
        report
        our factual information honestly and accurately. Failure to do so is a grave
        offense and will subject an individual to severe discipline by the Company,
        as
        well as possible criminal and civil penalties.
  Compliance
        with established accounting procedures, Precision Optics’ system of internal
        controls, and generally accepted accounting principles is necessary at all
        times. In order to achieve such compliance, the Company’s records, books and
        documents must accurately reflect the transactions and provide a full account
        of
        Precision Optics’ assets, liabilities, revenues and expenses. Knowingly entering
        inaccurate or fraudulent information into Precision Optics’ accounting system is
        unacceptable and may be illegal. Any individual that has knowledge that an
        entry
        or process is false and material are expected to consult the Compliance Officer.
        In addition, it is the responsibility of each member of Precision Optics
        to give
        their cooperation to the Company’s auditors.
  
 Every
        individual should also be aware that almost all business records of the Company
        may become subject to public disclosure in the course of litigation or
        governmental investigation. Records are also often obtained by outside parties
        or the media. Employees should therefore attempt to be as clear, concise,
        truthful and accurate as possible when recording any information. They must
        refrain from making legal conclusions or commenting on legal positions taken
        by
        the Company or others. They must also avoid exaggeration, colorful language,
        and
        derogatory characterizations of people and their motives. Precision Optics
        will
        not tolerate any conduct that creates an inaccurate impression of Precision
        Optics’ business operations.
  **7.** **Protection
        and Proper Use of Company Assets**
  Employees,
        officers and directors should protect the Company’s assets and ensure their
        efficient use. Theft, carelessness and waste have a direct impact on the
        Company’s profitability. All Company assets should be used for legitimate
        business purposes. Individual supervisors are responsible for ensuring Company
        resources are used productively or to enhance employees’ skills and job
        performance.
  Everyone
        who works with the Company’s computer-based resources is responsible for their
        appropriate use and protection from theft, damage or loss. Employees should
        take
        care to understand the risks and protect and ensure that the security features
        of the computer-based resources are not compromised. Information created,
        transmitted or accessed on Company networks is Company property and Precision
        Optics reserves the right to monitor or restrict access to it. The same level
        of
        care should be taken when using Precision Optics’ e-mail, internet and voice
        mail systems as is used in written documents. For example, confidential
        information about Precision Optics should not be disclosed on electronic
        bulletin boards, in chat rooms or posted on an internet website. For more
        information, please see the section entitled *“Use
        of Computers”* set
        forth
        in the Employee Manual.
  **8.** **Corporate
        Opportunities**
  Employees,
        officers and directors are prohibited from (a) taking for yourself personally
        opportunities that you discover through the use of Company property, information
        or position, (b) using Company property, information or position for personal
        gain and (c) competing with the Company. An employee, officer or director
        owes a
        duty to the Company to advance its legitimate interests when the opportunity
        to
        do so arises.
  **9.** **Fair
        Dealing**
  Employees,
        officers and directors should endeavor to deal fairly with the Company’s
        customers, partners, suppliers, competitors and employees. You should not
        take
        unfair advantage of anyone through manipulation, concealment, abuse of
        privileged information, misrepresentation of material facts or any other
        unfair-dealing practices.
  **10.** **Conflicts
        of Interest**
  Precision
        Optics’ employees, officers and directors should avoid all potential conflicts
        of interest or situations that give the appearance of a conflict of interest.
        A
        conflict of interest occurs when the private interest of a Precision Optics
        employee or director (or an immediate family or household member or someone
        with
        whom you have an intimate relationship) interferes, in any way -- or even
        appears to interfere -- with the duties performed by the Precision Optics
        employee or director or with the interests of the Company as a whole. A conflict
        situation can arise when an employee, officer or director takes actions or
        has
        interests that may make it difficult to perform his or her work objectively
        and
        effectively. Conflicts of interest also arise when an employee, officer or
        director, or a member of his or her family, receives improper personal benefits
        as a result of his or her position in the Company. Loans to, or guarantees
        of
        obligations of, such persons are of special concern.
  
 To
        this
        end, Precision Optics’ employees, officers or directors may not be employed by,
        act as a consultant to, or have an independent business relationship with
        any of
        Precision Optics’ customers, competitors or suppliers. Nor may employees,
        officers or directors invest in any customer, supplier, or competitor (other
        than through mutual funds or through holdings of less than 2 **** percent
        of the outstanding shares of publicly traded securities) unless they first
        obtain written permission from the Chief Executive Officer. Employees, officers
        or directors may not divulge or use Precision Optics’ confidential information
        -- such as financial data, customer information, and computer programs --
        for
        their own personal or business purposes.
  Any
        personal or business activities by an employee, officer or director that
        may
        raise concerns along these lines must be disclosed to and approved in advance
        by
        the Compliance Officer. For more information, please see the section entitled *“Conflict
        of Interest”* set
        forth
        in the Employee Manual.
  **11.** **Gifts,
        Meals and Entertainment**
  **a.** **Entertainment
        and Gifts**
  Precision
        Optics recognizes that in some instances, gifts and entertainment can provide
        an
        appropriate means of furthering a business relationship. However, no employee,
        officer or director should accept or provide gifts of more than $50 in
        connection with their business dealings. The offer or receipt of any such
        gift
        over $50 should be reported immediately to the Compliance Officer. Normal
        business courtesies involving no more than ordinary amenities (such as lunch,
        dinner, a spectator event or a golf game) are permitted, as are token non-cash
        gifts of nominal value. The guiding principle and spirit of this code is
        that no
        gift, favor or entertainment, whether a single event or a pattern of behavior,
        should be accepted or provided if it will obligate, or appear to obligate,
        the
        recipient. If you are uncertain about the propriety of a gift, you should
        contact the Compliance Officer for guidance.
  **b.** **Relationships
        with Government Personnel**
  Separate
        and more stringent gift, meals, and entertainment rules apply to dealings
        with
        government officials. Federal and state anti-kickback laws prohibit Precision
        Optics and its representatives from knowingly and willfully offering, paying,
        requesting, or receiving any money or other benefit, directly or indirectly,
        in
        return for obtaining or rewarding favorable treatment in connection with
        the
        award of a government contract. Any employee who becomes aware of any such
        conduct should immediately report it to the Compliance Officer.
  The
        anti-kickback laws must be considered whenever something of value is given
        or
        received by Precision Optics or its representatives or affiliates that is
        in any
        way connected to work performed for the government. There are many transactions
        that may violate the anti-kickback rules. As a result, no one acting on behalf
        of Precision Optics may offer or accept gifts, loans, rebates, services,
        or
        payment of any kind to or from government suppliers and vendors without first
        consulting the Compliance Officer.
  **c.** **Business
          Dealings in Foreign Countries**
  Federal
        law prohibits U.S. companies, and those acting on their behalf, from bribing
        foreign officials to obtain or retain business. Foreign officials include
        officers and employees of a foreign government or of a foreign governmental
        department or agency. Indirect payments including those to agents or third
        parties with the knowledge that at least a portion of the payment will be
        given
        to a foreign official for an illegal purpose are prohibited. Precision Optics
        will not tolerate any conduct that violates this law.
  **12.** **Interacting
        with the Government**
  Precision
        Optics values its good relations with local, state, federal and foreign
        governments. We are committed to being a “good corporate citizen” and are proud
        of the contributions we have made to help the communities where we do business.
  The
        Company’s policy is to deal honestly and fairly with government representatives
        and agents and to comply with valid and reasonable governmental requests
        and
        processes. Be truthful and straightforward in your dealings with governmental
        representatives and do not direct or encourage another Precision Optics employee
        (or someone else) to provide false or misleading information to any government
        agent or representative. Do not direct or encourage anyone to destroy records
        relevant to a fact-finding process.
  **13.** **Employee
        Relations** ****
  The
        Company recognizes and understands the importance of balancing work and family
        life. Even though an employee’s non-work-related activities outside of the
        Company are considered personal business, employees should always remember
        that
        they are a representative of the Company.
  All
        employees, officers and directors should review the Company’s policies regarding
        discrimination, workplace harassment (including sexual harassment), health
        and
        safety and related matters, which are set forth in the Employee
        Manual.
  **14.** **Purchasing**
  Purchasing
        decisions must be made in accordance with applicable Precision Optics policy.
        In
        addition, the prohibitions discussed in Section 11 of this Code, entitled
        “Gifts, Meals and Entertainment” apply to purchasing decisions made on behalf of
        Precision Optics. Purchasing decisions must in all instances be made free
        from
        any conflicts of interest that could affect the outcome. Precision Optics
        is
        committed to a fair and objective procurement system which results in the
        acquisition of quality goods and services for Precision Optics at a fair
        price.
  **15.** **Exports
        and Imports**
  There
        are
        many U.S. laws governing international trade and commerce which serve to
        limit
        the export of certain products to certain countries. Precision Optics is
        committed to complying with those laws. Under no circumstances will Precision
        Optics make sales contrary to U.S. export laws. Because these regulations
        are
        complicated and change periodically, employees seeking to make a sale to
        a
        customer in a foreign country must first confirm the legal trade status of
        that
        country. If an employee is uncertain about whether a foreign sale complies
        with
        U.S. export laws, he or she must contact the Compliance Officer for guidance.
        Precision Optics’ employees should be aware that there are also many U.S. laws
        that govern the import of items into the United States. Among other things,
        these laws control what can be imported into the United States, how the articles
        should be marked, and the amount of duty to be paid. Precision Optics complies
        with all U.S. import laws. If an employee is uncertain about whether a
        transaction involving the importation of items into the United States complies
        with these laws, he or she must contact the Compliance Officer for
        guidance.
  
 **16.** **Media/Public
        Relations and Governmental Inquiries**
  When
        Precision Optics provides information to the news media, securities analysts
        and
        stockholders, it has an obligation to do so accurately and completely. In
        order
        to ensure that Precision Optics complies with its obligations, employees
        receiving inquiries regarding Precision Optics’ activities, results, plans or
        position on public issues should refer the request to the Company’s Chief
        Executive Officer, Chief Financial Officer or the designated corporate
        spokesperson. Precision Optics’ employees may not speak publicly for the Company
        unless specifically authorized by senior management.
  Although
        unlikely, a government representative may seek to interview an employee
        regarding Precision Optics’ business activities or an employee’s work at the
        Company. If an employee is contacted by a government agent or representative
        and
        asked to provide information, contact the Chief Financial Officer at (978)
        630-1800 ext. 117.
  Occasionally,
        someone will arrive unexpectedly or a government representative may seek
        to
        inspect Company property. If this happens, an employee should immediately
        notify
        his or her manager or supervisor and contact the Chief Financial Officer
        at
        (978) 630-1800 ext. 117.
  **17.** **Response
        to Investigations or Government Inquiries**
  Numerous
        state and federal agencies have broad legal authority to investigate Precision
        Optics and review its records. Precision Optics will comply with subpoenas
        and
        respond to governmental investigations as required by law. The Compliance
        Officer is responsible for coordinating Precision Optics’ response to
        investigations and the release of any information.
  If
        an
        employee, director or officer receives an investigative demand, subpoena,
        or
        search warrant involving Precision Optics, it should be brought immediately
        to
        the Compliance Officer. No documents should be released or copied without
        authorization from the Compliance Officer or Precision Optics’ legal counsel. If
        an investigator, agent or government auditor comes to Precision Optics’
        corporate headquarters, the Chief Executive Officer should be contacted
        immediately. In the absence of the Chief Executive Officer, contact Precision
        Optics’ Compliance Officer. Ask the investigator to wait until the contacted
        individual arrives before reviewing any documents or conducting any interviews.
        The Compliance Officer, his designee, or Company’s legal counsel is responsible
        for assisting with any interviews. If Precision Optics’ employees are approached
        by government investigators and agents while they are away from Precision
        Optics’ premises and asked to discuss Company affairs, the employee has the
        right to insist on being interviewed during business hours with a supervisor
        or
        counsel present. Alternatively, any employee may choose to be interviewed
        or not
        to be interviewed at all. The Company recognizes the choice of how to proceed
        in
        these circumstances is left entirely to the employee. If an employee chooses
        to
        speak with government personnel, it is essential that the employee be truthful.
        Questions may be directed to the Compliance Officer.
  Precision
        Optics’ employees are not permitted to alter, remove, or destroy documents or
        records of Precision Optics except in accordance with regular document retention
        and destruction practices.
  
 **18.** **Disciplinary
        Action**
  It
        is
        essential that all employees accept personal responsibility for maintaining
        high
        standards of conduct and job performance, including the observance of the
        Code
        and other Company rules and policies. The Company shall consistently enforce
        the
        Code through appropriate means of discipline. Violations of the Code shall
        be
        promptly reported to the Compliance Officer and the Audit Committee. The
        Audit
        Committee shall determine whether violations of the Code have occurred and,
        if
        so, shall determine the disciplinary measures to be taken against any employee
        of the Company who has so violated the Code. Disciplinary measures, which
        may be
        invoked at the discretion of the Audit Committee, include, but are not limited
        to, oral or written warnings, disciplinary probation, suspension, reductions
        in
        salary, demotion or termination of employment. The purpose of disciplinary
        measures short of termination is corrective, to encourage employees to improve
        their conduct or performance so that they may continue their employment with
        the
        Company. These corrective disciplinary measures will not apply in the event
        of a
        serious offense that warrants immediate termination or in other circumstances
        when the Audit Committee determines that corrective measures would be
        inappropriate.
  **19.** **Amendments
        And Waivers**
  This
        Code
        applies to all of Precision Optics’ employees, officers and directors. There
        shall be no substantive amendment or waiver of any part of the Code affecting
        the directors, senior financial officers, or executives officers, except
        by a
        vote of the Board of Directors, which will ascertain whether an amendment
        or
        waiver is appropriate and ensure that the amendment or waiver is accompanied
        by
        appropriate controls designed to protect Precision Optics.
  In
        the
        event that any substantive amendment is made or any waiver is granted, the
        substantive amendment or waiver will be filed with the SEC on a Current Report
        on Form 8-K (or such other form as may be prescribed by the SEC), thereby
        allowing the Precision Optics stockholders to evaluate the merits of the
        particular substantive amendment or waiver.