**Exhibit
        31.2**
 
 **Certification
        of Chief Financial Officer Required by Rule
        13a-14(a)/15d-14(a)**
 
 **CERTIFICATIONS**
  I,
        R.
        Michael Arbon, certify that:
  1.
              I
                  have reviewed this Annual Report on Form 10-KSB of Precision Optics
                  Corporation, Inc.;
  2.
              Based
                  on my knowledge, this report does not contain any untrue statement
                  of a
                  material fact or omit to state a material fact necessary to make
                  the
                  statements made, in light of the circumstances under which such
                  statements
                  were made, not misleading with respect to the period covered by
                  this
                  report;
  3.
              Based
                  on my knowledge, the financial statements, and other financial
                  information
                  included in this report, fairly present in all material respects
                  the
                  financial condition, results of operations and cash flows of the
                  small
                  business issuer as of, and for, the periods presented in this report;
  4.
              The
                  small business issuer's other certifying officer(s) and I are responsible
                  for establishing and maintaining disclosure controls and procedures
                  (as
                  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
                  small
                  business issuer and have:
  (a)
        Designed such disclosure controls and procedures, or caused such disclosure
        controls and procedures to be designed under our supervision, to ensure that
        material information relating to the small business issuer, including its
        consolidated subsidiaries, is made known to us by others within those entities,
        particularly during the period in which this report is being prepared;
  (b)
        Evaluated the effectiveness of the small business issuer's disclosure controls
        and procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end of
        the
        period covered by this report based on such evaluation; and
  (c)
        Disclosed in this report any change in the small business issuer's internal
        control over financial reporting that occurred during the small business
        issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
        quarter in the case of an annual report) that has materially affected, or
        is
        reasonably likely to materially affect, the small business issuer's internal
        control over financial reporting; and
  5.
              The
                  small business issuer's other certifying officer(s) and I have
                  disclosed,
                  based on our most recent evaluation of internal control over financial
                  reporting, to the small business issuer's auditors and the audit
                  committee
                  of the small business issuer's board of directors (or persons performing
                  the equivalent functions):
  (a)
        All
        significant deficiencies and material weaknesses in the design or operation
        of
        internal control over financial reporting which are reasonably likely to
        adversely affect the small business issuer's ability to record, process,
        summarize and report financial information; and
  (b)
        Any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the small business issuer's internal control over
        financial reporting.
  Date:
        September 28, 2005
  /s/
        R.
        Michael Arbon
 R.
        Michael Arbon
 Chief
        Financial Officer