Exhibit 4.2  



	    
Subscription Rights Certificate Number	 	 	 	    
 CUSIP Number
	

    
 Rights Represented by this Subscription

Rights Certificate	
 	

    
 Basic Subscription Privilege Shares Available	
 	

    
 Record Date Shares




PRECISION OPTICS CORPORATION, INC.

SUBSCRIPTION RIGHTS CERTIFICATE TO SUBSCRIBE FOR SHARES OF COMMON STOCK FOR HOLDERS OF RECORD OF COMMON STOCK ON ________, _________, 2004 (THE "RECORD DATE").  


 EXERCISABLE ON OR BEFORE 5:00 P.M., EDT, ON ________, _____________, 2004,

UNLESS EXTENDED BY THE COMPANY (THE "EXPIRATION TIME")  


        Precision Optics Corporation, Inc., a Massachusetts corporation (the "Company"), is conducting a rights offering (the "Rights Offering"), which entitles the
holders of common stock, par value $.01 per share ("Common Stock"), of the Company to receive subscription rights for each share of Common Stock held by them at the close of business on the Record
Date. As the registered owner of this Subscription Rights Certificate, you are the owner of the number of subscription rights (each a "Right") shown above. Each Right entitles you to subscribe for
three shares of Common Stock of the Company (the "Basic Subscription Privilege"). You may subscribe for such shares at the subscription price of $1.00 per share or a total subscription price of $3.00
for all three shares (the "Subscription Price"). If you subscribe for all of the shares available pursuant to the Basic Subscription Privilege, you are also entitled to purchase at the Subscription
Price up to that number of additional shares offered in the Rights Offering that are not purchased by other rightsholders pursuant to their Basic Subscription Privilege as shown above, subject to
proration as set forth in the prospectus (the "Oversubscription Privilege"). 



        Set
forth above is the number of Rights evidenced by this Subscription Rights Certificate that you are entitled to exercise pursuant to your Basic Subscription Privilege. You have been
issued one Right per every full share of Common Stock that you held at the close of business on the Record Date. FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING,
PLEASE REFER TO THE PROSPECTUS, WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE SUBSCRIPTION AGENT, EQUISERVE TRUST COMPANY, N.A. AT
1-877-282-1169. 


THIS SUBSCRIPTION RIGHTS CERTIFICATE AND THE RIGHTS HEREUNDER ARE NON-TRANSFERABLE.  



        SUBSCRIPTION FOR SHARES: To subscribe for shares of Common Stock pursuant to your Basic Subscription Privilege, please complete lines "A" and "C" and Section 1.
To subscribe for shares of Common Stock pursuant to your Oversubscription Privilege, in addition to lines "A," and "C" and Section 1, please complete line "B". 


(Complete
appropriate lines and section on reverse side of this Subscription Rights Certificate.) 





Payment of Shares: Full payment for both Basic Subscription Privilege and Oversubscription Privilege shares must accompany this subscription or by the
Expiration Time if you are utilizing the notice of guaranteed delivery method (please see the prospectus for the notice of guaranteed delivery method). Please reference your Subscription Rights
Control Number shown above on your check, money order or notice of guaranteed delivery. 


        If
the aggregate Subscription Price paid by a holder is insufficient to purchase the number of shares of Common Stock that the holder indicates are being subscribed for, or if a holder
does not specify the number of shares of Common Stock to be purchased, then the holder will be deemed to have exercised
first, the Basic Subscription Privilege (if not already fully exercised) and second, the Oversubscription Privilege to purchase shares of Common Stock to the full extent of the payment rendered. If
the aggregate Subscription Price paid by a holder exceeds the amount necessary to purchase the number of shares of Common Stock for which the holder has indicated an intention to subscribe, then the
holder will be deemed to have exercised first, the Basic Subscription Privilege (if not already fully exercised) and second, the Oversubscription Privilege to the full extent of the excess payment
tendered. Any refund in connection with an oversubscription will be delivered as soon as practicable after the Expiration Date. 









Expiration
Date ____________________ (unless extended) 


Please
send your completed Subscription Rights Certificate (or notice of guaranteed delivery) and payment to the following: 


	To:
	EquiServe Trust Company NA

Attention: Corporate Actions 




	
BY FIRST CLASS MAIL:	
 	

BY OVERNIGHT COURIER:	
 	

BY HAND:
	

EquiServe Trust Company, N.A.

Attn: Corporate Actions

P.O. Box 859208

Braintree, MA 02185	
 	

EquiServe Trust Company, N.A

Attn: Corporate Actions

161 Baystreet Drive

Braintree, Massachusetts 02184	
 	

EquiServe Trust Company, N.A

c/o Securities Transfer & Reporting Services

100 William Street, 3rd Floor

New York, New York 10038
	

PLEASE FILL IN ALL APPLICABLE INFORMATION





	A.	 	Basic Subscription Privilege	 	    
	 	× $	 	    
	 	= $	 	    
	 	 
	 	 	(1 Right = 3 shares)	 	(No. of Shares)	 	 	 	($1.00)	 	 	 	(Purchase Price)	 	 
	

B.	
 	

Oversubscription Privilege	
 	

    
	
 	

× $	
 	

    
	
 	

= $	
 	

    
	
 	

(1)
	 	 	 	 	(No. of Shares)	 	 	 	($1.00)	 	 	 	(Purchase Price)	 	 
	

C.	
 	

Amount Enclosed

(or amount in notice of guaranteed delivery)	
 	

 	
 	

 	
 	

 	
 	

 	
 	

$
 (Sum of "A" + "B")	
 	

 






	(1)
	The
Oversubscription Privilege can be exercised only if the Basic Subscription Privilege is exercised to the fullest extent possible. 







SECTION
1. TO SUBSCRIBE: I hereby irrevocably subscribe for the number of shares of Common Stock indicated as the total of A and B hereon upon the terms and conditions specified in the Prospectus
relating thereto, receipt of which is acknowledged. 



	    
 Signature(s) of Subscriber(s)	 	 
	

    
 Address for delivery of Shares if other than shown on front	
 	

 
	

If permanent change of address, check here o

Please give your telephone number (      ) _____________	
 	

 







Please
give your email address: _________________ 


IMPORTANT:
Signature guarantee by (a) a commercial bank or trust company; (b) a member firm of a domestic stock exchange; or (c) a savings bank or credit union, is required if this Subscription Rights
Certificate is not registered in your name or you are not an eligible institution: 



	Signature:	 	    
 (name of bank or firm)
	

Guaranteed By:	
 	

    
 (signature/title)