SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

       September 10, 2008

Via U.S. Mail
Mr. Richard Sneider
Chief Financial Officer
Kopin Corporation
200 John Hancock Rd.
Taunton, MA 02780

Re: Kopin Corporation
 Schedule TO-I filed August 28, 2008
 SEC File No. 005-48471

Dear Mr. Sneider:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Schedule TO-I
1. Please file as correspondence the letter submitted to the staff on August 19, 2008.
2. As currently structured, the offer will result in optionholders tendering their shares in exchange solely for cash.  Unlike other 409A-structured offers, the
optionholders do not receive replacement options as part of the consideration for the offer.  Please provide us with your legal analysis of whether the current
structure of your offer is consistent with Section 409A  of the Internal Revenue
Code and the related interpretative guidance.

Mr. Richard Sneider
Kopin Corporation September 10, 2008
Page 2

Forward-looking Statements; Miscellaneous, page 30
3. Please eliminate the referen ce to Section 27A and Sec tion 21E of the Exchange
Act of 1934 or revise the disclosure in th is section to explicitly note that the
Private Securities Litigation Reform Act’s safe harbor protections do not apply to
statements made in connecti on with the tender offer.  See Section 27A(b)(2)(C) of
the Securities Act of 1933 and Regulati on M-A telephone interpretation M.2 in
the July 2001 Supplement to the Division of Corporation Finance’s Manual of
Publicly Available Telephone Interp retations available at www.sec.gov.
4. Please revise to eliminate the statement in the last sentence under this heading that
you “undertake no obligation to publicly update or revise any forward-looking
statements, or any facts, events, or circ umstances after the date hereof that may
bear upon forward-looking statements.”  Th is statement is inconsistent with your
obligation to amend and promptly disseminate revised information in the event
that your existing disclosure materially changes.

Election Form
5. We refer you to the first sentence of the fi rst paragraph.  Please  revise the Election
Form to remove the representations that the shareholder has “read” and
“understand[s]” the terms of the offer.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the bidder and its
management are in possession of all facts rela ting to the company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the bidder is responsible for the adequacy and accuracy of the disclosure in the

Mr. Richard Sneider
Kopin Corporation September 10, 2008
Page 3

filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the bidder may not assert staff comments as  a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Please direct any questions to me at ( 202) 551-3757 or, in my absence, to Dan
Duchovny, Special Counsel, at (202) 551-3619.  You may also contact me via facsimile
at (202) 772-9203.  Please send all corres pondence to us at the following ZIP code:
20549-0303.

      S i n c e r e l y ,

      M e l l i s s a  C a m p b e l l  D u r u
      A t t o r n e y  A d v i s o r
      Office of Mergers and Acquisitions

cc: John J. Concannon, Esq.
 Bingham McCutchen LLP
 (617) 951-8736 (via facsimile)