SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3030
June 30, 2009
 VIA U.S. MAIL AND FAX 508-822-1381

 Richard A. Sneider Chief Financial Officer Kopin Corporation 200 John Hancock Rd. Taunton, Massachusetts 02780

 Re: Kopin Corporation
  Form 10-K for the year ended December 27, 2008
  Filed March 10, 2009   File No. 000-19882
Dear Mr. Sneider:

We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this 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 requir ements 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 fr ee to call us at the
telephone numbers listed at the end of th is letter.

Richard A. Sneider
Kopin Corporation
June 30, 2009 Page 2   Form 10-K for the year ended December 27, 2008

Patents, Proprietary Righ ts and Licenses, page 11

1. Tell us why you have not discussed the importan ce, duration, and effect of your material
license with the Mass achusetts Institute of  Technology, filed as exhibit 10.12 to your
annual report on Form 10-K.  Refer to Item 101(c )(1)(iv) of Regulation S-K.  Also tell us
why you have not filed as an exhibit your 2008 agreement to sell certain patents to a
party that is attempting to sub-license the pate nts; in this regard, we note that over 10% of
your revenues in the quarter ended March 28, 2009 are attributab le to this agreement.
 Item 11. Executive Compensation, page 47

 2. We note that you disclose on pages 13 and 14 of the definitive proxy statement that you
have incorporated by referen ce to your Form 10-K that the individual performance of
your named executive officers was measured against goals and mile stones.  We do not
see, however, a qualitative or quantitative di scussion of these milestones and goals.  In
future filings, as applicable, please provide such disclosure pursuant to Items 402(b)(2)(v) and (vii) of Regulation S-K.  A lternatively, tell us why you believe that the
disclosure of such information would result in competitive harm such that the information
could be excluded under Instruction 4 to Item 402(b).  To the extent that it is appropriate
to omit specific milestones, please discuss in your future filings how difficult it would be
for the executive or how likely it would be for th e registrant to achieve these milestones.
 1. Summary of Significant A ccounting Policies, page 56

 Stock-Based Compensation, page 60

 3. We note on page 34 that during 2006, 2007 and 2008 you elected to make awards of
restricted shares that cont ain certain performance condi tions.  Please disclose the
significant terms of the restricted share aw ards and include your  accounting policy for
those awards in future filings.  Provide us with your proposed disclosure.
 3. Other Assets and Amounts Due To /Due From Affiliates, page 63

Non-Marketable Securities – Equ ity Method Investments, page 64

4. We note from disclosures herein and at page  13 that you have a 40% interest in Kopin
Taiwan Corporation (KTC) at December 27, 2008.  We also note that your investment in
KTC is being accounted for under the equity method of accounting.  Given the size of your equity in the losses in KTC and the ma gnitude of loan write-off’s and bad debt
reserves related to that investment for th e period ended December 27, 2008, please tell us
how you concluded that audited financial stat ements of KTC  were not required pursuant

Richard A. Sneider
Kopin Corporation
June 30, 2009 Page 3
to Rule 3-09 of Regulation S-X.  Please provide us with the investment and income significance tests outlined at Ru le 1-02(w) of Regulation S-X as  of and for the year ended
December 27, 2008 for KTC.
 5. Stockholders’ Equity and Stoc k-Based Compensation, page 66

 5. We note on page 67 that you have approximately 500,000 shares of common stock
available for issuance under your stock award plans, yet we note you have 5,794,157
exercisable stock options at th e end of fiscal 2008.  Please expl ain to us and revise your
disclosure in future filings to disclose why the number of common stock shares available for issuance is less than the numbe r of options exercisable.
 6. Also in this regard, please provide all required disclosure  described in paragraph A240
(a) of SFAS 123(R) for both your stock options and restricted share awards in future
filings.
 Index to Exhibits, page 80

 7. We note your disclosure on page 9 that reve nues attributable to customer Skyworks
Solutions exceeded 20% of your total revenues du ring each of the past three fiscal years,
and that you have extended your contract wi th Skyworks until July 2010.  Please file the
contract pursuant to Item 601(b)(10) of Re gulation S-K or provide us with a detailed
legal analysis as to why su ch filing is not required.
 Form 10-K/A for the year ended December 27, 2008

 8. We noted from the explanatory note herein that the amendment to Kopin Corporation’s
2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission
on March 10, 2009, is made to include th e unaudited 2008 financial statements of
KoBrite Corporation.  However, you have not disclosed why audited financial statements are not required for that period. With a view to wards revised disclosure in future filings,
please explain the basis for your conclusions that unaudited financial statements of the
KoBrite Corporation financial statements fo r 2007 and 2008 are appropriate.  Please refer
to Rule 1-02(w) of Regulation S-X and provide  us with the income and the investment
tests for KoBrite Corporation as of and for each reported period.

9. Similarly, please explain your conclusion th at although the unaudited consolidated
financial statements of KoBrite Corporati on for fiscal 2007 and 2008 were prepared in
conformity with accounting principles genera lly accepted in the Republic of China, the
reconciliations of consolidated net loss and stockholders’ equity under ROC GAAP to
US GAAP were not required.  Pleas e refer to Item 17 of Form 20-F.

Richard A. Sneider
Kopin Corporation June 30, 2009 Page 4
  As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  Please  furnish a cover letter
with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclo sure in the 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 company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
 You may contact Andri Boerman at (202) 551-3645 or me at (202) 551-3603 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Joe McCann at (202) 551-3360 or Mary Beth Breslin at (202) 551-3358 if you have questions on other comments.             S i n c e r e l y ,                      J a y  W e b b           Accounting Reviewer