SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

December 17, 2010

Richard A. Sneider  Chief Financial Officer Kopin Corporation 200 John Hancock Rd. Taunton, MA 02780-1042
Re: Kopin Corporation
  Form 10-K for the Fiscal Year Ended December 26, 2009
Filed March 8, 2010 File No. 000-19882
 Dear Mr. Sneider:
 We have reviewed your filing and have the following comments.
We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  In some of our comments, we may ask you to provide
us with information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K for the Fiscal Year Ended December 26, 2009

Item 9A. Controls and Procedures, page 43

Changes in Internal Control Over Financial Reporting, page 44

1. We note your disclosure that there "no significant  changes were made to our internal
controls during our fourth fis cal quarter." Item 308(c) of  Regulation S-K requires you to
disclose any change  in your internal control over financial reporting that occurred during
the your last fiscal quarter that has materi ally affected, or is reasonably likely to
materially affect, your internal  control over financ ial reporting. Please confirm for us in
your response whether they were any changes required to be disclose d by Item 308(c) of
Regulation S-K for the fiscal  quarter ended December 26, 2009. In addition, please also
revise future filings to disclose any changes that meet the requirements of Item 308(c) of
Regulation S-K.

Richard A. Sneider
Kopin Corporation December 16, 2010 Page 2

Amounts Due from and Due to Affiliates, page 64

 2. We noted that you recorded $6.3 million of income from the sale of patent license fees in fiscal 2009. Please revise your disclosures in fu ture filings to include greater detail about
the material terms of the patent sale ag reements whereby you sold the patents and
recognized income based on the sublicensing of  those patents.  Please also discuss the
cost basis and expenses underlying the tran saction, how the gro ss or net amount of
income was calculated and why presentation of the item as a component of non-operating
income was appropriate.  Finally, provide us w ith a draft of the cha nges you plan to make
to your future disclosures in response to our comment.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written 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.

You may contact Kevin Kuhar, Accountant,  at (202) 551-3662 or Jay Webb, Accounting
Reviewer, at (202) 551-3603 if you have quest ions regarding comments on the financial
statements and related matters.  In this regar d, do not hesitate to contact me at (202) 551-3212
with any other questions.

        S i n c e r e l y ,                      Jeff Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f