SecProbe.io

December 22, 2010
 John C.C. Fan

Chief Executive Officer Kopin Corporation 200 John Hancock Road Taunton, MA 02780
 Re: Kopin Corporation
Definitive Proxy Statement on Schedule 14A Filed March 17, 2010 Letter Dated December 17, 2010 File No.  000-19882

Dear Mr. Fan:

We have limited our review of your filing to the issue we have addressed in our
comment.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

1. Please expand your response to prior comment  1 to explain how you calculated actual
total compensation for Messrs. Sneider, Tsaur, and Hill for fiscal year 2007 and for Mr. Hill for fiscal year 2008.  We note that the to tals of the individual compensation amounts
on page 20 of your definitive proxy statement a ppear to be different than the amount of
actual compensation you included in th e table on page 2 of your response.

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 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 comment, please provide a written statement from the company
acknowledging that:

John C.C. Fan Kopin Corporation December 22, 2010 Page 2

• the company is responsible for the adequacy an d 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 Aslynn Hogue  at (202) 551-3841 or me at (202) 551-3617 with any
questions.

       S i n c e r e l y ,

        R u s s e l l  M a n c u s o          B r a n c h  C h i e f

CC (by facsimile):   John J. Concannon – Bingham McCutchen LLP