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Response Letter

 July 30, 2009

 Securities & Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

Attn:
Andri Boerman

 Division of Corporate Finance

Re:
Kopin Corporation Form 10-K for the year ended December 27, 2008

 Dear Ms. Boerman,

 This letter is in response to comments received in the letter dated June 30, 2009 (the
“Letter”) from Mr. Jay Webb, Accounting Reviewer, to Mr. Richard A. Sneider, Chief Financial Officer of Kopin Corporation (“Kopin” or the “Company”). The Company has reviewed the comments and responses of
the Company are set forth below in the numbered paragraphs in the order set forth in the Letter.

 Form 10-K for the year ended December 27, 2008

 Patents, Proprietary Rights and Licenses, page 11

1.
Tell us why you have not discussed the importance, duration and effect of your material license with the Massachusetts 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 patents; in this regard, we note
that over 10% of your revenues in the quarter ended March 28, 2009 are attributable to this agreement.

 Response:
In Item 1 “Business Patents, Proprietary Rights and Licenses” of the annual report on Form 10-K for 2008 (“2008 Form 10-K”) Kopin states:

 “An important part of our product development strategy is to seek, when appropriate, protection for our products and proprietary technology through the use of various United States and foreign patents and
contractual arrangements. We intend to prosecute and defend our proprietary technology aggressively. Many of our United States patents and applications have counterpart foreign patents, foreign applications or international applications through the
Patent Cooperation Treaty. In addition, we have licensed United States patents and some foreign counterparts to these United States patents from MIT.”

 Footnote 10 “Commitments,” on page 74 of our 2008 Form 10-K states:

 “The Company has
entered into various license agreements which require payment of royalties based upon a set percentage of product sales, subject in some cases, to certain minimum amounts. Total royalty expense approximated $20,000, $15,000 and $27,000,
respectively, in fiscal years 2008, 2007 and 2006.”

 Filing the license agreement as an exhibit provides the reader of the financial
statements a more comprehensive understanding of the technologies under patent that Kopin has the rights to than a simple patent search would provide. Kopin’s current products do not utilize the technologies covered by the MIT patents and the
annual minimum royalty expense for these patents, as disclosed above, have not had a material impact on the Company’s financial statements for the three fiscal years ended 2008 and the anticipated financial impact for 2009 is not expected to be
material.

 For the year ended 2008 no disclosure was made of the agreement to sell certain patents because the
agreement had no impact on the Company’s results of operations, financial position or cash flow in 2008. The 7 patents were fully amortized and no cash consideration was received in connection with their sale. In addition, the Company had no
indications that any material amounts would be received in the future with respect to the sale of such patents. In the 2009 Form 10-Q for the three months ended March 28, 2009, in footnote 7 “Other Assets and Amounts Due to / From
Affiliates” and in the MD&A discussion, the Company disclosed the following:

 “In fiscal year 2008 the Company entered into
an agreement wherein it agreed to sell certain of its patents that it was no longer using, to a party who would attempt to sub-license the patents. Under the terms of the agreement the amount the Company would receive for the sale of the patents was
a percentage of any license fees, after expenses, from the sublicense. In the three months ended March 28, 2009, the Company recorded $2.6 million of license fees from the sale of these patents.”

 As stated above, any consideration the Company is to receive is based upon the sublicense fees the buyer is able to generate. The agreement has no
minimum fees to be received or indication of when fees, if any, might be received. Beyond standard representations about the Company’s ownership of the patents sold, confidentiality provisions and indemnities in the event the Company’s
representations were false, the agreement contains a right to buy back the patents if the buyer does not generate any sublicense fees within two years. On a qualitative basis, we believe that the disclosures made in the 2009 first quarter Form 10-Q
reflect the material provisions in the agreement. On a quantitative basis, based on current estimates provided by the buyer the Company expects to generate approximately $6 million in income from the sale of these patents in 2009. We anticipate that
all material sublicense agreements will be completed in 2009 and no further revenue will be received relating to these patents. The Company’s currently published revenue guidance is $90 to $110 million. Taking the midpoint the license fee
revenue would represent 6% of total revenues. As a result of the above, the Company did not at the end of 2008 nor does it currently believe that the agreement relating to the sale of the patents is a material agreement of the Company.

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 reference to your Form 10-K that the individual performance of your
named executive officers was measured against goals and milestones. We do not see, however, a qualitative or quantitative discussion 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. Alternatively, 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 the registrant to achieve these milestones.

 Response: As discussed on pages 13 and 14 of the Company’s definitive proxy statement under the section 2008 Compensation, we provide tables
which indicate the amounts the executive officers could have earned and what they did earn which provides the reader a relative qualitative measure of success against the goals. We comment that “(in) order to achieve the maximum goals the
Company would have had to substantially exceed historical trends” to provide the reader a measure of the ease of obtaining the goals.

 With respect to the 2009 incentive plan, we state on page 14 of the Company’s definitive proxy
statement “…the Officers and eligible employees are eligible to earn incentive compensation if the Company achieves certain financial milestones, primarily revenue and operating income targets…” We further state

 “(a) participant may earn his or her incentive compensation if the product line he or she works for meets its milestones even if the other
product line does not meet its results. Corporate participants, including Drs. Fan and Choi and Mr. Sneider, will earn 50% of their incentive compensation based on the results of each product line...”

 Kopin has two primary product lines, III-V products and Display products. As noted in Item 1A Risk Factors of the Company’s Form 10-K, one of
its III-V customers, Skyworks Solutions, represented 36%, 26% and 20% of total revenues for the fiscal years ended 2006, 2007 and 2008, respectively. Please note these percentages are 49%, 31% and 29% of total revenues for the fiscal years ended
2006, 2007 and 2008 if sales to AWSC, a foundry for Skyworks as discussed in our Form 10-K, are included. As a percentage of the Company’s III-V revenues Skyworks represented 70%, 70% and 80% for the fiscal years ended 2006, 2007 and 2008,
respectively. We believe providing detailed incentive plan targets in the definitive proxy statement would negatively affect our ability to negotiate prices with Skyworks. For future filings we will review alternative methods of disclosure to
provide the reader with a more comprehensive understanding of the degree of difficulty in achieving the goals. We anticipate that the disclosures will provide guidance which will indicate the required percentage increase over the prior year’s
results that the participant will have to achieve in order to earn the different levels of incremental compensation. As an example, the future disclosure could provide:

 The table below shows examples of what the Officers may be eligible to earn under the 2010 Incentive Plan. Column A is the approximate cash amount if the minimum milestones are achieved, column B shows the approximate
maximum cash incentive amounts that will be paid if all milestones are achieved, column C shows the number of shares of the Company’s common stock which can be earned if all milestones are achieved and column D is an estimate of the total
compensation an Officer could earn if all milestones are achieved. In order to earn the amounts in Column A, the III-V product line managers will have to increase revenues by XX% and earning metrics by XX% over the 2009 results and the display
product line managers will have to increase revenues by XX% and earning metrics by XX% over the 2009 results. In order to earn the amounts in Column D, the III-V product line managers will have to increase revenues by XX% and earning metrics by XX%
over the 2009 results and the display product line managers will have to increase revenues by XX% and earning metrics by XX% over the 2009 results. Corporate manager’s incentive amounts, as discussed above, are based on the results of the III-V
and display product line results.

 1. Summary of Significant Accounting 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 contain certain performance conditions. Please disclose the significant terms
of the restricted share awards and include your accounting policy for those awards in future filings. Provide us with your proposed disclosure.

 Response: As requested by the Staff, the Company, in future filings, will revise its Summary of Significant Accounting Policies in a manner similar to the following:

 Stock-Based Compensation

 The fair value of stock option awards is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. There were no stock options granted in fiscal years 2008, 2007, 2006. The fair value of
nonvested restricted common stock awards is generally the market value of the Company’s equity shares on the date of grant. The nonvested common stock awards require the employee to fulfill certain obligations, including remaining employed by
the Company for one, two or four years (the vesting period) and in certain cases meeting performance criteria. The performance criteria primarily consist of the achievement of the Company’s annual incentive plan goals. For nonvested restricted
common stock awards which solely require the recipient to remain employed with the Company, the stock compensation expense is amortized over the anticipated service period. For nonvested restricted common stock awards which require the achievement
of performance criteria, the Company reviews the probability of achieving the performance goals on a periodic basis. If the Company determines that it is probable that the performance criteria will be achieved, the amount of compensation cost
derived for the performance goal is amortized over the service period. If the performance criteria are not met, no compensation cost is recognized and any previously recognized compensation cost is reversed. The Company recognizes compensation costs
on a straight-line basis over the requisite service period for time vested awards. For awards that vest based on performance conditions, the Company uses the accelerated model for graded vesting awards.

 3. Other Assets and Amounts Due To/Due From Affiliates, page 63

 Non-Marketable Securities – Equity Method Investments, page 64

4.
We note from disclosure 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 magnitude of loan write-offs and bad debt reserves related to that investment for the period ended December 27, 2008, please
tell us how you concluded that audited financial statements of KTC were not required pursuant to Rule 3-09 of Regulation S-X. Please provide us with the investment and income significance tests outlined at Rule 1-02(w) of Regulation S-X as of and
for the year ended December 27, 2008 for KTC.

 Response: The investment and income significance tests outlined at
Rule 1-02(w) of Regulation S-X as of and for the year ended December 27, 2008 for KTC are set forth below. Based on these tests, the Company determined that audited financial statements of KTC were not required pursuant to Rule 3-09 of
Regulation S-X.

 Rule 3-09 requires us to compare for purposes of the income significance test our equity earnings to the Company’s
pre-tax income. Our equity earnings recorded in accordance with generally accepted accounting principles, as discussed below, did not include loan write offs or bad debt reserves. The write-off of the loans and the bad debt expense were included in
the Statement of Operations in the lines entitled, “Impairment on loans to unconsolidated affiliate” and in the “Selling, general and administration,” respectively. Based on the application of Rule 3-09, the income and investment
tests did not exceed 20%. In applying the guidance, the Company also considered the guidance in Section 2410, Measuring Significance of Equity Method Investees Under S-X 3-09 in the Division of Corporation Finance Financial Reporting Manual.
The income and investment tests performed by the Company are as follows:

 Income test: 18.720%

 Equity loss of KTC

$
786,770

(A
)

 Pretax income from continuing operations before equity (earnings) loss and minority interest

$
5,142,838

(B
)

 Adjusted for equity loss in KoBrite (non-tested subsidiary)

$
(256,929
)

(C
)

 Adjusted for minority interest in income of subsidiary

$
(683,153
)

(D
)

 Adjusted pretax income from continuing operations

$
4,202,756

 Income test =

18.720
%

 Investment test: 0%

 Investment balance

$
0

(C
)

 Total assets

$
159,677,495

 Investment test =

0
%

 LEGEND:

(A)
Amount recorded in our 2008 financial statements was $824,276. The actual computed amount is $786,770 based on final KTC financial information. We did not adjust the financial
statements for the difference as the amount was inconsequential.

(B)
Using computational guidance in note 1 to Rule 1-02(w) we have excluded the equity loss of KTC from the pretax income from continuing operations of Kopin since Kopin has income and
KTC has losses.

(C)
See Note 3 on page 64 of 2008 Form 10-K

(D)
This amount reflects the minority interest in the income of subsidiary on a post-tax basis per our financial statements. The pre-tax minority interest in the income of subsidiary is
$781,907.

 The equity losses in KTC used in the calculation were determined by Kopin by applying APB 18 “The Equity
Method of Accounting for Investments in Common Stock.” We computed our equity in the losses of KTC based on the Company’s ownership percentage. We considered the guidance in EITF 02-1