SecProbe.io

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 1
 filename1.htm

 Kopin
Corporation

 125
North Drive

 Westborough,
MA 01581

 December
4, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Jenny O'Shanick

 Re:
 Kopin
 Corporation

 Registration
 Statement on Form S-1

 File
 No. 333-291345

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, Kopin Corporation. (the "Registrant") respectfully
requests that the effective date of the above-referenced Registration Statement on Form S-1/A be accelerated so that the same will become
effective at 4:00 PM ET on Monday, December 8, 2025, or as soon thereafter as is practicable.

 The
Registrant hereby authorizes John J. Concannon III, of Morgan, Lewis & Bockius LLP to orally modify or withdraw this request for
acceleration.

 Please
contact John J. Concannon III at jack.concannon@morganlewis.com or (617) 951-8874 with any questions you may have concerning this request,
and please notify them when this request for acceleration has been granted.

 Very truly yours,

 Kopin Corporation

 By:
 /s/
 Erich Manz

 Name:
 Erich
Manz

 Title:
 Chief
 Financial Officer

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Kopin
Corporation

125
North Drive

Westborough,
MA 01581

May
31, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Electronics and Machinery

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Herbert

  Re:
  Kopin Corporation

  Registration Statement
  on Form S-3

  File No. 333-278075

Dear
Mr. Herbert:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we hereby request acceleration
of the effective date of the Registration Statement on Form S-3 (File No. 333-278075) (the “Registration Statement”) of Kopin
Corporation. We respectfully request that the Registration Statement become effective as of 9:00 a.m., Eastern Time, on June 4, 2024
or as soon as practicable thereafter.

Once
the Registration Statement has been declared effective, please confirm that event with our counsel, Morgan, Lewis & Bockius LLP,
by calling Jack Concannon at (617) 951-8874.

[Remainder
of page intentionally left blank]

    Very
    truly yours,

    Kopin
    Corporation

    By:

    /s/
    Richard A.Sneider

    Richard
    A. Sneider

    Treasurer
    and Chief Financial Officer

    CC:

    John
    J. Concannon III, Esq., Morgan, Lewis & Bockius LLP

CORRESP
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Kopin
Corporation

125
North Drive

Westborough,
MA 01581

May
24, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Electronics and Machinery

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Herbert

  Re:
  Kopin Corporation

  Registration
Statement on Form S-3

  File
No. 333-278075

Dear
Mr. Herbert:

Reference
is made to the acceleration request of Kopin Corporation (the “Company”) dated May 17, 2024 requesting, pursuant to Rule
461 under the Securities Act of 1933, as amended, the Securities and Exchange Commission (the “Commission”) to accelerate
the effective date of the Registration Statement referred to above and declare the Registration Statement, effective as of 9:00 a.m.,
Eastern Time, on May 20, 2024, or as soon thereafter as possible.

The
Company hereby notifies the Commission of its withdrawal of the Acceleration Request for the above-referenced time until such time as
the Company may subsequently request.

[Remainder
of page intentionally left blank]

Very truly yours,

  Kopin Corporation

By:

  /s/ Richard A.Sneider

  Richard A. Sneider

  Treasurer and Chief Financial Officer

    CC:

    John
    J. Concannon III, Esq., Morgan, Lewis & Bockius LLP

CORRESP
1
filename1.htm

Kopin
Corporation

125
North Drive

Westborough,
MA 01581

May
17, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Electronics and Machinery

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Herbert

Re:
Kopin Corporation

Registration
Statement on Form S-3

File
No. 333-278075

Dear
Mr. Herbert:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we hereby request acceleration
of the effective date of the Registration Statement on Form S-3 (File No. 333-278075) (the “Registration Statement”) of Kopin
Corporation. We respectfully request that the Registration Statement become effective as of 9:00 a.m., Eastern Time, on May 20, 2024
or as soon as practicable thereafter.

Once
the Registration Statement has been declared effective, please confirm that event with our counsel, Morgan, Lewis & Bockius LLP,
by calling Jack Concannon at (617) 951-8874.

[Remainder
of page intentionally left blank]

    Very
    truly yours,

    Kopin
    Corporation

    By:
    /s/
    Richard A.Sneider

    Richard
    A. Sneider

    Treasurer
    and Chief Financial Officer

    CC:

    John
    J. Concannon III, Esq., Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
March 26, 2024
Richard Sneider
Chief Financial Officer
Kopin Corp.
125 North Drive
Westborough, MA 01581
Re:Kopin Corp.
Registration Statement on Form S-3
Filed March 19, 2024
File No. 333-278075
Dear Richard Sneider:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John J. Concannon III, Esq.

November 20, 2019
Richard Sneider
Chief Financial Officer
Kopin Corporation
125 North Drive
Westborough, MA 01581-3335
Re:Kopin Corporation
Form 10-K for Fiscal Year Ended December 29, 2018
Filed March 14, 2019
File No. 000-19882
Dear Mr. Sneider:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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October 30, 2019

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

Attention:    Martin James, Senior Assistant Chief Accountant

David Burton

Re:    Kopin Corporation

Form 10-K for the Fiscal Year Ended December 29, 2018

Filed March 14, 2019

File No. 000-19882

Gentlemen:

This letter is submitted on behalf of Kopin Corporation (the "Company" or "Kopin") in response to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") as set forth in your letter to Richard Sneider dated October 25, 2019 with respect to the Company's Form 10-K for the fiscal year ended December 29, 2018 (the "Comment Letter"). For reference purposes, the text of your letter has been reproduced herein with responses below each numbered comment.

Form 10-K for Fiscal Year Ended December 29, 2018

Report of Independent Registered Public Accounting Firm, page 38

1.

 We note your response to comment 1. Please file the amended Form 10-K to include the revised auditor's report. You may consider waiting to file the amendment until after the issues identified in comment 2 are resolved.

Response 1:

In response to the Staff’s comment, upon resolution of the issues identified in comment 2, the Company will file a Form 10-K/A to include an auditor's report indicating that the consolidated balance sheet as of December 30, 2017 was also audited.

Consolidated Statements of Stockholders' Equity, page 42

2.

 We note your response to comment 2 and the changes you plan on making in the amended Form 10-K. Please confirm that management also intends to change its conclusion on the effectiveness of your disclosure controls and procedures at December 29, 2018. Otherwise, in light of management’s conclusion that there was a material weakness in controls related to the recognition and measurement for non-routine transactions, tell us how management was able to conclude that your disclosure controls and procedures were not impacted and continued to be effective at that date. Refer to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. This comment also applies to your Forms 10-Q for the periods ended March 30, 2019 and June 29, 2019.

Response 2:

In response to the Staff’s comment, the Company confirms that management will change its conclusion on the effectiveness of the Company’s disclosure controls and procedures at December 29, 2018 to be filed in an amendment on Form 10-K/A. In addition, the Company will amend its previously filed Form 10-Q for the periods ended March 30, 2019 and June 29, 2019, initially filed on May 9, 2019 and August 8, 2019, respectively, to revise the Company's evaluation of disclosure controls and procedures as required by Item 4. Controls and Procedures. In doing so, the Company will include currently-dated certifications from its principal executive officer and principal financial officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

If you should have any questions concerning the enclosed matters, please contact the undersigned at (508) 870-5959.

Sincerely,

/s/ Richard Sneider

Richard Sneider

Treasurer and Chief Financial Officer

October 25, 2019
Richard Sneider
Chief Financial Officer
Kopin Corporation
125 North Drive
Westborough, MA 01581-3335
Re:Kopin Corporation
Form 10-K for Fiscal Year Ended December 29, 2018
Filed March 14, 2019
File No. 000-19882
Dear Mr. Sneider:
            We have reviewed your October 18, 2019 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 5, 2019 letter.
Form 10-K for the Fiscal Year Ended December 29, 2018
Report of Independent Registered Public Accounting Firm, page 38
1.We note your response to comment 1. Please file the amended Form 10-K to include the
revised auditor's report. You may consider waiting to file the amendment until after the
issues identified in comment 2 are resolved.
Consolidated Statements of Stockholders' Equity, page 42
2.We note your response to comment 2 and the changes you plan on making in the amended
Form 10-K.  Please confirm that management also intends to change its conclusion on the
effectiveness of your disclosure controls and procedures at December 29, 2018.
Otherwise, in light of management’s conclusion that there was a material weakness in
controls related to the recognition and measurement for non-routine transactions, tell us

 FirstName LastNameRichard Sneider
 Comapany NameKopin Corporation
 October 25, 2019 Page 2
 FirstName LastName
Richard Sneider
Kopin Corporation
October 25, 2019
Page 2
how management was able to conclude that your disclosure controls and procedures were
not impacted and continued to be effective at that date. Refer to Rules 13a-15(e) and 15d-
15(e) of the Exchange Act. This comment also applies to your Forms 10-Q for the periods
ended March 30, 2019 and June 29, 2019.
            You may contact David Burton at (202) 551-3626 or Martin James, Senior Advisor, at
(202) 551-3671 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

Attention:    Martin James, Senior Assistant Chief Accountant

David Burton

Re:    Kopin Corporation

Form 10-K for the Fiscal Year Ended December 29, 2018

Filed March 14, 2019

Form 10-Q for the Quarterly Period Ended June 29, 2019

Filed August 8, 2019

File No. 000-19882

Gentlemen:

This letter is submitted on behalf of Kopin Corporation (the "Company" or "Kopin") in response to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") as set forth in your letter to Richard Sneider dated September 5, 2019 with respect to the Company's Form 10-K for the fiscal year ended December 29, 2018 and the Company's Form 10-Q for the quarterly period ended June 29, 2019 (the "Comment Letter"). For reference purposes, the text of your letter has been reproduced herein with responses below each numbered comment.

Form 10-K for Fiscal Year Ended December 29, 2018

Report of Independent Registered Public Accounting Firm, page 38

1.

 The first paragraph of your auditors' report does not indicate that the consolidated balance sheet as of December 30, 2017 was audited even though in the same paragraph your auditors also opine on your financial position as of that date. Please amend your Form 10-K to include a report from your auditors that correctly identifies the date of each balance sheet audited. Refer to paragraph .08 of AS 3101.

Response 1:

In response to the Staff's comment, the Company will file a Form 10-K/A to include an auditor's report indicating that the consolidated balance sheet as of December 30, 2017 was also audited.

Consolidated Statements of Stockholders' Equity, page 42

2.

 Please describe to us the circumstances surrounding the distributions to the noncontrolling interest holder in 2017 and 2018. Tell us why, while both amounts are shown as outgoing cash flows from financing activities on page 43, on this statement the distribution in 2017 is shown as a reduction of the noncontrolling interest and the 2018 distribution is presented as an increase to the noncontrolling interest.

Response 2:

In 2018 the Company liquidated its Korean subsidiary, Kowon. At the time of liquidation the Company owned approximately 93% of the equity of Kowon. The liquidation event was triggered in 2018 by the decision of the Company to not reinvest the net assets generated from Kowon in Korea.

Although the Company paid the proper amounts to the noncontrolling interest holder in 2017 and 2018 based on its ownership percentage, in considering the response to the Staff’s question in comment 2, we have determined that the Company’s financial statements were incorrect because of two prior period errors impacting the amounts previously reported as noncontrolling interest as well as two errors made when recording the effects of the 2018 liquidation.

1

(1)

 The noncontrolling interest amount shown in the Company’s consolidated financial statements as of December 26, 2015 was understated by $1.2 million because the Company improperly calculated the noncontrolling interest amount of Kowon when the Company made equity investments in years prior to 2015. The calculation error only applied to common stock and additional paid-in capital of the subsidiary and not to the amount of operating results which were correctly apportioned between the Company and noncontrolling interest.

(2)

 In 2016, upon recognition of a gain on the sale of Kowon's assets the Company improperly calculated the allocation of the gain on the disposal to the noncontrolling interest. The Company did not properly allocate the portion of the gain attributable to the noncontrolling interest in the amount of $0.1 million. Had the Company done so, the net operating results allocated to noncontrolling interest would have been $0.1 million higher and the amount allocated to the Company would have been $0.1 million lower in the 2016 Consolidated Statement of Operations.

(3)

 In 2018, when the Company liquidated Kowon, it was carrying approximately $1.7 million in cumulative translation adjustments ("CTA") related to Kowon's net assets. Approximately $0.4 million of CTA was correctly reclassified into earnings in accordance with ASC 830-30, however, the remaining $1.3 million was incorrectly reclassified directly to noncontrolling interest to offset cumulative understatement in noncontrolling interest that resulted from the prior period errors noted above. This caused the net loss in the 2018 Consolidated Statement of Operations to be overstated by $1.3 million.

(4)

 In addition, in connection with the liquidation of Kowon, the Company understated its distribution to the noncontrolling interest holder in the 2018 Consolidated Statement of Cash Flows by less than $0.1 million.

In considering the errors above, Kopin has concluded that its presentation of noncontrolling interest in its financial statements for the periods prior to the liquidation of Kowon was understated by approximately $1.3 million and the fiscal year 2018 Consolidated Statement of Operations reported a net loss that was overstated by approximately $1.3 million. Management has evaluated these errors within the context of SEC Staff Accounting Bulletin No. 99, Materiality ("SAB 99") and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements ("SAB 108"). Management has assessed, using both quantitative and qualitative factors, the impact of these errors on the previously reported financial statements. Based on the analysis below, management has concluded that these errors are not material to the consolidated financial statements taken as a whole for any balance sheets, statements of operations, statements of comprehensive loss, statements of stockholders' equity or statements of cash flows presented in the Company’s 2018 annual report on Form 10-K.

In addition, management, including the Chief Executive Officer and Chief Financial Officer, took steps to re-evaluate the Company’s internal control over financial reporting in light of the errors identified above. Management concluded that the Company’s control over the accounting and reporting for non-routine transactions was not operating effectively as of December 29, 2018. Management concluded that this deficiency is a material weakness. This determination was reached after a full evaluation of this control deficiency including consideration of all errors known to relate to this deficient control as of December 29, 2018. As such, management has concluded that its internal control over financial reporting was not effective as of December 29, 2018. Consequently, the Company will revise its annual report on internal control over financial reporting in Item 9A. Controls and Procedures in an amendment on Form 10-K/A.

Notwithstanding the Company's conclusion that these errors are immaterial, because the Company intends to amend its previously filed 2018 annual report on Form 10-K in order to (1) correct the auditor's report as noted above in Response 1 and (2) revise its annual report on internal control over financial reporting, we believe it is prudent to correct these errors in our previously filed financial statements in that same amendment on Form 10-K/A. Outlined below is a summary of the materiality analysis that has been prepared by management.

2

Materiality Analysis

Staff Accounting Bulletin No. 99

The SEC's SAB 99 states that a matter is material if there is a "substantial likelihood that a reasonable person would consider it important" in making an investment decision. In addition, SAB 99 also states that “quantifying, in percentage terms, the magnitude of a misstatement is only the beginning of an analysis of materiality” and that the factual context in which the user of financial statements would view the financial statement item must also be evaluated. The standard in such a situation is the fundamental materiality test set forth by the U.S. Supreme Court of whether there is “a substantial likelihood that the…fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information available” in addition to consideration of the qualitative factors set forth in SAB 99 and other Staff guidance.1

The following analysis considers both quantitative and qualitative factors in assessing materiality of the errors in the calculation of net loss, noncontrolling interest and net loss attributable to the Company on Kopin's consolidated financial statements in connection with using the corrected methodology.

Quantitative Assessment

Our quantitative review considered the impact of the errors in calculating noncontrolling interest for the period from 2015 through 2018 and for each period affected starting with the earliest period presented in our most recent annual report on Form 10-K for the fiscal year ended December 29, 2018:

2015 - earliest period presented

 As Reported

December 26, 2015

 Prior Period Adjustments

 As Revised

December 26, 2015

 Effect of Adjustments as % of Revised Balances

Common Stock

 $

 760,797

 $

 —

 $

 760,797

 —

  %

Additional paid-in capital

 326,558,527

 (1,201,482

 )

 325,357,045

 (0.4

 )%

Treasury Stock

 (42,741,551

 )

 —

 (42,741,551

 )

 —

  %

Accumulated other comprehensive income

 771,774

 —

 771,774

 —

  %

Accumulated deficit

 (190,608,671

 )

 —

 (190,608,671

 )

 —

  %

Total Kopin Corporation stockholders' equity

 94,740,876

 (1,201,482

 )

 93,539,394

 (1.3

 )%

Noncontrolling interest

 (256,096

 )

 1,201,482

 945,386

 (469.2

 )%

Total stockholders' equity

 $

 94,484,780

 $

 —

 $

 94,484,780

 —

  %

___________________________

1 TSC Industries v. Northway, Inc., 426 U.S. 438, 449 (1976).

3

2016:

 As Reported December 31, 2016

 Prior Period Adjustments

 Adjustments

 As Revised

December 31, 2016

 Effect of Adjustments as % of Revised Balances

Common Stock

 $

 766,409

 $

 —

 $

 —

 $

 766,409

 —

  %

Additional paid-in capital

 328,524,644

 (1,201,482

 )

 —

 327,323,162

 (0.4

 )%

Treasury Stock

 (42,741,551

 )

 —

 —

 (42,741,551

 )

 —

  %

Accumulated other comprehensive income

 1,570,971

 —

 —

 1,570,971

 —

  %

Accumulated deficit

 (214,042,787

 )

 —

 (134,601

 )

 (214,177,388

 )

 0.1

  %

Total Kopin Corporation stockholders' equity

 74,077,686

 (1,201,482

 )

 (134,601

 )

 72,741,603

 (1.8

 )%

Noncontrolling interest

 141,957

 1,201,482

 134,601

 1,478,040

 941.2

  %

Total stockholders' equity

 $

 74,219,643

 $

 —

 $

 —

 $

 74,219,643

 —

  %

2017:

 As Reported December 30, 2017

 Prior Period Adjustments

 As Revised

December 30, 2017

 Effect of Adjustments as % of Revised Balances

Common Stock

 $

 775,720

 $

 —

 $

 775,720

 —

  %

Additional paid-in capital

 331,119,340

 (1,201,482

 )

 329,917,858

 (0.4

 )%

Treasury Stock

 (17,238,669

 )

 —

 (17,238,669

 )

 —

  %

Accumulated other comprehensive income

 3,564,779

 —

 3,564,779

 —

  %

Accumulated deficit

 (240,121,901

 )

 (134,601

 )

 (240,256,502

 )

 0.1

  %

Total Kopin Corporation stockholders' equity

 78,099,269

 (1,336,083

 )

 76,763,186

 (1.7

 )%

Noncontrolling interest

 (719,422

 )

 1,336,083

 616,661

 (185.7

 )%

Total stockholders' equity

 $

 77,379,847

 $

 —

 $

 77,379,847

 —

  %

2018:

 As Reported December 29, 2018

 Prior Period Adjustments

 Adjustments

 As Revised

December 29, 2018

 Effect of Adjustments as % of Revised Balances

Common Stock

 $

 785,220

 $

 —

 $

 —

 $

 785,220

 —

  %

Additional paid-in capital

 335,692,879

 (1,201,482

 )

 —

 334,491,397

 (0.4

 )%

Treasury Stock

 (17,238,669

 )

 —

 —

 (17,238,669

 )

 —

  %

Accumulated other comprehensive income

 1,554,587

 —

 —

 1,554,587

 —

  %

Accumulated deficit

 (272,932,143

 )

 (134,601

 )

 1,336,083

 $

 (271,730,661

 )

 (0.4

 )%

Total Kopin Corporation stockholders' equity

 47,861,874

 (1,336,083

 )

 1,336,083

 47,861,874

 —

  %

Noncontrolling interest

 (149,053

 )

 1,336,083

 (1,336,083

 )

 (149,053

 )

 —

  %

Total stockholders' equity

 $

 47,712,821

 $

 —

 $

 —

 $

 47,712,821

 —

  %

Our quantitative review considered the impact of the errors in calculating net loss and net loss attributable to Kopin Corporation for the years affected:

4

For the fiscal year ended December 31, 2016:

Fiscal year ended

 As Reported

2016

 Adjustments

 As Revised

2016

 Effect of Adjustments as % of Revised Balances

Net loss

 $

 (23,031,145

 )

 $

 —

 $

 (23,031,145

 )

 —

 %

Net (income) loss attributable to the noncontrolling interest

 (402,971

 )

 (134,601

 )

 (537,572

 )

 33.4

 %

Net loss attributable to Kopin Corporation

 $

 (23,434,116

 )

 $

 (134,601

 )

 $

 (23,568,717

 )

 0.6

 %

Net loss per share:

Basic and diluted

 $

 (0.37

 )

 $

 —

 $

 (0.37

 )

 —

 %

Weighted average number of common shares outstanding

Basic and diluted

 64,045,675

 64,045,675

 —

 %

For the fiscal year ended December 29, 2018:

Fiscal year ended

 As Reported

2018

 Adjustments

 As Revised

2018

 Effect of Adjustments as % of Revised Balances

Foreign currency transaction (loss) gains

 $

 (166,829

 )

 $

 1,336,083

 $

 1,169,254

 (800.9

 )%

Net loss

 (35,818,575

 )

 1,336,083

 (34,482,492

 )

 (3.7

 )%

Net (income) loss attributable to the noncontrolling interest

 (51,050

 )

 —

 (51,050

 )

 —

  %

Net loss attributable to Kopin Corporation

 $

 (35,869,625

 )

 $

 1,336,083

 $

 (34,533,542

 )

 (3.7

 )%

Net loss per share:

Basic and diluted

 $

 (0.49

 )

 $

 0.02

 $

 (0.47

 )

 (4.1

 )%

Weighted average number of common shares outstanding

Basic and diluted

 73,156,545

 73,156,545

 —

  %

Quantitative Conclusion

There was no impact to the Company's total stockholder's equity for the years ended December 29, 2018, December 30, 2017, December 31, 2016 and December 26, 2015. In the fiscal year ended December 31, 2016, there was a $0.1 million or 0.6% increase to net loss attributable to Kopin. There was no impact to the net loss per basic and diluted share for the fiscal year ended December 31, 2016. In the fiscal year ended December 29, 2018, there was a $1.3 million or 3.7% decrease in net loss attributable to Kopin and net loss per basic and diluted share decreased by $0.02 or 4.1%. Based on management's review of the impact to the consolidated balance sheets and consolidated statements of operations, there are no significant changes in trends from the immaterial adjustments.

Based on SAB 99 and SAB 108 guidance, the Company concluded that these errors are not quantitatively material to the reported consolidated financial statements in any of the three years in the period ended December 29, 2018.

5

Qualitative Analysis

Management also analyzed the impact of these errors from a qualitative perspective. In doing so management considered both the overall qualitative criteria listed in SAB 99 and additional specific qualitative factors directly applicable to the impact of these errors for users of its financial statements. With respect to the overall qualitative criteria listed in SAB 99, management concluded the following:

•

 the errors did not have any impact on, nor mask a change in, our earnings trends in any historical period impacted;

•

 the errors did not change a loss into income or vice versa;

•

 the errors did not have any impact on compliance with any regulatory requirements;

•

 the errors did not affect compliance with debt covenants or any other contractual requirements;

•

 the errors did not have the effect of increasing management’

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VIA EDGAR

September 16, 2019

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

Attention:    Martin James, Senior Assistant Chief Accountant

David Burton

RE:    REQUEST FOR EXTENSION OF TIME TO RESPOND TO COMMENT LETTER DATED 9/5/2019

Gentlemen:

We are writing in response to the letter from the Securities and Exchange Commission (the “Commission”) dated September 5, 2019 (the “Comment Letter”) in which the Staff of the Commission (the “Staff”) requested certain information regarding our most recent 10-K and 10-Q filings. We would like to request an extension to the filing deadline for our response as the Company requires additional time in order to respond to the Staff’s second comment as it relates to a series of transactions executed over the last 20 years. Currently, a response was requested within 10 business days, which would make the response due by September 15, 2019. We are requesting that this date be extended to September 27, 2019. If this date is not acceptable to you please let us know, otherwise we will post our response on Edgar by September 27, 2019.

If you should have any questions concerning the enclosed matters, please contact the undersigned at (508) 870-5959.

Sincerely,

/s/ Richard Sneider

Richard Sneider

Treasurer and Chief Financial Officer

September 5, 2019
Richard Sneider
Chief Financial Officer
Kopin Corporation
125 North Drive
Westborough, MA 01581-3335
Re:Kopin Corporation
Form 10-K for Fiscal Year Ended December 29, 2018
Filed March 14, 2019
Form 10-Q for the Quarterly Period Ended June 29, 2019
Filed August 8, 2019
File No. 000-19882
Dear Mr. Sneider:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 29, 2018
Report of Independent Registered Public Accounting Firm, page 38
1.The first paragraph of your auditors' report does not indicate that the consolidated balance
sheet as of December 30, 2017 was audited even though in the same paragraph your
auditors also opine on your financial position as of that date.  Please amend your Form 10-
K to include a report from your auditors that correctly identifies the date of each balance
sheet audited.  Refer to paragraph .08 of AS 3101.

Consolidated Statements of Stockholders' Equity, page 42
2.Please describe to us the circumstances surrounding the distributions to the noncontrolling
interest holder in 2017 and 2018. Tell us why, while both amounts are shown as outgoing

 FirstName LastNameRichard Sneider
 Comapany NameKopin Corporation
 September 5, 2019 Page 2
 FirstName LastName
Richard Sneider
Kopin Corporation
September 5, 2019
Page 2
cash flows from financing activities on page 43, on this statement the distribution in 2017
is shown as a reduction of  the noncontrolling interest and the 2018 distribution is
presented as an increase to the noncontrolling interest.
Form 10-Q for the Quarterly Period Ended June 29, 2019
Note 11. Leases and Commitments
Commitments, page 18
3.We note the disclosures in this note and in other sections of the filing related to an
arrangement to make a capital contribution of approximately $5.1 million. Please revise
these discussions in future filings to clearly describe the circumstances surrounding this
arrangement, why the capital contribution is required,  the counterparties, your obligations
under the arrangement and the date by which you are required to fulfill your obligations.
Clearly describe the terms of any penalties you may incur as a result of any delays in
fulfilling your obligations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact David Burton at (202) 551-3626 or Martin James, Senior Assistant
Chief Accountant, at (202) 551-3671 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
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		Document

Kopin Corporation

125 North Drive

Westborough, MA 01581

December 12, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Electronics and Machinery

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Heather Percival

Re:         Kopin Corporation

Registration Statement on Form S-3

File No. 333-228549

Dear Ms. Percival:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-228549) (the “Registration Statement”) of Kopin Corporation. We respectfully request that the Registration Statement become effective as of 10:00 a.m., Eastern time, on December 14, 2018, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Morgan, Lewis & Bockius LLP, by calling Jack Concannon at (617) 951-8874.

[Remainder of page intentionally left blank]

Very truly yours,

Kopin Corporation

By: /s/ Richard A. Sneider

Richard A. Sneider

Treasurer and Chief Financial Officer

CC:

 John J. Concannon III, Esq., Morgan, Lewis & Bockius LLP

December 11, 2018
John C.C. Fan
Chief Executive Officer
Kopin Corporation
125 North Drive
Westborough, MA 01581
Re:Kopin Corporation
Registration Statement on Form S-3
Filed November 26, 2018
File No. 333-228549
Dear Dr. Fan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Heather Percival at 202-551-3498 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       John J. Concannon III, Esq.

CORRESP
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Acceleration Request

 November 5, 2013

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

100 F Street NE

 Washington, DC 20549

 Attn: Russell Mancuso

Re:
Kopin Corporation

Registration Statement on Form S-3/A

Filed on November 5, 2013

File No. 333-190511

 Dear
Mr. Mancuso:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Kopin Corporation (the
“Registrant”) hereby requests that the effective date for the above-referenced Registration Statement on Form S-3/A be accelerated so that it will be declared effective at 5:00 p.m., Eastern Daylight Time, on Thursday,
November 7, 2013, or as soon as practicable thereafter.

 The Registrant acknowledges that (1) should the Securities
and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(3) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very Truly Yours,

Kopin Corporation

By:

/s/ John C.C. Fan

 Name: John C.C. Fan

 Title:
Chief Executive Officer

October 11 , 2013

Via Email
Richard A. Sneider
Chief Financial Officer
Kopin Corporation
125 North Drive
Westboro, MA  01581 -3335

 Re: Kopin Corporation
Form 10 -K for the Fiscal Year Ended December 2 9, 2012
  Filed March  18, 2013
  File No.  000-19882
Dear Mr. Sneider :
We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the United  States.  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 rules require.

Sincerely,

/s/ Kevin L. Vaughn

Kevin L. Vaughn
Accounting Branch Chief

CORRESP
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SEC Response Letter

 VIA EDGAR AND FEDERAL EXPRESS

September 20, 2013

 Mr. Russell Mancuso

Finance Branch Chief

 Division of Corporation

Securities & Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

Re:
Kopin Corporation

Registration Statement on Form S-3

Filed August 9, 2013

File No. 333-190511

 Dear Mr. Mancuso,

This letter is in response to comments received in the letter dated September 5, 2013 (the “Letter”) from the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) to John C.C. Fan, President and Chief Executive Officer and Chairman of the Board of Directors of Kopin Corporation (“we”, “our” or the
“Company”). We have reviewed the Letter and our response is set forth below.

 For ease of reference the comment contained in the
Letter is printed below in italics and is followed by our response.

 1. We note the disclosure in the last paragraph on page 2 regarding the
sale of your III-V product line. Please expand your disclosure to quantify the effect of the sale on your revenue and assets. Also include your pro forma revenue and assets after the sale.

Response:

 We will file an amended Form
S-3 with the following amended disclosures (amended disclosures in bolded italics and within the proforma tables):

 On January 16,
2013, we completed the sale of our III-V product line, including all of the outstanding equity interest in KTC Wireless, LLC, a wholly-owned subsidiary of the Company that held the Company’s investment in Kopin Taiwan Corporation, to IQE KC,
LLC and IQE plc. Our III-V products primarily consisted of our Gallium Arsenide-based HBT transistor wafers and we referred to them as our “III-V” products because we used elements categorized on the III and V columns of the periodic table
of elements to manufacture such products. The aggregate purchase price was approximately $75 million, subject to certain adjustments, including working capital adjustments and escrow.

 The following table provides the pro forma revenues of the Company as if the sale of the
III-V product line had been completed on December 27, 2009 (the first day of the Company’s fiscal year ended December 25, 2010) (in millions):

2012

2011

2010

Consolidated

III-V
Product
Line

Pro
Forma

As
reported

III-V
Product
Line

Pro
Forma

As
reported

III-V
Product
Line

Pro
Forma

 Revenues

$
93.4

$
58.8

$
34.6

$
131.1

$
66.5

$
64.6

$
120.3

$
62.2

$
58.1

 The following table provides the pro forma assets of the Company as if the sale of the III-V product
line had been completed on December 29, 2012 (in millions):

2012

As
reported

III-V
Product
Line

Pro
Forma

 Total Assets

$
176.2

$
50.7

$
125.5

 The Company hereby acknowledges the following:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We would appreciate the opportunity to discuss any remaining questions or concerns with you at your convenience. If you have any further
questions, please contact me at 508.870.5959.

 Very truly yours,

/s/ Richard A. Sneider

 Richard A. Sneider

Chief Financial Officer

Cc:
Jay Mumford, U.S. Securities and Exchange Commission

John J. Concannon, Bingham McCutchen LLP

CORRESP
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SEC Response Letter

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

PURSUANT TO 17 C.F.R. § 200.83 BY KOPIN CORPORATION.

THIS LETTER OMITS CONFIDENTIAL INFORMATION, WITH AN * DENOTING

SUCH OMISSION. AN UNREDACTED VERSION HAS BEEN DELIVERED TO THE

SEC’s DIVISION OF CORPORATION FINANCE PURSUANT TO 17 C.F.R. § 200.83.

VIA EDGAR

 September 20, 2013

Mr. Kevin L. Vaughn

 Accounting Branch Chief

Division of Corporation Finance

 Securities & Exchange
Commission

 100 F Street N.E.

 Washington, D.C. 20549

Re:
Kopin Corporation

 Form 10-K for the Fiscal Year Ended December 29, 2012

 Filed March 18, 2013

File No. 001-19882

 Dear
Mr. Vaughn,

 This letter is in response to comments received in the letter dated September 5, 2013 (the “Letter”) from
the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or “Commission”) to Richard A. Sneider, Chief Financial Officer of Kopin Corporation (“Kopin”, “we”, “our” or
the “Company”). We have reviewed the Letter and our response is set forth below.

 For ease of reference the comments contained
in the Letter are printed below in italics and are followed by our response.

 Immaterial Restatement with Reclassification of Discontinued Operations,
page 51

1.
We note your disclosure that in the second quarter of 2012, you identified an error in the calculation of intercompany profit elimination in inventory for prior periods, including the years ended December 31,
2011 and December 25, 2010. We note the effect of the error correction on your loss from operations for the year ended December 31, 2011 was $831, or 108% of your previously reported loss from operations. Please address the following:

•

Tell us how you discovered the error

 Background:

Kopin began producing Heterojunction Bipolar Transistors (HBTs) in 1996 at its Taunton, Massachusetts facility and in 2000 Kopin added a second
HBT production facility in Taunton, Massachusetts. In 2009, Kopin obtained a controlling interest in Kopin Taiwan Corporation (KTC), a Taiwanese company, and commenced production of HBTs for customers in Taiwan. In the fourth quarter of 2010, KTC
began production of HBTs for

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

PURSUANT TO 17 C.F.R. § 200.83 BY KOPIN CORPORATION.

THIS LETTER OMITS CONFIDENTIAL INFORMATION, WITH AN * DENOTING

SUCH OMISSION. AN UNREDACTED VERSION HAS BEEN DELIVERED TO THE

SEC’s DIVISION OF CORPORATION FINANCE PURSUANT TO 17 C.F.R. § 200.83.

Kopin’s US customers. Shipments from January of 2011 through June of 2011 were small quantities as KTC’s production facilities were being qualified by Kopin’s US customers. In the
third quarter of 2011, the first significant shipments to US customers commenced.

 Kopin records inventory at the lower of cost (determined
on the first-in, first-out or specific identification method) or market. Kopin incorrectly recorded the inventory purchases from KTC at KTC’s selling price to Kopin and not at KTC’s cost. In other words, the Company failed to eliminate the
intercompany profit.

 Response:

Each quarter, Kopin’s inventory value is computed by its cost accountant and the computation is reviewed by the Company’s controller.
Management also reviews a gross margin analysis each quarter. By performing this review, management noted an increase in gross margin in the third and fourth quarter of 2011 and in the first quarter of 2012. The gross margin analysis attributed the
increase in gross margin to KTC’s lower cost structure compared to Kopin’s two US manufacturing facilities. KTC’s cost structure is lower than Kopin’s due to lower wages and overhead, specifically engineering support which is
provided by Kopin. Kopin’s management continued to refine its understanding of what were the specific cost components driving the improved gross margin from KTC as compared to Kopin’s historical gross margins. With this continued
assessment, in the second quarter of 2012, Kopin identified the intercompany profit elimination issue.

•

Describe to us in greater detail the nature of the error in the calculation of intercompany profit elimination

Response:

 Under the terms
of Kopin’s intercompany pricing arrangement, Kopin purchased KTC’s HBTs at a percentage of the price it receives from its US customers. For example, customer A pays [$*] for a finished goods wafer. It costs KTC approximately [$*] to make
the finished goods wafer and it costs Kopin approximately [$*] to test and qualify the finished goods wafers before shipment to customer A. Accordingly, the cost of a wafer produced at KTC should be [$*] ([$*] plus [$*]) in the consolidated
financial statements, however Kopin valued each wafer at [$*] (representing KTC’s selling price to Kopin) in its inventory compilation.

The intercompany profit elimination error is shown in the table below. Please note that Kopin performed this analysis for the three month
periods ended March 26, 2011 and June 25, 2011 and determined that the inventory error was de minimis (approximately $16,000) and, therefore, did not include these periods in the analysis or correction.

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

PURSUANT TO 17 C.F.R. § 200.83 BY KOPIN CORPORATION.

THIS LETTER OMITS CONFIDENTIAL INFORMATION, WITH AN * DENOTING

SUCH OMISSION. AN UNREDACTED VERSION HAS BEEN DELIVERED TO THE

SEC’s DIVISION OF CORPORATION FINANCE PURSUANT TO 17 C.F.R. § 200.83.

For the
3 month and year
ended
12/25/2010

 For the
3 month
period

ended
9/24/2011

 For the
3 month
period

ended
12/31/2011

For the year
ended
12/31/2011

 For the

3 month

 period

ended
3/31/2012

 Impact on net income attributable to the controlling interest:

 Beginning inventory error

$
0

$
116,252

$
823,140

$
116,252

$
947,005

 Ending inventory error

(116,252
)

(823,140
)

(947,005
)

(947,005
)

(1,509,460
)

 Net impact

($
116,252
)

($
706,888
)

($
123,865
)

($
830,753
)

($
562,455
)

•

Please provide us with your analysis of the materiality of the error. Discuss why you concluded that amendment to the December 31, 2011 Form 10-K was not necessary.

Response:

 In evaluating
the impact of the intercompany profit elimination error Kopin performed both a qualitative and quantitative analysis under the “roll-over” and “iron curtain” approaches.

Rollover Approach:

 Qualitative
Analysis

 Management assessed the intercompany profit elimination error from a qualitative perspective using the guidance within Staff
Accounting Bulletin (SAB) 99. Within SAB 99 Topic 1, M-1, the SEC provides a list of the type of items that should be considered in making a qualitative determination of the materiality of an issue, including the following:

•

Whether the misstatement arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate

The error occurred because of a failure to properly apply an accounting policy. Kopin purchased the finished goods wafer inventory from KTC.
The inventory was not recorded by Kopin at KTC’s manufactured cost but instead recorded at KTC’s selling cost to Kopin which included KTC’s profit. Accordingly, the intercompany profit was not eliminated. Therefore, it was not an
error in estimation, but rather a calculation that could be precisely measured.

•

Whether the misstatement masks a change in earnings or other trends.

 The error did not
mask a change in earnings or other trends. All trends within the Company’s consolidated financial statements would have remained the same with or without the adjustment. See the table below reflecting the changes and the impacts to the trends.

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

PURSUANT TO 17 C.F.R. § 200.83 BY KOPIN CORPORATION.

THIS LETTER OMITS CONFIDENTIAL INFORMATION, WITH AN * DENOTING

SUCH OMISSION. AN UNREDACTED VERSION HAS BEEN DELIVERED TO THE

SEC’s DIVISION OF CORPORATION FINANCE PURSUANT TO 17 C.F.R. § 200.83.

•

Whether the misstatement hides a failure to meet analysts’ consensus expectations for the enterprise.

The analysts’ consensus of Kopin’s diluted earnings per share (“EPS”) for the three month period ended Q4 2011 and for the
year ended December 31, 2011 was $0.03 per share and $0.11 per share, respectively. Kopin’s actual EPS results were $0.00 and $0.06, respectively. Accordingly, Kopin missed analysts’ expectations without the impact of the error.
Please note that Kopin does not provide earnings estimates as part of its financial guidance. For the three month period ended Q1 2012, the analysts’ expectations were for a loss of $0.01 per share and Kopin actual results were a loss per share
of $0.03. Kopin missed analysts’ expectations without the impact of the error.

•

Whether the misstatement affects the registrant’s compliance with regulatory requirements.

The error did not impact any regulatory requirement.

•

Whether the misstatement changes a loss into income or vice versa.

 As the table below
indicates there were no changes in trends or income becoming loss or vice versa.

For the
3 month period
ended and year
ended
12/25/2010

For the
3 month period
ended
9/24/2011

For the
3 month period
ended
12/31/2011

For the year
ended
12/31/2011

For the
3 month period
ended
3/31/2012

 Net income (loss) attributable to the controlling interest

$
4,675,671

$
797,055

($
67,000
)

$
3,597,927

($
2,209,213
)

 Net impact of the error on net income attributable to controlling interest:

(104,830
)

(637,436
)

(111,695
)

(518,562
)

(370,251
)

 Net income (loss) attributable to the controlling interest adjusted for the error

$
4,570,841

$
159,619

($
178,354
)

$
3,079,365

($
2,579,464
)

•

Whether the misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing a significant role in the registrant’s operations or profitability.

 The error did not concern a specific segment as the Company’s segments were based on geography. The Company had two
product lines, Display and III-V. The III-V product line was primarily composed of sales of HBT products. The III-V product line information was split between the Kopin and KTC segment information. The Company provided revenue by product line but
not profitability by product line. The inventory error did not affect revenue.

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

PURSUANT TO 17 C.F.R. § 200.83 BY KOPIN CORPORATION.

THIS LETTER OMITS CONFIDENTIAL INFORMATION, WITH AN * DENOTING

SUCH OMISSION. AN UNREDACTED VERSION HAS BEEN DELIVERED TO THE

SEC’s DIVISION OF CORPORATION FINANCE PURSUANT TO 17 C.F.R. § 200.83.

•

Whether the misstatement affects the registrant’s compliance with loan covenants or other contractual requirements.

The Company does not have any debt agreements or other contractual requirements related to its financial position, results of operations or
cash flows. The error did not have any effect on this qualitative consideration.

•

Whether the misstatement has the effect of increasing management’s compensation - for example, by satisfying requirements for the award of bonuses or other forms of incentive compensation.

The intercompany profit elimination error resulted in an aggregate additional $141,000 of bonuses being paid to management including the
controller and the cost accountant. None of the management team, excluding the controller and cost accountant, was involved in the creation of the error nor would they have been in a position to influence the creation of the error. The CFO, as part
of his review process, discussed with the controller how the inventory was priced during his quarterly and annual reviews and was told it was done in conjunction with the Company’s policy. The cost accountant/controller failed to identify that
two different methods were being used, one for inventory produced at Kopin and another for inventory acquired from KTC.

 The controller
and the cost accountant received additional bonuses of [$*] and [$*], respectively as a result of the error. The controller and cost accountant’s wages are [$*] and [$*], respectively for 2012. Management does not believe the bonuses were large
enough to incentivize them to intentionally create the error.

•

Whether the misstatement involves concealment of an unlawful transaction.

 There are no
indications of any illegal or unlawful events.

 Quantitative Analysis:

In evaluating the quantitative impact of the intercompany profit elimination error, management computed the net impact based on the results of
operations for each period including the impact on December 31, 2011. To determine the impact on Kopin’s results of operations, management needed to include the impact on the noncontrolling interest (Kopin owned approximately 90% of KTC,
accordingly approximately 10% of KTC’s excess profits would be attributed to noncontrolling interest) and the tax consequences. The table below reflects the impact for each applicable period.

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

PURSUANT TO 17 C.F.R. § 200.83 BY KOPIN CORPORATION.

THIS LETTER OMITS CONFIDENTIAL INFORMATION, WITH AN * DENOTING

SUCH OMISSION. AN UNREDACTED VERSION HAS BEEN DELIVERED TO THE

SEC’s DIVISION OF CORPORATION FINANCE PURSUANT TO 17 C.F.R. § 200.83.

For the
3 month period
ended and year
ended
12/25/2010

 For the
3 month
period

ended
9/24/2011

For the 3 month
period ended
12/31/2011 (A)

For the year
ended
12/31/2011
(A)

For the 3 month
period ended
3/31/2012

 Impact on net income attributable to the controlling interest:

 Beginning inventory error

$
0

$
116,252

$
823,140

$
116,252

$
947,005

 Ending inventory error

(116,252
)

(823,140
)

(947,005
)

(947,005
)

(1,509,460
)

 Net

(116,252
)

(706,888
)

(123,865
)

(830,753
)

(562,455
)

 Tax benefit (B)

—

—

—

255,691

151,863

 Noncontrolling interest

11,422

69,452

12,170

56,500

40,341

 Net impact on net income attributable to the controlling interest:

($
104,830
)

($
637,436
)

($
111,695
)

($
518,562
)

($
370,251
)

 Reported amounts prior to restatement:

 Net income (loss) attributable to the controlling interest

$
4,675,671

$
797,055

($
67,000
)

$
3,597,927

($
2,209,213
)

 Pretax Income(Loss)

$
4,832,874

$
1,197,864

($
3,334,649
)

$
1,015,084

($
1,433,336
)

 Diluted EPS reported prior to restatement

$
0.07

$
0.01

$
0.00

$
0.06

($
0.03
)

 Restatement adjustment

(0.00
)

(0.01
)

(0.00
)

(0.01
)

(0.01
)

 Adjusted Diluted EPS

$
0.07

$
0.00

($
0.00
)

$
0.05

($
0.04
)

(A)
Reported Pretax income includes an impairment of $4,999,512. Excluding the impairment pretax results for Q4 2011 and full year 2011 would have been $1.7 million and $6.0 million, respectively.

(B)
The Company had no tax benefit or provision during fiscal years 2010 and 2011 because the Company’s former subsidiary, KTC, had a full deferred tax valuation allowance.

In performing our assessment of the intercompany profit elimination errors, management prepared and reviewed the proforma effect of the
adjustment along with $147,000 of previously identified uncorrected misstatement. The previously identified uncorrected misstatement of $147,000 was determined to be immaterial and not adjusted within the immaterial restatement. This analysis
identified the following:

 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

PURSUANT TO 17 C.F.R. § 200.83 BY KOPIN CORPORATION.

THIS LETTER OMITS CONFIDENTIAL INFORMATION, WITH AN * DENOTING

SUCH OMISSION. AN UNREDACTED VERSION HAS BEEN DELIVERED TO THE

SEC’s DIVISION OF CORPORATION FINANCE PURSUANT TO 17 C.F.R. § 200.83.

For the
3 month and
year ended
12/25/2010

For the
3 month
period
ended
9/24/2011

For the
3 month
period
ended
12/31/2011

For the year
ended
12/31/2011

For the
3 month period
ended
3/31/2012

 Net impact on net income attributable to the controlling interest:

($
104,830
)

($
637,436
)

($
111,695
)

($
518,562
)

($
370,251
)

 Other unrecorded adjustments

—

—

—

—

147,000

 Estimated Resta

September 5, 2013

Via Email
Richard A. Sneider
Chief Financial Officer
Kopin Corporation
125 North Drive
Westboro, MA  01581 -3335

 Re: Kopin Corporation
Form 10 -K for the Fiscal Year Ended December 2 9, 2012
  Filed March  18, 2013
  File No.  001-19882
Dear Mr. Sneider :
We have reviewed your filing an d have the following comments.  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 ten 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 c ircumstances please tell us why 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 29, 2012

Note 1.  Summary of Significant Accounting Policies, page 47

– Immaterial Restatement with Reclassification of Discontinued Operations, page 51

1. We note your disclosure that in the second quarter of 2012, you identified an error in the
calculation of intercompany  profit elimination in inventory for prior periods, including the
years ended December 31, 2011 and December 25, 2010. We note the effect of the error
correction on your loss from operations for the year ended December 31, 2011 was $831, or
108% of your pr eviously reported loss from operations. Please address the following:

 Tell us how you discovered the error.
 Describe to us in greater detail the nature of the error in the calculation of intercompany
profit elimination.

Richard A. Sneider
Kopin Corporation
September 5, 2013
Page 2

  Please provide us with your anal ysis of the materiality of the error. Discuss why you
concluded that amendment to the December 31, 2011 Form 10 -K was not necessary.
 We do not see where you have provided clear disclosure on the face of the balance sheet
or the statements of operations tha t the prior year amounts have been restated. Please
explain why you concluded such disclosure was not necessary.
 Please have your auditor address how it considered paragraph 9 of PCAOB Auditing
Standard No. 6 and why it ultimately concluded reference to th e restatement in the audit
report was not required.

Note 15. Segments and Geographical Information, page 68

2. We note your disclosure of revenues by geographical area, including “Asia -Pacific, Europe
and Americas.” Please explain to us how your disclosure complies with FASB ASC 280 -10-
50-41a, which requires separate disclosure of revenues attributed to your country of domicile.
Alternatively, revise future filings to comply.

 In responding to our comments, please provide  a written statement from the compa ny
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Eric Atallah, Staff Accountant at  (202) 551 -3663 or me at (202) 551 -
3643 if you have questions regarding these comments.   In this regard, do not hesitate to contact
Martin James, Senior Assistant Chief Accountant at (202) 551 -3671 .

Sincerely,

 /s/ Kevin L. Vaughn

Kevin L. Vaughn
Accounting Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

         January 20, 2011   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 completed our review of your fili ngs and do not have any further comments at
this time.             S i n c e r e l y ,                    Jeffrey Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f

January 18, 2011
 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 January 13, 2011 File No.  000-19882

Dear Mr. Fan:
We have completed our limited review of  your filing and do not have any further
comments at this time.  Please contact Asl ynn Hogue at (202) 551-3841 with any questions.

Sincerely,

Russell Mancuso Branch Chief

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

CORRESP
1
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Response Letter

 January 13, 2011

 VIA EDGAR AND FEDERAL EXPRESS

 Russell Mancuso

Division of Corporation Finance Branch Chief

Securities & Exchange Commission

 100 F
Street N.E.

 Washington, D.C. 20549

Re:
Kopin Corporation

Definitive Proxy Statement on Schedule 14A

 Filed March 17, 2010

 File No. 000-19882

Dear Mr. Mancuso,

 This
letter is in response to comments received in the letter dated December 22, 2010 (the “Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to John C.C. Fan, President
and Chief Executive Officer and Chairman of the Board of Directors of Kopin Corporation (the “Company”), and a follow-up conversation with the Staff on January 11, 2011, regarding incorrect information contained the Company’s
Named Executive Officer Summary Compensation Table in its 2010 Definitive Proxy Statement on Schedule 14A filed on March 17, 2010 (the “Proxy Statement”). In response to the Staff’s verbal comments on January 11, 2011, we
note that while the Company does not believe an amendment of its 2009 Annual Report on Form 10-K is required to be filed to reflect the inaccuracies in its Proxy Statement, the Company does confirm that disclosure of the corrected compensation
amounts on a Form 8-K filing is appropriate. As such the Company shall file contemporaneously with this letter a Form 8-K setting forth the corrected Named Executive Officer Summary Compensation Table.

The Company hereby acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

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

•

 the Company 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.

 We would appreciate the opportunity to discuss any remaining questions or concerns with you at your
convenience. If you have any further questions, please contact the undersigned at 508.824.6696.

 Very truly yours,

/s/ Richard A. Sneider

 Richard A. Sneider

 Chief Financial Officer

Cc:
Aslynn Hogue, U.S. Securities and Exchange Commission

 John, J. Concannon, Bingham McCutchen LLP

CORRESP
1
filename1.htm

Correspondence

 January 5, 2011

 VIA EDGAR AND FEDERAL EXPRESS

 Russell Mancuso

Division of Corporation Finance Branch Chief

Securities & Exchange Commission

 100 F
Street N.E.

 Washington, D.C. 20549

Re:

Kopin Corporation

Definitive Proxy Statement on Schedule 14A

Filed March 17, 2010

File No. 000-19882

 Dear Mr. Mancuso,

 This letter is in response to comments received in the letter dated December 22, 2010 (the “Letter”) from the
Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to John C.C. Fan, President and Chief Executive Officer and Chairman of the Board of Directors of Kopin Corporation (“we”, “our”
or the “Company”). We have reviewed the Letter and our response is set forth below.

 For ease of reference the
comment contained in the Letter is printed below in italics and is followed by our response.

 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 Mr. Hill for fiscal year 2008. We note that the totals of the individuals compensation amounts on page 20 of your
definitive proxy statement appear to be different than the amount of actual compensation you included in the table on page 2 of your response.

 Response:

 We note the Staff’s comment and respectfully submit that,
after further review, the statement “…we noted that all individual compensation amounts were correctly reported in the Summary Compensation Table…” in our response to the Staff dated December 17, 2010 was incorrect. The
amounts in the Salary column for Messrs Sneider, Tsaur, and Hill for fiscal year 2007 and Mr. Hill for fiscal year 2008 were not the proper salary amounts for those years. The amounts reported in the “Salary” column in our fiscal year
2009 proxy for Messrs Sneider, Tsaur, and Hill for fiscal year 2007 and Mr. Hill for fiscal year 2008 were their salaries for 2006 and 2007, respectively. We would also note that there were differences in the fiscal year 2007 “Other”
column for Messrs Sneider, Tsaur, and Hill which represents the value of a life insurance premium not included in the fiscal year 2007 compensation amount. In our computation of the total compensation variance as described in our response dated
December 17, 2010, we had properly identified all of the errors in the columns; however we incorrectly made the statement above. For reference, we have attached as Exhibit A to this response letter three tables setting forth (i) the actual
amounts that should have been set forth in such table, (ii) the amounts as reported in our Named Executive Officer Summary Compensation Table in our fiscal year 2009 proxy statement, and (iii) the variance between each of (i) and
(ii).

 After determining the variances set forth in Exhibit A, we considered the potential impact
to shareholders and other users of our financial statements and continue to believe that the variances do not require an amendment or additional disclosure with respect to the Named Executive Officer Summary Compensation Table. The variances in the
Salary and Other columns are insignificant in comparison to the individual Salary column amounts and Total compensation amounts. As a result, we do not believe that a shareholder’s voting or investment decision would have been affected in any
way because of the variances noted above. Further, we believe this position is supported by the fact that our fiscal year 2009 compensation amounts were properly reported in our fiscal year 2009 proxy statement and the fiscal year 2008 and 2007
total compensation variances for our Chief Executive Officer and Chief Financial Officer overstated their compensation.

 While
we do not believe any changes or amendments are required with respect to our fiscal year 2009 proxy statement, we do note that we will revise the Named Executive Officer Summary Compensation Table in all future filings to properly report the total
of all compensation elements appearing in the table. We will also review our disclosure controls and procedures to assess what actions need to be taken to prevent future errors in our subsequent disclosures.

The Company hereby acknowledges the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

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

•

 the company 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.

 We would appreciate the opportunity to discuss any remaining questions or concerns with you at your
convenience. If you have any further questions, please contact the undersigned at 508.824.6696.

Very truly yours,

 /s/ Richard A. Sneider

 Richard A. Sneider

Chief Financial Officer

 Cc:

Aslynn Hogue, U.S. Securities and Exchange Commission

John, J. Concannon, Bingham McCutchen LLP

Exhibit A

 Correct (Actual) Named Executive Officer Summary Compensation Table

 Name and

 Principle Position

Year

Salary
($)

Bonus
($)

Restricted
Stock
Awards
($)(1)

Option
Awards
($)(1)

Non-equity
Incentive

Plan
Compensation
($)(2)

Change
in
Pension
Value
and
Non-Qualified
Deferred

Compensation
($)(3)

All
Other
Compensation
($)(4)

Total

 John C.C. Fan
President, Chief Executive Officer, Chairman of the board

2009

$
495,000

—

$
1,807,296

—

$
29,567

—

$
4,935

$
2,336,798

2008

$
495,000

—

$
344,008

—

$
70,403

—

$
4,875

$
914,286

2007

$
495,000

—

$
800,908

—

$
100,000

—

$
4,175

$
1,400,083

 Richard A. Sneider
Treasurer and Chief Financial Officer

2009

$
300,000

—

$
305,934

—

$
12,178

—

$
4,575

$
622,687

2008

$
300,000

—

$
53,136

—

$
25,010

—

$
4,350

$
382,496

2007

$
300,000

—

$
132,048

—

$
25,000

—

$
4,175

$
461,223

 Boryeu Tsaur
Executive Vice President—Display Operations

2009

$
325,000

—

$
199,746

—

$
5,428

—

$
4,650

$
534,824

2008

$
325,000

—

$
23,685

—

$
53,618

—

$
4,350

$
406,653

2007

$
325,000

—

$
379,381

—

$
25,000

—

$
4,075

$
733,456

 Daily S. Hill
Vice President—Government Programs and Special Projects

2009

$
270,000

—

$
149,507

—

$
17,394

—

$
4,260

$
441,161

2008

$
270,000

—

$
75,896

—

$
0

—

$
4,260

$
350,156

2007

$
265,000

—

$
195,000

—

$
25,000

—

$
3,975

$
488,975

 Michael Presz
Vice President of Government Programs

2009

$
225,000

—

$
191,329

—

$
5,324

—

$
4,350

$
426,003

2008

$
225,000

—

$
23,232

—

$
41,789

—

$
4,125

$
294,146

2007

$
210,000

—

$
114,505

—

$
25,000

—

$
3,975

$
353,480

 Reported Named Executive Officer
Summary Compensation Table

 Name and

 Principle Position

Year

Salary
($)

Bonus
($)

Restricted
Stock
Awards
($)(1)

Option
Awards
($)(1)

Non-equity
Incentive

Plan
Compensation
($)(2)

Change
in
Pension
Value
and
Non-Qualified
Deferred

Compensation
($)(3)

All
Other
Compensation
($)(4)

Total

 John C.C. Fan
President, Chief Executive Officer, Chairman of the board

2009

$
495,000

—

$
1,807,296

—

$
29,567

—

$
4,935

$
2,336,797

2008

$
495,000

—

$
344,008

—

$
70,403

—

$
4,875

$
1,333,858

2007

$
495,000

—

$
800,908

—

$
100,000

—

$
4,175

$
1,578,190

 Richard A. Sneider
Treasurer and Chief Financial Officer

2009

$
300,000

—

$
305,934

—

$
12,178

—

$
4,575

$
622,687

2008

$
300,000

—

$
53,136

—

$
25,010

—

$
4,350

$
473,608

2007

$
280,000

—

$
132,048

—

$
25,000

—

$
3,300

$
500,862

 Boryeu Tsaur
Executive Vice President—Display Operations

2009

$
325,000

—

$
199,746

—

$
5,428

—

$
4,650

$
534,824

2008

$
325,000

—

$
23,685

—

$
53,618

—

$
4,350

$
515,708

2007

$
310,000

—

$
379,381

—

$
25,000

—

$
3,300

$
531,865

 Daily S. Hill
Vice President—Government Programs and Special Projects

2009

$
270,000

—

$
149,507

—

$
17,394

—

$
4,260

$
441,161

2008

$
265,000

—

$
75,896

—

$
0

—

$
4,260

$
386,778

2007

$
240,000

—

$
195,000

—

$
25,000

—

$
3,300

$
376,728

 Michael Presz
Vice President of Government Programs

2009

$
225,000

—

$
191,329

—

$
5,324

—

$
4,350

$
426,003

2008

$
225,000

—

$
23,232

—

$
41,789

—

$
4,125

$
294,146

2007

$
210,000

—

$
114,505

—

$
25,000

—

$
3,975

$
353,480

 Variances in Named Executive Officer Summary Compensation Table

A positive amount in the “Total Variance” column below represents the amount by which the total reported exceeded the actual total, and a
negative (bracketed) amount represents the amount by which the total reported was less than the actual total.

 (Understated)/Overstated
actual compensation

 Name and

 Principle Position

Year

Salary
($)

Bonus
($)

Restricted
Stock
Awards
($)

Option
Awards
($)

Non-equity
Incentive

Plan
Compensation
($)

Change
in
Pension
Value
and
Non-Qualified
Deferred

Compensation
($)

All
Other
Compensation
($)(1)

Total
Variance

 John C.C. Fan
President, Chief Executive Officer, Chairman of the board

2009

—

—

—

—

—

—

—

$
1

2008

—

—

—

—

—

—

—

419,572

2007

—

—

—

—

—

—

—

178,107

 Richard A. Sneider
Treasurer and Chief Financial Officer

2009

—

—

—

—

—

—

—

—

2008

—

—

—

—

—

—

—

$
91,112

2007

$
(20,000
)

—

—

—

—

—

$
(875
)

39,639

 Boryeu Tsaur
Executive Vice President—Display Operations

2009

—

—

—

—

—

—

—

—

2008

—

—

—

—

—

—

—

$
109,055

2007

$
(15,000
)

—

—

—

—

—

$
(775
)

(201,591
)

 Daily S. Hill
Vice President—Government Programs and Special Projects

2009

—

—

—

—

—

—

—

—

2008

$
(5,000
)

—

—

—

—

—

—

$
36,622

2007

(25,000
)

—

—

—

—

—

$
(675
)

(112,247
)

 Michael Presz
Vice President of Government Programs

2009

—

—

—

—

—

—

—

—

2008

—

—

—

—

—

—

—

—

2007

—

—

—

—

—

—

—

—

(1)
Value of life insurance premium

CORRESP
1
filename1.htm

Letter to the SEC

 December 29, 2010

 VIA EDGAR AND FEDERAL EXPRESS

 Jeff Jaramillo

Division of Corporation Finance

 Accounting
Branch Chief

 Securities & Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

Re:

Kopin Corporation

Form 10-K for the Fiscal Year Ended December 26, 2009

Filed March 8, 2010

File No. 000-19882

 Dear Mr. Jaramillo,

 This letter is in response to comments received in the letter dated December 17, 2010 (the “Letter”) from the
Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Richard A. Sneider, Chief Financial Officer of Kopin Corporation (“we”, “our” or the “Company”). We have reviewed
the Letter and our response is set forth below.

 For ease of reference the comment contained in the Letter is printed below in
italics and is followed by our response.

 1. We note your disclosure that there “no significant changes were made to our internal
controls during our fourth fiscal quarter.” Item 308(c) of the Regulation S-K requires you to disclose any change in your internal control over financial reporting that occurred during your last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, your internal control over financial reporting. Please confirm for us in your response whether they were any changes required to be disclosed 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.

 Response:

 As requested by the Staff, we confirm that there were no changes
required to be disclosed by Item 308(c) of Regulation S-K for the fiscal quarter ended December 26, 2009. Assuming no changes have occurred, we will provide disclosure in future filings as follows:

“During our last fiscal quarter, there were no changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.”

 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 future filings to include greater detail about the material terms of the patent sale agreements whereby you sold the patents
and recognized income based on sublicensing of those patents. Please also discuss the cost basis and expenses underlying the

transaction, how the gross or net amount of the income was calculated and why the presentation of the item as a component of non-operating income was appropriate. Finally, provide us with a draft
of the changes you plan to make to your future disclosures in response to our comment.

 Response:

In our 2009 Annual Report’s Management’s Discussion and Analysis of Financial Condition and Results of Operations under the
Other Income and Expense section and in Note 3 to the Consolidated Financial Statements we stated the following to describe the $6.3 million of Gain on sale of Patents shown in Other income and expense in our 2009 Consolidated Statement of
Operations:

 In fiscal year 2008 we entered into an agreement wherein we agreed to sell certain patents we were no longer
using to a party which would attempt to sub-license the patents. Under the terms of the agreement the amount we would receive for the sale of the patents was a percentage of any license fees, after expenses, from the sublicense. In 2009 we recorded
$6.3 million of license fees from the sale of these patents. We do not expect to receive any material additional amounts from the sales of these patents.

 As noted in our disclosure, we sold certain patents which we were no longer using to a third party (the “Buyer”). Beyond the standard terms (governing law, confidentiality, notices, etc…),
the key terms of the agreement to sell the patents (the “sales agreement”) were as follows:

•

 The initial consideration Kopin received was $1. We were not guaranteed to receive any additional consideration.

•

 The Company would receive additional consideration consisting of a percentage of any net proceeds that the Buyer received for sublicensing the patents
or any legal settlement received from companies that were infringing in the patents. Under the sales agreement the Buyer was allowed to reduce any proceeds received by the costs incurred, primarily legal costs, to arrange for sublicensing or
prosecute any patent infringements.

•

 The Company warranted that it owned the patents and had not licensed them to any other third parties.

•

 After two years and if the Buyer had not generated any additional consideration the Company had the option to buy the patents back for the initial
consideration.

 Recognition

In determining whether recognition of income upon the consummation of the sales agreement was appropriate, we evaluated the terms and
conditions. Specifically, Kopin had no obligation to perform any services or provide any additional support to the Buyer under the sales agreement after the transaction was completed. Additionally, the cash received by Kopin in the amount of $6.3
million in 2009 was non-refundable, except if we violated the warranties described in the third bullet point above. Any rights maintained by Kopin in connection with the sales agreement were protective in nature. Our conclusion to recognize the
income from the sale of patents on a cash basis was based on collective terms of the sales agreement.

 The technology covered
by the patents sold was internally developed many years earlier and the costs incurred to develop the technology had been expensed as research and development. The technology was never used in a product that generated any economic benefit to Kopin.
The

accumulated costs for patent maintenance had been expensed in prior periods. Accordingly, upon consummation of the sales agreement, the carrying value of the patents was $0 and the gain on the
sale of patents as presented in our 2009 Consolidated Statement of Operations represents the cash received during 2009.

Presentation

 In item 1 Business of our Part 1 of our Form 10-K we describe our business as follows:

 We were incorporated in Delaware in 1984 and are a leading developer and manufacturer of III-V products and miniature flat panel displays. We use our proprietary semiconductor material technology to
design, manufacture and market our products.

 Our revenues are generated from the sale of semiconductor products or the
performance of research and development contracts, primarily for the U.S. Department of Defense. While we have previously licensed technology upon the establishment of joint ventures, we have not historically engaged in the sale or licensing of
patents to unaffiliated third parties. As noted above, the technology subject to the patents was never used in a commercial product or arrangement. These patents were effectively idle assets, not assets used in operations, for which no commercial
application had been developed by Kopin. Accordingly we did not consider the gain on the sale to be income for our normal operations and concluded that presentation as other income below income from operations was more appropriate.

In future filings we plan to include the following revised disclosure:

In fiscal year 2008 we entered into an agreement to sell certain patents which we were not using and that had a carrying value of $0 to
a buyer who would attempt to sublicense the patents. The total consideration the Company would receive for the sale of the patents would be a percentage of any sublicense fees, after expenses, the buyer received. In 2009 we recorded $6.3 million of
income which represented the Company’s share of sublicense fees income. We do not expect to receive any material additional amounts from the sales of these patents. However, we do continue to evaluate the patents in our portfolio for
opportunities to moneterize these assets.

 The Company hereby acknowledges the following:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

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

•

 the company 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.

 We would appreciate the opportunity to discuss any remaining questions or concerns with you at your
convenience. If you have any further questions, please contact the undersigned at 508.824.6696.

Very truly yours,

/s/ Richard A. Sneider

Richard A. Sneider

Chief Financial Officer

Cc:

Kevin Kuhar, U.S. Securities and Exchange Commission

John, J. Concannon, Bingham McCutchen LLP

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

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

CORRESP
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Correspondence

 December 17, 2010

 VIA EDGAR AND FEDERAL EXPRESS

 Russell Mancuso

Division of Corporation Finance Branch Chief

Securities & Exchange Commission

 100 F
Street N.E.

 Washington, D.C. 20549

Re:

Kopin Corporation

Definitive Proxy Statement on Schedule 14A

Filed March 17, 2010

File No. 000-19882

 Dear Mr. Mancuso,

 This letter is in response to comments received in the letter dated December 9, 2010 (the “Letter”) from the
Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to John C.C. Fan, President and Chief Executive Officer and Chairman of the Board of Directors of Kopin Corporation (“we”, “our”
or the “Company”). We have reviewed the Letter and our response is set forth below.

 For ease of reference the
comment contained in the Letter is printed below in italics and is followed by our response.

 1. In an October 4, 2010 article,
The Boston Globe reported that you disclosed incorrect executive compensation amounts in your recent proxy statements. We have reviewed the compensation amounts you reported in your proxy statements, and it appears that the amounts are
incorrect.

 Response:

 Upon learning of the October 4, 2010, article referenced above we reviewed our Named Executive Officer Summary Compensation Table (the “Summary Compensation Table”) included in our 2010
Definitive Proxy Statement on Schedule 14A filed on March 17, 2010 (the “Proxy Statement”). After reviewing the disclosure included in the Summary Compensation Table, we determined that the mathematical errors were limited to the 2008
and 2007 “Total” columns only and that no amendments or changes to our Proxy Statement were necessary. All amounts in the tables other than the “Total” column are correct.

The 2008 and 2007 “Total” column errors referred to above occurred in connection with our adoption of the revised Regulation
S-K Item 402(n)(2)(v) disclosure requirement that the amount recognized for equity awards in the Summary Compensation Table equal the grant date fair market value of the equity award, rather than the compensation expense recognized in the
financial statements with respect to such award, which is how the calculations had been made in 2007 and 2008. To adopt this change properly in disclosure requirements, in our 2009 Proxy Statement we revised the restricted stock award compensation
amounts included for Messrs. Fan, Sneider, Tsaur and Hill for fiscal years ended 2008 and 2007. While the columns relating to

compensation amounts for restricted stock awards for Messrs. Fan, Sneider, Tsaur and Hill for those years were properly revised, the “Total” columns for fiscal years 2008 and 2007 were
not. No change was required for Mr. Presz because he was a new addition to the table in 2009.

 The table below sets forth
the variances in the “Total” column resulting from our change to the restricted stock award amounts that were not properly carried through to the “Total” column. Amounts in the “Reported” column below represent the
amounts reported in the “Total” column of our Summary Compensation Table. The amounts shown in the “Actual” column represent the actual amounts earned for the respective fiscal year after taking into account the revised
restricted stock award disclosure amounts. A positive amount in the “Variance” column below represents the amount by which the total reported exceeded the actual total, and a negative (bracketed) amount represents the amount by which the
total reported was less than the actual total.

Total Compensation

 Officer

Year

Actual

Reported

Variance

 Mr. Fan

2009

$
2,336,797

$
2,336,797

$
0

2008

914,286

1,333,858

419,572

2007

1,400,083

1,578,190

178,107

 Mr. Sneider

2009

622,687

622,687

0

2008

382,496

473,608

91,112

2007

461,223

500,862

39,639

 Mr. Tsaur

2009

534,824

534,824

0

2008

406,653

515,708

109,055

2007

733,456

531,865

(201,591
)

 Mr. Hill

2009

441,161

441,161

0

2008

350,156

386,778

36,622

2007

488,975

376,728

(112,247
)

 Mr. Presz

2009

426,003

426,003

0

2008

294,146

294,146

0

2007

353,480

353,480

0

 After determining the
variances set forth in the table above, we considered the potential impact to shareholders and other users of our financial statements. In our considerations, we first noted that all individual compensation amounts were correctly reported in the
Summary Compensation Table, i.e., only some of the amounts in the “Total” column were incorrect. Second, we noted that all amounts, including the “Total” column, are correct for fiscal year end 2009. Third, we noted that except
for the 2007 total amounts with respect to Mr. Tsaur and Mr. Hill, all variances actually overstate compensation for that year. Based on the combination of individually correct column disclosure amounts (other than the “Total”
column), combined with the fact that the most recent year was correct in all instances, and that the variances in the “Total” column tended to overstate compensation for 2007, we concluded that the variances did not require an amendment or
additional disclosure with respect to the Summary Compensation Table. Additionally, we do not believe that a shareholder’s voting decision would have been affected in any way because of the variances noted above.

 While we do not believe any changes or amendments are required with respect to our Proxy
Statement, we do note that we will revise the Summary Compensation Table in all future filings to properly report the total of all compensation elements appearing in the table.

 The Company hereby acknowledges the following:

 • the company is responsible
for the adequacy and accuracy of the disclosure in the filings;

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

 • the company 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.

 We would appreciate the opportunity to discuss any remaining questions or concerns with you at your convenience. If you have any further questions, please contact the undersigned at 508.824.6696.

Very truly yours,

/s/ Richard A. Sneider

 Richard A. Sneider

 Chief
Financial Officer

 Cc: Aslynn Hogue, U.S. Securities and Exchange Commission

       John, J. Concannon, Bingham McCutchen LLP

December 9, 2010
Via Facsimile and U.S. Mail

  John C.C. Fan

President, Chief Executive Officer and Chairman of the Board of Directors Kopin Corporation 200 John Hancock Road Taunton, MA 02780
 Re: Kopin Corporation
Definitive Proxy Statement on Schedule 14A
Filed March 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.

1. In an October 4, 2010 article, The Boston Globe
 reported that you disclosed incorrect
executive compensation amounts in your recent proxy statement.  We have reviewed the
compensation amounts you reported in your pr oxy statement, and it appears that the
amounts are incorrect.

Please contact us no later than 10 days from the date of this letter to tell us what actions
you plan to take to correct your executive compensation disc losure or, if you do not plan
to correct it, your reasons for reaching your conclu sion that it is not appropriate to do so.

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:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

Mr. John C.C. Fan Kopin Corporation December 9, 2010 Page 2

• 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

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
October 28, 2009

VIA U.S. MAIL

 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 completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             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

CORRESP
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SEC Response Letter

 October 8, 2009

 Securities & Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

 Attn: Mary Beth Breslin

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

 Dear Ms. Breslin,

 This letter is in response to comments received in the
letter dated September 25, 2009 (the “Letter”) from you to Mr. Richard A. Sneider, Chief Financial Officer of Kopin Corporation (“Kopin” or the “Company”). The Company has reviewed the comments and the
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

 Index to Exhibits, page 80

1.
We are unable to agree with your analysis provided in response to prior comment 3 regarding the “substantial dependence” standard you cited for the filing of
a material contract exhibit pursuant to Item 601(b)(10)(ii)(B). Accordingly, please provide a revised analysis supporting your conclusion that the agreement with Skyworks Solutions is not required to be filed as an exhibit. Further, please
expand your analysis to encompass revenues attributable to Advanced Wireless Semiconductor Company where AWSC resell your products to Skyworks. In this regard, we note your disclosure in the second full paragraph on page 3 of your Form 10-K that
“an investor should view your sales to Skyworks Solutions and AWSC in the aggregate when evaluating the importance of Skyworks Solutions as a customer.”

 Response: We note your response and again respectfully submit that, as noted in our response letter dated September 25, 2009,
the Skyworks contract is not a material contract required to be filed as an exhibit to our Annual Report on Form 10-K. Kopin is not “substantially dependent” upon the Skyworks Solutions contract for purposes of Item 601(b)(10)(ii)(B),
and the contract does not govern the sale of the “major part” of our products and therefore does not need to be included as an exhibit to our Annual Report on Form 10-K.

 We further note that although we indicate in our Form 10-K that it is appropriate to view our sales to Skyworks and AWSC in the aggregate
when evaluating the importance of Skyworks as a customer (because we believe that AWSC’s demand is being driven by orders from Skyworks), our sales to AWSC are not made under the Skyworks contract and, as such, sales
of our products to AWSC have no bearing on whether the Skyworks contract is a material contract. The analysis whether Skyworks is a material customer is under Regulation S-K Item 101(c)(vii) and is substantially
different than the analysis under Regulation S-K Item 601(b)(10)(ii)(B) with respect to whether a potential contract is material and required to be filed as an exhibit. Regulation S-K Item 101(c)(vii) states that a “customer and its
relationship” shall be disclosed if sales to the customer amount to more than 10% of revenue and “loss of such customer would have a material adverse effect on

the registrant and its subsidiaries taken as a whole.” Skyworks is identified as a customer because sales to Skyworks exceeded the 10% threshold. This standard, however, is clearly different
than the exhibit inclusion test under Regulation S-K Item 601(b)(10)(ii)(B) which states that a registrant shall include any contract as an exhibit if the registrant is “substantially dependent” upon such contract. While loss of
Skyworks as a customer could potentially have a material adverse effect on our business, our business is not substantially dependent upon the Skyworks contract.

 In forming our conclusion we reviewed the relationship with Skyworks from several perspectives.

 First from the industry perspective:

 The merchant HBT (heterojunction bipolar transistor) industry is composed of three significant suppliers, Kopin, IQE, a public company in the United Kingdom and Visual Photonic Electronic Corp. (VPEC) a
company located in Taiwan. We believe that only Kopin and VPEC are qualified to sell product to Skyworks. We believe we supply Skyworks 100% of its HBT needs. In the event the contract is terminated or not renewed we do not believe it would be
commercially reasonable for Skyworks to discontinue purchasing product from us. We believe it is more likely that Skyworks would allocate its purchases similar to our other customers. Accordingly we do not believe the loss of the contract with
Skyworks would result in the termination of the relationship and therefore our relationship with Skyworks is not “substantially dependent” on the contract.

 Second from our operating results perspective:

 Kopin had income from operations
for the six month period ended June 27, 2009 of $1.7 million and a loss of $1.7 million from continuing operations for the six month period ended June 28, 2008 while Kopin’s combined revenues from Skyworks and AWSC for the six month
periods ended June 27, 2009 and June 28, 2008, were 24% and 31%, respectively, of Kopin’s total revenue. Accordingly, Kopin experienced improved operating performance during the six months ended June 27, 2009 while during such
period revenues from Skyworks were declining. We believe that Kopin’s improved operating performance, notwithstanding the lower Skyworks revenue, is further support that Kopin is not “substantially dependent” on the Skyworks contract.

 On the top of page 21 to our Annual Report on From 10-K, as part of our risk factor discussion we state the following:

 “We may not be able to realize any profits under a multi-year supply agreement with a significant HBT
customer. We have a supply agreement with a significant HBT customer that expires in July 2010, excluding a last buy option contained in the agreement. Under the terms of this agreement we have agreed to maintain capacity levels for
manufacturing HBT wafers and we committed to a declining pricing schedule. The agreement also requires us to give prior notice if we exit our HBT product line. In consideration for this agreement the customer agreed to source 100% of its HBT wafer
needs from us subject to the customer’s right to source HBT wafers from other sources if we are unable to meet its requirements under certain circumstances. We agreed that failure to meet our supply obligations under the agreement would allow
our customer to obtain court ordered specific performance. If we do not perform we could then be liable for monetary damages up to a maximum of $40 million. The agreement obligates us to provide wafers at preset prices and as a result, our ability
to make a profit under this agreement will be subject to fluctuations in the prices of raw materials, meeting customer wafer demand and to any increase in costs of goods or services required for us to perform under the agreement. If we are unable to
manufacture the HBT wafers below these preset prices we may not be able to achieve or maintain profitability. There can be no assurance that this customer will agree to renew or extend our agreement when it is due to expire in which case we would
potentially lose significant sales of our HBT products.”

 We include the above disclosure because while we believe that we are not “substantially
dependent” on the Skyworks contract so as to require inclusion of the contract as an exhibit under Regulation S-K Item 601, we believe that a $40 million indemnity is material information to an investor and accordingly should be disclosed.
We disclose the concepts of capacity maintenance and exiting the HBT product line to provide situations where the $40 million indemnity may be triggered. It is important to note that although Skyworks has agreed to give us essentially 100% of their
HBT business, they have not guaranteed us any minimum level of orders and, in fact, their orders increase and decrease with normal industry trends. We discuss the 100% agreement clause for investors and, more importantly, for our other HBT
customers, to understand the context under which the $40 million indemnity was negotiated.

 We believe we have conveyed to
investors the important elements of the Skyworks contract. However, while we have chosen to include the above summary of terms, we do not believe that such disclosure obligates us to include the Skyworks contract as an exhibit to our Annual Report
on Form 10-K.

 In our opinion to be “substantially dependent” for purposes of Item 601(b)(10)(ii)(B), implies
that Kopin’s ability to remain a “going concern” would be in question if the Skyworks contract were not in place. As previously stated and most recently demonstrated in our operating results, Kopin would be able to continue its
overall business and its HBT operations would continue to support other customers even with a termination of the Skyworks contract.

 If you
have any further questions, please contact the undersigned at 508.824.6696.

Very truly yours,

 /s/ Richard A. Sneider

 Richard A. Sneider

 Chief
Financial Officer

cc:
Ms. Andri Boerman,

 Mr. Joe
McCann

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
September 25, 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 letter dated Augus t 27, 2009 and have the following comment.
Where indicated, we think you should revise your future documents in  response to this comment.
If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary 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 th e end of this  letter.
 Index to Exhibits, page 80

 1. We are unable to agree with your analysis provided in response to prior comment 3
regarding the “substantial dependence” standard you cited for the filing of a material contract exhibit pursuant to Item 601(b)(1 0)(ii)(B).  Accordin gly, please provide a
revised analysis supporting your conclusion that  the agreement with Skyworks Solutions

Richard A. Sneider
Kopin Corporation September 25, 2009 Page 2
 is not required to be filed as an exhibit.   Further, please expand your analysis to
encompass revenues attributable to Advan ced Wireless Semiconductor Company where
AWSC resells your products to Skyworks.  In this regard, we note your  disclosure in the
second full paragraph on page 3 of your Form 10-K that “an investor should view your
sales to Skyworks Solutions and AWSC in the aggregate when evaluating the importance
of Skyworks Solutions as a customer.”  As appropriate, please respond to this commen t within 10 business da ys or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comment.
 You may contact Andri Boerman at (202) 551-3645 or Jay Webb, Accounting Reviewer,
at (202) 551-3603 if you have questions regard ing comments on the financial statements and
related matters.  Please cont act Joe McCann at (202) 551-6262 or me at (202) 551-3625 if you
have questions on other comments.             S i n c e r e l y ,

          M a r y  B e t h  B r e s l i n            S e n i o r  A t t o r n e y

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
August 13, 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 letter dated July  30, 2009 and have the following comments.
Where indicated, we think you should revise yo ur future documents 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 detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide 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 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 th e end of this  letter.

Richard A. Sneider
Kopin Corporation August 13, 2009 Page 2
  Form 10-K for the year ended December 27, 2008

Item 11.  Executive Compensation, page 47

1. We note your response to prior comment 2.  Pl ease provide us with a more detailed
analysis of how disclosure of the specif ic quantitative or qualitative performance
objectives upon which your Compensation Committee bases its incentive awards would result in competitive harm.  Refer to Qu estion 118.04 of the Regulation S-K Compliance
and Disclosure Interpretations  available on our website at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.

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

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

2. Refer to our prior comment 4.  With respec t to your 2008 loan to KTC, we noted your
response indicated that you considered the guidance in EITF 02-18 and concluded that
since you received fair value for the loans (the  loans were collateralized by equipment)
and no increase in ownership occurred, you “were not funding previously unrecorded
equity losses and therefore no a dditional equity method losses we re recorded”.   We also
noted disclosures on page 38 of your Form  10-K that “On October 8, 2008 you entered
into an agreement wherein you loaned KTC $2.0 million for first and third liens on its building and certain equipment. For financ ial accounting reporting purposes $0.8 million
of the $2.0 million was considered an equity investment and is included in Equity losses in unconsolidated affiliates.”  Your response and the referenced disclosures do not clearly
indicate how and why you concluded only $.8 million of the referenced loan to KTC represented, in substance, the f unding of prior losses of KTC.   Please provide us with the
following:

• an analysis of each
 of the four factors describe d under paragraph 10 of EITF 02-18
(and at paragraph 29 of FASB ASC 323-10-35)  that you considered  in reaching your
conclusion as to the amounts of your 2008 $2 m illion loan to KTC that represented, in
substance, the funding of prior KTC losses.

• In a related matter, tell us how the re quested conclusions are impacted by the
following facts:

o the October 2008 loan to KTC was appare ntly related to the fact that (as
disclosed on page 38 of your Form 10 -K) “KTC has been incurring operating
losses and, as a result, it has been ex periencing cash flow problems” and
o the $1.2 million of the loan not considered to be funding of prior losses of KTC was written-off during your fourth quarter of 2008;

Richard A. Sneider
Kopin Corporation August 13, 2009 Page 3

• your cumulative share of KTC’s net losses not  recognized (for all periods the equity
method was suspended) as of December 31, 2007 and 2008 and

• a summary of the significant terms of the lo an.  As applicable, please cross-reference
the information provided in our reques ted analysis to the loan terms.

Index to Exhibits, page 80

3. We note your response to prior comment 7.  Plea se reconcile your an alysis regarding the
materiality of the Skyworks Solutions agr eement with your response to prior comment 2,
in which you state that disclosure of certa in performance measures and targets would
cause competitive harm due to  the negative impact on your ab ility to negotiate prices
with Skyworks.
 Form 8-K dated July 30, 2009

 4. We note from information herein that  you purchased 19,572,468 shares of KTC’s
common stock for approximately $5,975,000 and ag reed to purchase 128,226 shares of
KTC from Microelectronics Technology Inc.  We also note you indicated that as a result
of these two transactions and the Company’ s previous investments in KTC you will own
approximately 87% of the outstanding common stock of KTC.  Please explain to us how
you accounted for this acquisition and tell us wh ether you are required to and plan to file
KTC’s historical financial statements and a ny pro forma financial information reflecting
the transaction under Item 9.01 of Form 8-K.   Please provide us with the significance
tests outlined in Rule 1-02(w) of Regul ation S-X for the referenced acquisition.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

Richard A. Sneider
Kopin Corporation August 13, 2009 Page 4
   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

CORRESP
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filename1.htm

Response Letter

 August 27, 2009

 Securities & Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

Attn:
Andri Boerman

 Division of Corporation 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 August 13,
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

 Item 11. Executive Compensation, page 47

1.
We note your response to prior comment 2. Please provide us with a more detailed analysis of how disclosure of the specific quantitative or qualitative performance objectives upon
which your Compensation Committee bases its incentive awards would result in competitive harm. Refer to Question 118.04 of the Regulation S-K Compliance and Disclosure Interpretation available on our website at
http://www.sec.gov/divisions/corfin/guidance/regs-kinterp.htm.

 Response: As we previously noted certain officers earn
incentive compensation based upon the results of the product line that they are associated with and the Corporate officers earn 50% of their incentive compensation based on the results of each of the two product lines.

 There are two issues. First, our III-V product line has one significant customer, which, while not material to the overall company, is material to the
product line. This customer, Skyworks Solutions is identified as a 10% customer in our 2008 Form 10-K as it represented 36%, 26% and 20% of total revenues for the fiscal years ended 2006, 2007 and 2008, respectively. However, as a percentage of the
Company’s III-V product line revenues, Skyworks represented 70%, 70% and 80% for the fiscal years ended 2006, 2007 and 2008, respectively. The second issue is that a contributing factor in determining the amount of incentive compensation of one
of our officers is the results of the III-V product line (the other officers incentive compensation amounts are based either of the results of the display product line or a mixture of the two product lines). If we were to provide the specific
quantitative metrics for each officer we would be required to disclose budgeted operating results for the III-V product line. We believe providing the detailed III-V budgeted operating results in the definitive proxy statement would negatively
affect our ability to negotiate prices with Skyworks as they could readily determine the profitability of their purchases from Kopin and such profitability is confidential information of Kopin, the disclosure of which would cause significant
competitive harm to Kopin. Furthermore, as the market place for our product is primarily composed of five large customers (Skyworks Solutions, RF Microdevices, Triquint Semiconductor, Anadigics and Win Semiconductor) supplied by three companies
(Kopin, VPEC and IQE) we believe that providing budgeted operating results would provide both competitors and other customers significant insight into our pricing practices and other operating metrics.

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

 Non-Marketable Securities – Equity Method Investments, page 64

2.
Refer to our prior comment 4. With respect to your 2008 loan to KTC, we noted your response indicated that you considered the guidance in EITF 02-18 and concluded that since you
received fair value for the loans (the loans were collateralized by equipment) and no increase in ownership occurred, you “were not funding previously unrecorded equity losses and therefore no additional equity method losses were
recorded”. We also noted disclosures on page 38 of your Form 10-K that “on October 8, 2008 you entered into an agreement wherein you loaned KTC $2.0 million for the first and third liens on its building and certain equipment. For
financial accounting reporting purposes $0.8 million of the $2.0 million was considered an equity investment and is included in Equity losses in unconsolidated affiliates.” Your response and the referenced disclosure do not clearly indicate how
and why you concluded only $.8 million of the referenced loan to KTC represented, in substance, the funding of prior losses of KTC. Please provide us with the following:

•

 An analysis of each of the four factors described under paragraph 10 of EITF 02-18 (and at paragraph 29 of FASB ASC 323-10-35) that you considered in
reaching your conclusion as to the amount of your 2008 $2 million loan to KTC that represented, in substance, the funding of prior KTC losses.

•

 In a related matter, tell us how the requested conclusions are impacted by the following facts:

o
the October 2008 loan to KTC was apparently related to the fact that (as disclosed on page 38 of your Form 10-K) “KTC has been incurring operating losses and, as a result, it
has been experiencing cash flow problems” and

o
the $1.2 million of the loan not considered to be funding of prior losses of KTC was written-off during the fourth quarter of 2008;

•

 your cumulative share of KTC’s losses not recognized (for all periods the equity method was suspended) as of December 31, 2007 and 2008 and

•

 a summary of the significant terms of the loans. As applicable, please cross-reference the information provided in our requested analysis to the loan terms.

 Response: In 2008, Kopin loaned KTC $2.0 million and recorded equity losses of $0.8 million and a loan loss
reserve of $1.2 million to the consolidated statement of operations.

 EITF 02-18 is applicable when there has been
“…suspension of equity method loss recognition…” (paragraph 4 of EITF 02-18).

 Accordingly, we first applied the
guidance of EITF 98-13 (ASC 323-10-35) in determining equity method losses to record for the period. Paragraph 5 of EITF 98-13 (and at paragraph 26 of ASC 323-10-35) states, in part:

 “…. when the investor has loans and securities of the investee that are within the scopes of Statements 114 and 115, respectively, the
investor should perform the following in order to determine the amount of equity method loss to report at the end of a period:

a.
Apply Opinion 18 to determine the maximum amount of equity method losses.

b.
Determine whether the adjusted basis of the other investment(s) in the investee is positive.

 i. When the adjusted basis is positive, the adjusted basis of the other investments should be
adjusted for the amount of the equity method loss based on its seniority…

 ii. When the adjusted basis reaches zero,
equity method losses should cease being reported ; however, the investor should continue to track the amount of unreported equity method losses for purposes of applying paragraph 19(i) of Opinion 18…”

 Prior to the loan to KTC in 2008, the adjusted cost basis of our investment in KTC was zero. In accordance with the guidance above, we resumed equity
method accounting and recorded our share of KTC’s equity losses during the period subsequent to the loan. Total equity losses of $0.8 million were recorded in the third and fourth quarters of 2008.

 Next we evaluated whether the remaining loan should be considered as funding prior losses of KTC under the guidance of EITF 02-18. Kopin’s
proportionate share of KTC losses not recognized after the suspension of the equity method is as follows:

 Cumulative losses not recorded through December 29, 2007

$
4,183,932

 Fiscal year 2008 losses not recorded (KTC losses prior to Kopin resuming equity method accounting after issuance of the loan)

$
381,263

 Cumulative losses not recorded through December 27, 2008

$
4,565,195

 Our analysis of the conditions in paragraph 10 of EITF 02-18 (and at paragraph 29 of ASC
323-10-35) which speaks specifically to funding prior losses is as follows:

a)
Whether the additional investment is acquired from a third party or directly from the investee. When the additional investment is purchased from a third party and the investee
does not obtain additional funds either from the investor or the third party, it is unlikely that, in the absence of other factors, prior losses are being funded.

 Analysis: Kopin did not acquire additional equity interests in KTC in connection with the loan. KTC used the loan proceeds to repay third party
bank debt. KTC did not retain a significant amount of cash in the transaction.

b)
The fair value of the consideration received in relation to the value of the consideration paid for the additional investment. For example, if the fair value of the consideration
received is less than the fair value of the consideration paid, it may indicate that prior losses are being funded to the extent that there is disparity in the value of the exchange.

 Analysis: Kopin received a note in the amount of $2.0 million bearing a market interest rate and security interests in KTC’s equipment and
building in exchange for cash of $2.0 million. At the date of the loan, we believe that we received consideration equal to or in excess of $2.0 million in the transaction.

c)
Whether the additional investment results in an increase in ownership percentage of the investee. In instances in which the investment is made directly with the investee, the
investor should consider the form of the investment and whether other investors are making simultaneous investments proportionate to their interests. Investments made without a corresponding increase in ownership or other interests, or a pro rata
equity investment made by all existing investors, may indicate that prior losses are being funded.

 Analysis: There was no increase in our ownership interest and no other investors provided loans.

d)
The seniority of the additional investment relative to existing equity of the investee. An investment in an instrument that is subordinate to other equity of the investee may
indicate that prior losses are being funded.

 Analysis: The loan was senior to the common equity of KTC and was
subordinate only to an existing note held by a third party bank of approximately $1,952,000.

 In accordance with paragraph 11 of EITF
02-18, we evaluated whether Kopin had become committed to provide additional financial support to KTC. We had no other agreements either explicit or implicit to provide KTC with any further funding.

 Our conclusion based on the analysis outlined above was that Kopin was not funding prior losses with the loan. Therefore, no additional equity method
losses were recorded.

 Finally, at period end we evaluated the loan for impairment under FASB Statement No. 114, “Accounting
by Creditors for Impairment of a Loan an amendment of FASB Statements No. 5 and 15” (and in paragraphs 16 through 22 of ASC 310-10-35). We concluded that it was probable that Kopin was not going to collect the amounts due from KTC
under the terms of the loan agreement. This conclusion was based on the fact that i) KTC was experiencing cash flow problems stemming from the economic downturn in the fourth quarter of calendar 2008, ii) KTC was not projecting that the cash flow
problems would be resolved in the near term given the likely length of the economic downturn and specifically the Taiwanese LED market, and iii) KTC had defaulted on the loan by not making the scheduled payments. As a result a loan loss reserve was
recorded as a separate line item in other income and expense. At December 27, 2008 the adjusted basis of the loan on Kopin’s consolidated balance sheet was $0.

 To provide clarification to the reader of the financial statements, we included the disclosure on page 38 of our Form 10-K that states “(o)n October 8, 2008 we entered into an agreement wherein we loaned KTC
$2.0 million for the first and third liens on its building and certain equipment. For financial accounting reporting purposes $0.8 million of the $2.0 million was considered an equity investment and is included in Equity losses in unconsolidated
affiliates.” As a result the reader of the financial statements would better understand that of the $2.0 million in charges recorded to the statement of operations related to the loan, $0.8 million was recorded in equity losses and $1.2 million
was recorded in other expense. As requested, a summary of significant terms for the KTC $2 million loan is as follows:

 Loans and
Notes. The Lender agrees to make non-revolving loans (each an “Advance”, for more than one drawing, the “Advances”) to Borrower from time to time as requested by the Borrower from the date hereof through, but not
including November 15, 2008, in the aggregate principal amount of US$2,000,000 (the “Loan”). Any loan made by the Lender to the Borrower in 2008 and prior to the execution of this Agreement shall be included in the aforesaid
aggregate principal amount, shall be treated as the Loan and shall be subject to the same terms and conditions contained in this Agreement. The Loan shall be made pursuant to one or more secured promissory notes. The due date (“Maturity
Date”) of the bridge loan shall be December 27, 2008 or the merger or acquisition of the Borrower whichever comes earlier. Amounts borrowed under the bridge loan facility will earn interest at the rate of LIBOR plus 1%, payable on a
quarterly basis. The LIBOR rate used in computing will be rate on the date the funds are borrowed by the Borrower.

 Late Payment. Loan requires every amount overdue beyond the Maturity Date to bear default
interest from and after the date on which such amount first became overdue at a rate of two percent (2%) in excess of the rate of the interest. Such interest on overdue amounts under this Agreement shall be payable on demand and shall accrue
and be compounded monthly until the obligation of the Borrower with respect to the payment of such interest has been discharged (whether before or after judgment).

 Security. As security for Borrower’s repayment of the Obligations, KTC granted to Kopin a continuing security interest in certain of KTC’s equipment and factory building pursuant to a security agreement. KTC
and Kopin agreed that such security interest shall be subordinated only to the current and existing bank loan (the “Bank Loan”), and only to the extent any obligations under such Bank Loan is outstanding. (NOTE: the security
interest was a significant term in our evaluation of the accounting for the loan at the transaction date under paragraph 10(b) of EITF 02-18 described above.)

 Representations. Loan included typical representations and warranties that KTC had the authority to enter in the transaction

 Financial Statements. Loan required quarterly and annual financial statements be provided to Kopin within certain periods of time after the close of the quarter or year and a certificate by the President
certifying as to the fact that he has examined the provisions of this Agreement and that there are no conditions of default existing.

 Insurance on Properties. Loan requires certain insurance be provided on the equipment and building.

 Index to Exhibits, page 80

3.
We note your response to prior comment 7. Please reconcile your analysis regarding the materiality of the Skyworks Solutions agreement with your response to prior comment 2. in
which you state that disclosure of certain performance measures and targets would cause competitive harm due to the negative impact on your ability to negotiate prices with Skyworks.

 Response: We stated in our previous response that we did not consider the Skyworks Solutions consignment contract a “material contract”
since it was entered into in the ordinary course of business and is substantially similar to consignment agreements that Kopin has entered into with other customers. Furthermore, we noted that we are not “substantially dependent” upon the
Skyworks Solutions contract for purposes of Item

CORRESP
1
filename1.htm

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

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

CORRESP
1
filename1.htm

Response Letter

 John J. Concannon III

 Direct Phone: 617.951.8874

 Direct Fax: 617.951.8736

 jack.concannon@bingham.com

 Via Federal Express

 September 11, 2008

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Mergers and Acquisitions

 100 F. Street, NE

 Washington, DC 20549

 Attn: Ms. Mellissa Campbell Duru

Re:
Kopin Corporation

 Schedule TO-I filed August 28,
2008

 SEC File No. 005-48471

 Dear
Ms. Duru:

 On behalf of our client, Kopin Corporation, a Delaware corporation (the “Company”), set forth below is the
Company’s response to your request for additional information regarding the Company’s filing of a tender offer on Form TO. For ease of reference, the requests included in your letter dated September 10, 2008, are printed below in bold
print, followed by the Company’s responses.

 1. Please file as correspondence the letter submitted to the staff on August 19,
2008.

 Please note that the letter filed on August 19, 2008, was filed as correspondence with the Securities and Exchange
Commission on September 11, 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 the Section 409A of the Internal Revenue Code and the related interpretative guidance.

 In response to this
Comment 2, the purpose of the subject Schedule TO is to enable Kopin employees holding one or more stock options granted with a discounted exercise price to elect to participate in the TO and thereby avoid incurring the income tax consequences of
Internal Revenue Code Section 409A with respect to those options. We respectfully note that Kopin is aware that typical 409A-structured tender offers substitute an option with an increased exercise price for an option originally granted at an
exercise price below the fair market value of the option on the date of grant as determined for tax purposes, in consideration of a payment of the aggregate amount of the increase in the exercise price in the following calendar year. As a result,
persons accepting such offers will have options which are not subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and a

cash payment which, because it is payable before the fifteenth day of the third month of the calendar year following the year of the offer, is likewise not
subject to Section 409A of the Code. This approach implements transitional guidance issued by the Internal Revenue Service (the “IRS”) set out in Section 3.04 of Notice 2006-79, 2006-43 IRB 307 (October 4, 2006), as such
Section was revised and replaced in Section 3(B)(1) of Notice 2006-79, 2997-46 IRB 990 (October 22, 2007) (“Section 3.04 Relief”).

 Almost without exception, however, the Eligible Options under the Offer described in the subject Schedule TO-I have an exercise price which is in excess of the current fair market value of the Kopin common stock
subject to the Options, in many cases substantially in excess. Accordingly, Kopin does not believe it appropriate to propose to pay optionees to increase the exercise prices of the Eligible Options when the resulting substitute options would merely
be more “out-of-the-money” than before. In other 409A-structured offers, i.e., where the options are in-the-money at least before the substitution, the payment compensates the optionees for amounts they could have immediately
realized by exercising the options; in our offer, it would compensate the optionees for amounts they could not otherwise immediately realize and might not ever realize.

 Accordingly, Kopin has elected to structure the Offer so as to comply with other transitional guidance issued by the IRS, specifically Section 3.02 of Notice 2006-79, 2006-43 IRB 307 (October 4, 2006), as
such Section was revised and replaced in Section 3(B)(1) of Notice 2006-79, 2997-46 IRB 990 (October 22, 2007)(“Section 3.02 Relief”).

 In brief, Section 3.02 Relief allows Kopin to revise or offer to revise discounted stock
rights that provide for a deferral of compensation subject to Section 409A of the Code to provide for fixed payment terms that comply with Section 409A of the Code. Section 3.02 Relief, final paragraph. The Offer provides a payment of
any deferred compensation inherent in the Eligible Options on a fixed date of the first payroll date in 2009, unless the option would otherwise expire in 2008 (in which case payment will be made then). These payment terms were selected in light of
limitations set by the IRS in the terms of the Section 3.02 Relief.1 And, like Section 3.04 Relief, Section 3.02 Relief is not
available in respect of certain discounted stock rights granted to Section 16 Officer or Director. Section 3.02 Relief, final paragraph.

 1 The initial
paragraph of the Section 3.02 Relief states that any new payment dates may not result in payment in 2008 of amounts that would otherwise be paid in subsequent years nor of payment in 2009 or later years of amounts that would otherwise be paid
in 2008. For this purpose, a stock right is not treated as payable in a year solely because it is exercisable in a year, if is also reasonably expected to be exercisable in a subsequent year. Section 3.02 Relief, final paragraph, final
sentence.

 Forward-looking Statements; Miscellaneous, page 30

 3. Please eliminate the reference to Section 27A and Section 21E of the Exchange Act of 1934 or revise the disclosure in this section to
explicitly note that the Private Securities Litigation Reform Act’s safe harbor protections do not apply to statements made in connection with the tender offer. See Section 27A(b)(2)(C) of the Securities Act of 1933 and Regulation
M-A telephone interpretation M.2 in the July 2001 Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations available at www.sec.gov.

 In response to this Comment 3, we note that the Offering Memorandum attached as an exhibit to Schedule TO has been amended to reflect the comments made
herein.

 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 circumstances after the date hereof that may bear upon forward-looking statements.” This statement is inconsistent with your obligation to amend and promptly
disseminate revised information in the event that your existing disclosure materially changes.

 In response to this Comment 4, we note
that the Offering Memorandum attached as an exhibit to Schedule TO has been amended to reflect the comments made herein.

 Election
Form

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

 In response to this Comment 5, we note
that the Election Form attached as an exhibit to Schedule TO has been amended to reflect the comments made herein.

 If you have any
questions regarding this matter or require any additional information, please contact me at (617) 951-8874. If the Staff disagrees with any of the conclusions set forth above, please contact the undersigned prior to the issuance of a written
response.

 Very truly yours,

 /S/ John J. Concannon III

 John J. Concannon III, Esq.

 Bingham McCutchen, LLP

cc:
Mr. Richard Sneider

CORRESP
1
filename1.htm

Letter to the SEC

 August 19, 2008

 Office of Mergers & Acquisitions

 Securities and Exchange Commission

 100 F. Street, NE

 Washington, DC 20549

 Attention: Celeste Murphy, Special Counsel

Re:
Kopin Corporation—Cash Tender Offer for Eligible Options

 Dear Ms. Murphy:

 Kopin Corporation, a Delaware corporation (the “Company”), proposes to make an Offer to
Purchase Eligible Options (the “Offer”) pursuant to which it is offering eligible employees of the Company the opportunity to have the Company purchase their eligible options to purchase shares of the Company’s common stock for
the right to receive certain cash payments. The Offer is being conducted for the compensatory purpose of providing eligible employees with an opportunity to avoid or minimize potential adverse personal tax consequences under Section 409A of the
Internal Revenue Code, as amended (the “Code”), with respect to their eligible options. The expected details of the Offer are described further below and will be more fully described in a Schedule TO to be filed with the Securities
and Exchange Commission (the “Commission”) prior to commencement of the Offer.

I.
FACTUAL BACKGROUND

A.
The Company

 The Company is a
Section 12(b) reporting company under the Exchange Act of 1934, as amended (the “Exchange Act”), and as of August 8, 2008 it had approximately 67,731,514 shares of common stock outstanding. Shares of the Company’s
common stock are principally traded on the Nasdaq National Market of the NASDAQ Stock Market LLC, and on August 8, 2008 the last reported sale price of the Company’s common stock on the Nasdaq National Market was $3.21 per share. As of
August 8, 2008, options to purchase 6,308,026 shares of the Company’s common stock were issued and outstanding under the Company equity incentive plans, including eligible options to purchase up to 213,148 shares of the Company’s
common stock. As disclosed in the Company’s Form 10-K for the fiscal year ended December 30, 2006, the Company determined that the applicable “measurement dates” of certain stock options determined for financial reporting
purposes differed from the stated dates of grant of such stock options used at the time such stock options were granted. The Company further determined that for financial reporting purposes certain of such stock options, including the eligible
options in the proposed Offer, were granted with an exercise price per share less than the fair market value of the Company’s common stock on the applicable “measurement dates” determined for financial reporting purposes.

 August 19, 2008

 Page 2

B.
Section 409A of the Internal Revenue Code

 Section 409A of the Code and regulations thereunder provide that stock options issued with an exercise price less than the fair market value of the underlying stock on the applicable “grant dates” as determined for tax
purposes that were unvested as of December 31, 2004 constitute deferred compensation within the meaning of and subject to Section 409A of the Code. Holders of these options may be subject to adverse personal tax consequences under
Section 409A of the Code with respect to these options. By virtue of our determination with respect to the applicable “measurement dates” of certain stock options, including the eligible options in the proposed Offer, for financial
reporting purposes, such stock options may be deemed to have been granted with an exercise price less than the fair market value of our common stock on the applicable “grant dates” determined by the IRS for tax purposes. While not
entirely clear under Section 409A of the Code and the proposed regulations, without remedial action holders of such options will likely be subject to U.S. federal income taxation in the year in which such stock options vest (as opposed to the
year in which they are exercised) in an amount equal to the difference between the fair market value of the underlying stock and the exercise price, and be subject to an additional twenty percent (20%) penalty tax on such amount plus interest
penalties. Holders of such options may also be subject to similar taxation under state law.

 Under the guidance promulgated by the Internal Revenue Service and the Department of the Treasury under Section 409A of the Code (the “Interpretive Guidance”), an eligible outstanding stock option subject to
Section 409A of the Code may be amended to provide for, or permit holders of such options to elect, fixed payment terms that are consistent with Section 409A of the Code; provided that in order to avoid the adverse personal tax
consequences of Section 409A of the Code, the option must be amended or the election must be made on or before December 31, 2008.1
Accordingly, the Company believes that the Offer provides eligible employees with the opportunity to avoid or minimize potential adverse personal tax consequences of Section 409A of the Code with respect to their eligible options.

However, the Interpretive Guidance provides that with respect to any such amendment or election
made on or after January 1, 2008 and on or before December 31, 2008, the amendment or election may apply only to amounts that would not otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would not otherwise be
payable in 2008.2 Accordingly, eligible employees who participate in the Offer will be provided, effective upon the expiration of the Offer, with a
contractual right to receive a cash payment payable in lump sum on the first regular payroll date of the Company after January 1, 2009 or, if earlier on the date their eligible option would otherwise expire (e.g., because of termination
of employment after the expiration of the Offer in 2008).3 If such cash payment were paid in

 1

 Section 3.02 of Notice 2006-79, 2006-43 IRB 763 (October 4, 2006), as superceded and replaced in Section 3(B)
of Notice 2007-86, 2007-46 IRB 990 (October 22, 2007). This relief is not available to stock options granted to persons who, as of the applicable dates of grant, were subject to the disclosure requirements of Section 16(a) of the Exchange Act
with respect to such issuer. See, Section 3.07 of Notice 2006-79.

 2

 Section 3.02 of Notice 2006-79, 2006-43 IRB 763 (October 4, 2006), as superceded and replaced in Section 3(B)
of Notice 2007-86, 2007-46 IRB 990 (October 22, 2007).

 3

 The Company believes earlier payment is required under the Interpretative Guidance in cases where the Eligible Option
would have otherwise expired in 2008, to avoid postponing to a later year any payment which could otherwise only have been made under the Eligible Option by exercise on its expiration in 2008. However, because of the terms of the proposed Offer and
of the Eligible Options, it is highly unlikely that any Eligible Option would in fact expire in 2008 (but for the Offer) so as to cause payment to be made earlier than the general payment date, to wit, with the first payroll in 2009.

 August 19, 2008

 Page 3

 2008 (except as noted), the purchase would not be effective to permit eligible employees to avoid or minimize potential adverse personal tax consequences
under Section 409A of the Code.

C.
The Offer to Purchase Eligible Options

 Some
of the Company’s employees hold stock options with exercise prices that may be lower than the fair market value of the Company’s common stock on the applicable “grant date” determined for tax purposes. Holders of these options
may therefore be subject to adverse personal tax consequences under Section 409A of the Code with respect to any of these options (or portions thereof) that were unvested as of December 31, 2004. To address this situation, the Company
is offering to purchase eligible options from eligible employees to provide them with the opportunity to avoid or minimize such potential adverse taxation, that is, to in effect change the payment date for any deferred compensation considered
inherent in the option as allowed under the Interpretative Guidance.

 An option to
purchase the Company’s common stock will be subject to the Offer only to the extent that option (or portion thereof) meets the following conditions (an “Eligible Option”): (i) the option was granted under a Company Plan;
4 (ii) the option was granted, for tax purposes, with an exercise price per share that is less than the fair market value per share of the
Company’s common stock on the applicable date of grant determined for tax purposes (as determined by the Company); (iii) the option is held by an Eligible Employee (as defined below); (iv) the option is outstanding on the Offer
expiration date; and (v) the option was unvested as of December 31, 2004.

 An individual is eligible to participate in the Offer only to the extent that such individual meets the following criteria (an “Eligible Employee”): (i) the individual is an employee of the Company (or any Company
subsidiary) at the commencement of the Offer and at the expiration of the Offer; (ii) the individual holds an Eligible Option; (iii) the individual is or may be subject to income taxation in the United States with respect to that option;
and (iv) the individual is not a current or former Section 16 Officer or Director5 at the commencement of the Offer and at the expiration
of the Offer. No current or former Section 16 Officers and Directors are eligible to participate in the Offer.

 Eligible Employees who participate in the Offer will be provided, effective upon the expiration of the Offer, with a contractual right to receive a cash payment (“Cash Payment”) at a future date in an
amount equal to the fair market value of their Eligible Options determined by the Company using “Black-Scholes”. The Cash Payment will be payable in lump sum on the first regular payroll date of the Company after January 1, 2009
(and/or, if earlier, with respect to any Eligible Expiring Options6 purchased in the Offer, on the date(s) such Eligible Expiring Options would have
otherwise expired but for the Eligible Optionee’s participation in the Offer). The Cash Payment will not be subject to any vesting conditions or otherwise subject to forfeiture. The delay in payment of the Cash Payment is

 4

 The term “Company Plans” refers to the 2001 Equity Incentive Plan, as amended, and the 2001
Supplemental Equity Incentive Plan, as amended.

 5

 The term “Section 16 Officers and Directors” refers to officers and directors of the Company subject to
Section 16 of the Exchange Act.

 6

 The term “Eligible Expiring Option” refers to an Eligible Option that would have expired during the
period commencing on the date immediately following the Offer Expiration Date and ending on January 1, 2009 but for it being purchased in the Offer (for example, because of termination of employment during such period).

 August 19, 2008

 Page 4

 required by Section 409A of the Code and Interpretive Guidance. The right to receive the Cash Payment will be evidenced by a nontransferable written
agreement executed by the Company and delivered to Eligible Employees who participate in the Offer promptly following the expiration of the Offer.

II.
DISCUSSION

A.
Compliance with Rule 13e-4(f)(5)

 Exemptive Orders

 In response to requests to accommodate the
compensation policies and practices of issuers conducting exchange offers for employee stock options conducted for compensatory purposes to address the potential materially adverse tax treatment of such options under Section 409A of the Code,
the Commission granted case-by-case relief7 and general exemptions8 from the “prompt payment” requirements of Rule 13e-4(f)(5) for such exchange offers in order to permit issuers to delay the payment of cash consideration offered in such exchange offers.

 While the Offer does not technically fall within the scope of the exemptions provided by the 409A Exchange Offer Exemptive Orders because
the Company is offering to purchase Eligible Options for the right to receive Cash Payments rather than offering to exchange such options for amended options or new Company securities, the Company believes that the Offer otherwise meets the criteria
for such exemptive relief. Specifically, (i) the Offer is being made to Eligible Employees for compensatory purposes in order to provide such employees with an opportunity to avoid or minimize potential adverse personal tax consequences under
Section 409A of the Code; (ii) the delay in the payment of the Cash Payment is required by the Section 409A of the Code and Interpretive Guidance; (iii) Eligible Employees participating in the Offer will be provided, effective as
of the expiration of the Offer, with a contractual right to receive the Cash Payment, and the Cash Payment will be paid on the first regular payroll date of the Company after January 1, 2009 (and/or, if earlier, with respect to any Eligible
Expiring Options purchased in the Offer, on the date(s) such Eligible Expiring Options would have otherwise expired but for the Eligible Optionee’s participation in the Offer); (iv) the vesting and exercisability provisions of the Eligible
Options will not be amended in the Offer (although not applicable to the Offer); (v) the Offer is not being made to current or former Section 16 Officers and Directors; and, as discussed further below (vi) the Company has determined
that, aside from the prompt payment issue and the fact that the Company is offering to purchase Eligible Options for the right to receive Cash Payments rather than offering to exchange such options for amended options or new Company securities, it
otherwise would be able to rely on the relief granted in the Exchange Offer Exemptive Order.

 7

 Adobe Systems Incorporated, SEC No-Action Letter (avail. Feb. 28, 2007); CNET Networks, Inc., SEC No-Action Letter
(avail. Feb. 28, 2007); Juniper Networks, Inc., SEC No-Action Letter (avail. Mar. 6, 2007) (the “Juniper 409A Exchange Offer”); and Chordiant Software, Inc., SEC No-Action Letter (avail. Mar. 26, 2007) (collectively, the
“Non-Vesting 409A Exchange Offers”) and HCC Insurance Holdings, Inc., SEC No-Action Letter (avail. Jun. 12, 2007); and Microtune, Inc., SEC No-Action Letter (avail. Sept. 13, 2007) (collectively, the “Vesting 409A Exchange
Offers” and together with the Non-Vesting 409A Exchange Offers, the “409A Exchange Offers”).

 8

 See the general exemptions provided in Chordiant Software, Inc. (Mar. 26, 2007) and Microtune, Inc. (Sept. 13,
2007) (together, the “409A Exchange Offer Exemptive Orders”).

 August 19, 2008

 Page 5

 No-Action Letters

 In the context of issuer tender offers conducted primarily for compensatory purposes, the Staff
historically granted relief from the requirements of Rule 13e-4(f)(5) where requiring otherwise would defeat the valid compensatory purpose for undertaking such tender offers. The staff of the Division of Corporate Finance (the
“Staff”) specifically granted relief from the “prompt payment” requirements of Rule 13e-4(f)(5) in the context of issuer exchange offers for compensatory purposes to address issues arising under Section 409A of
the Code.9 In the 409A Exchange Offers, the primary compensatory purpose of the offer was to provide eligible employees with an opportunity to avoid
or minimize adverse personal tax consequences under Section 409A of the Code and similar adverse taxation under state law.

 The
Company believes that the future Cash Payment feature of the Offer is nearly identical to that of the 409A Exchange Offers. In the 409A Exchange Offers, the issuers provided eligible employees with a contractual right to payment of the cash portion
of the consideration at a future date. In the Non-Vesting 409-A Exchange Offers, such cash consideration was generally paid on the first regular payroll date of the issuer in January of the year following the year in which the option was purchased
in the offer. In the Vesting 409A Exchange Offers, the cash consideration payable with respect to the vested portion of the

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)