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
 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.



FirstName LastNameRichard Sneider                              Sincerely,
Comapany NameKopin Corporation
                                                               Division of
Corporation Finance
September 5, 2019 Page 2                                       Office of
Electronics and Machinery
FirstName LastName