UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON DC 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                        Date of Report: October 28, 2004


                                KOPIN CORPORATION
               (Exact Name of Registrant as Specified in Charter)



    DELAWARE                         0-19882                  04-2833935 
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(State or Other Jurisdiction        (Commission              (IRS Employer
         of Incorporation)          File Number)           Identification No.)


                    200 Hancock Road, Taunton, MA 02780-1042
               (Address of Principal Executive Offices) (Zip Code)


        Registrant's telephone number, including area code (508) 824-6696
                                                           --------------







Item 2.02  Results of Operations and Financial Condition.

         Kopin Corporation issued a press release on October 28, 2004, a copy of
which is attached as Exhibit 99.1 to this report and incorporated herein by this
reference, in which it announced financial results for the third quarter ended
September 25, 2004. This information shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be
deemed to be incorporated by reference in any filing under the Securities Act of
1933.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits.

         99.1     Kopin Corporation Press Release, dated October 28, 2004.








                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                KOPIN CORPORATION


Dated: October 28, 2004         By: /s/ Richard A. Sneider          
                                    --------------------------------
                                        Richard A. Sneider
                                        Treasurer and Chief Financial Officer
                                        (Principal Financial and
                                         Accounting Officer)







                                  EXHIBIT INDEX


Exhibit Number                      Description
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99.1                                Press Release, dated October 28, 2004