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                         000-19882              04-2833935
--------------------------------------------------------------------------------
(State or Other Jurisdiction             (Commission            (IRS Employer 
      of Incorporation)                  File Number)        Identification No.)


                  200 John Hancock Road, Taunton, MA     02780-7331
              ------------------------------------------------------
               (Address of Principal Executive Offices)   (Zip Code)


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

Check the appropriate box below if the Form 8-K filing is intended to satisfy
the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2 below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 7.01. Regulation FD Disclosure.
           -------------------------

     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 that it has extended the expiration date of its
stock repurchase program. 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.




                                    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)