Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TSAUR BOR YEU
   2. Issuer Name and Ticker or Trading Symbol
KOPIN CORP [KOPN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
C/O KOPIN CORPORATION, 200 JOHN HANCOCK ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
03/28/2008
(Street)

TAUNTON, MA 02780-7331		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/28/2008   F(3)   1,826 D $ 2.73 74,585 (4) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 10.5 03/28/2008   D(1)     24,000   (2) 10/29/2009 Common Stock 24,000 (1) 0 D  
Employee Stock Option (right to buy) $ 18.88 03/28/2008   A(1)   24,000     (2) 10/29/2009 Common Stock 24,000 (1) 24,000 D  
Employee Stock Option (right to buy) $ 23.81 03/28/2008   D(1)     80,000   (2) 04/12/2010 Common Stock 60,000 (1) 0 D  
Employee Stock Option (right to buy) $ 27.25 03/28/2008   A(1)   80,000     (2) 04/12/2010 Common Stock 60,000 (1) 60,000 D  
Employee Stock Option (right to buy) $ 10.25 03/28/2008   D(1)     40,000   (2) 11/30/2010 Common Stock 50,000 (1) 0 D  
Employee Stock Option (right to buy) $ 13 03/28/2008   A(1)   40,000     (2) 11/30/2010 Common Stock 40,000 (1) 40,000 D  
Employee Stock Option (right to buy) $ 5.04 03/28/2008   D(1)     40,000   (2) 04/17/2011 Common Stock 40,000 (1) 0 D  
Employee Stock Option (right to buy) $ 12.16 03/28/2008   A(1)   40,000     (2) 04/17/2011 Common Stock 40,000 (1) 40,000 D  
Employee Stock Option (right to buy) $ 9.39 03/28/2008   D(1)     20,000   (2) 09/17/2011 Common Stock 20,000 (1) 0 D  
Employee Stock Option (right to buy) $ 14.6 03/28/2008   A(1)   20,000     (2) 09/17/2011 Common Stock 20,000 (1) 20,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TSAUR BOR YEU
C/O KOPIN CORPORATION
200 JOHN HANCOCK ROAD
TAUNTON, MA 02780-7331		       Senior Vice President  

Signatures

 /s/ John Concannon, as attorney in fact   03/31/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The two reported transactions involved an amendment of an outstanding option to adjust the exercise price of the option, resulting in the deemed cancellation of the old option and the grant of the replacement option. The issuer amended certain outstanding options pursuant to a remediation plan by the issuer in connection with the issuer's review of its stock option practices and related accounting.
(2) The option is fully vested and immediately exercisable.
(3) The reporting person surrendered a portion of vested shares that were subject to a restricted stock purchase agreement as payment of withholding taxes due as a result of vesting of restricted stock.
(4) On December 29, 2006, the reporting person inadvertently filed a Form 4 reporting the surrender of 1,588 shares of common stock. Such surrender of shares had previously been reported on December 11, 2006, the initial vesting date of the restricted stock award, and was properly reported on a Form 4 filed on December 13, 2006. As a result, the reporting person's ownership was understated by 1,588 shares. This filing reflects the corrected number of shares of common stock.

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