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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
FAN JOHN C C
   2. Issuer Name and Ticker or Trading Symbol
KOPIN CORP [KOPN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(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(4)   6,846 D $ 2.73 790,701 (5) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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) $ 3.125 03/28/2008   D(3)     40,000   (2) 10/08/2008 Common Stock 40,000 (3) 0 D  
Employee Stock Option (right to buy) $ 4.88 03/28/2008   A(3)   40,000     (2) 10/08/2008 Common Stock 40,000 (3) 40,000 D  
Employee Stock Option (right to buy) $ 4.8125 03/28/2008   D(3)     100,779   (2) 06/15/2009 Common Stock 100,779 (3) 0 D  
Employee Stock Option (right to buy) $ 5.48 03/28/2008   A(3)   100,779     (2) 06/15/2009 Common Stock 100,779 (3) 100,779 D  
Employee Stock Option (right to buy) $ 10.5 03/28/2008   D(3)     600,000   (2) 10/29/2009 Common Stock 600,000 (3) 0 D  
Employee Stock Option (right to buy) $ 18.88 03/28/2008   A(3)   600,000     (2) 10/29/2009 Common Stock 600,000 (3) 600,000 D  
Employee Stock Option (right to buy) $ 23.81 03/28/2008   D(3)     160,000   (2) 04/12/2010 Common Stock 160,000 (3) 0 D  
Employee Stock Option (right to buy) $ 27.25 03/28/2008   A(3)   160,000     (2) 04/12/2010 Common Stock 160,000 (3) 160,000 D  
Employee Stock Option (right to buy) $ 10.25 03/28/2008   D(3)     150,000   (2) 11/30/2010 Common Stock 150,000 (3) 0 D  
Employee Stock Option (right to buy) $ 13 03/28/2008   A(3)   150,000     (2) 11/30/2010 Common Stock 150,000 (3) 150,000 D  
Employee Stock Option (right to buy) $ 5.04 03/28/2008   D(3)     250,000   (2) 04/17/2011 Common Stock 250,000 (3) 0 D  
Employee Stock Option (right to buy) $ 12.16 03/28/2008   A(3)   250,000     (2) 04/17/2011 Common Stock 250,000 (3) 250,000 D  
Employee Stock Option (right to buy) $ 9.39 03/28/2008   D(3)     200,000   (2) 09/17/2011 Common Stock 200,000 (3) 0 D  
Employee Stock Option (right to buy) $ 14.6 03/28/2008   A(3)   200,000     (2) 09/17/2011 Common Stock 200,000 (3) 200,000 D  
Employee Stock Option (right to buy) $ 14.6 03/28/2008   D(3)     164,259   (2) 09/17/2011 Common Stock 164,259 (1) 35,741 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FAN JOHN C C
C/O KOPIN CORPORATION
200 JOHN HANCOCK ROAD
TAUNTON, MA 02780-7331		   X     President and CEO  

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) On March 28, 2008, the reporting person surrendered to the issuer vested options to purchase an aggregate of 164, 259 shares of common stock, of which this surrendered option is a part. The reporting person surrendered the options pursuant to a remediation plan by the issuer in connection with the issuer's review of its stock option practices and related accounting. When the reporting person agreed to surrender the options, the options surrendered had a value, based on a Black-Scholes-Merton calculation and using the same assumptions the issuer uses when preparing its financial statements, equal to approximately $99,028. The reporting person entered into an Option Surrender Agreement with the issuer on March 28, 2008.
(2) The option is fully vested and immediately exercisable.
(3) 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.
(4) 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.
(5) On December 29, 2006, the reporting person inadvertently filed a Form 4 reporting the surrender of 5.556 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 5.556 shares. This filing reflects the corrected number of shares of common stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.