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
                                                                                  	OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2008 
Estimated average burden
hours per response... 0.5	
                      	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(f) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

HILL DAILY S	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 (MM/DD/YYYY)

3/28/2008		
(Street)

TAUNTON, MA 02780-7331
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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  	3/28/2008  	 	F (4)	  	913  	D	$2.73  	67300   (5)	D  	 	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	7. Title and Amount of Securities Underlying Derivative Security
(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)  	$5.29  	3/28/2008  	 	D  (1)	  	  	5678   	  (2)	12/11/2013  	Common Stock  	5678  	  (1)	9322  	D  	 	
Employee Stock Option (right to buy)  	$9.39  	3/28/2008  	 	D  (3)	  	  	20000   	  (2)	9/17/2011  	Common Stock  	20000  	  (3)	0  	D  	 	
Employee Stock Option (right to buy)  	$14.60  	3/28/2008  	 	A  (3)	  	20000   	  	  (2)	9/17/2011  	Common Stock  	20000  	  (3)	20000  	D  	 	
Employee Stock Option (right to buy)  	$14.60  	3/28/2008  	 	D  (1)	  	  	14019   	  (2)	9/17/2011  	Common Stock  	14019  	  (1)	5981  	D  	 	
Employee Stock Option (right to buy)  	$5.04  	3/28/2008  	 	D  (1)	  	  	30000   	  (2)	4/17/2011  	Common Stock  	30000  	  (1)	0  	D  	 	
Employee Stock Option (right to buy)  	$10.25  	3/28/2008  	 	D  (1)	  	  	40000   	  (2)	11/30/2010  	Common Stock  	40000  	  (1)	0  	D  	 	
Employee Stock Option (right to buy)  	$23.81  	3/28/2008  	 	D  (1)	  	  	80000   	  (2)	4/12/2010  	Common Stock  	80000  	  (1)	0  	D  	 	
Employee Stock Option (right to buy)  	$10.50  	3/28/2008  	 	D  (1)	  	  	48000   	  (2)	10/29/2009  	Common Stock  	48000  	  (1)	0  	D  	 	

Explanation of Responses:	
(  1) 	On March 28, 2008, the reporting person surrendered to the issuer vested options to purchase an aggregate of 217,697 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 $69,897. 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 595 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 595 shares. This filing reflects the corrected number of shares of common stock.	

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

Signatures		
/s/ John Concannon, as attorney in fact		3/31/2008	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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.