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 (Date of Earliest Event) August 2, 2007

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


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

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

        Registrant's telephone number, including area code (508) 824-6696
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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 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing
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            Rule or Standard; Transfer of Listing.
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     Kopin Corporation issued a press release on August 2, 2007, a copy of which
is  attached  as Exhibit  99.1 to this  report and  incorporated  herein by this
reference,  in which it  announced  that the Nasdaq  Listing and Hearing  Review
Council has notified the Company that it has until  Tuesday,  September 25, 2007
to file its overdue  periodic  reports and any necessary  restatements  with the
U.S.  Securities and Exchange  Commission  and Nasdaq.  The Council said that if
Kopin does not regain  compliance by September 25, 2007, its securities could be
suspended from listing on the Nasdaq Global Market at the opening of business on
September  27, 2007.  Under Nasdaq  Marketplace  Rule 4809,  the Nasdaq Board of
Directors  may  call the  Council's  decision  for  review  and  grant a stay of
delisting.  Kopin  intends  to  request  that  the  Nasdaq  Board  exercise  its
discretionary  authority under Rule 4809 to grant the Company  continued listing
beyond the  Council's  September  25, 2007 deadline to allow the Company time to
complete its  investigation  into the Company's past stock option  practices and
related accounting,  and for management and the Company's independent registered
public  accounting  firm to complete  their work in connection  with the overdue
periodic  reports  and any  necessary  restatements.  However,  there  can be no
assurance that the Nasdaq Board will grant Kopin's request for continued listing
of its common stock.


Item 9.01.  Financial Statements and Exhibits.
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       (d)    Exhibits.
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       99.1  Kopin Corporation Press Release, dated August 2, 2007.







                                    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: August 2, 2007              By: /s/ Richard A. Sneider
                                       ----------------------------------------
                                   Richard A. Sneider
                                   Treasurer and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)