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: July 22, 2004


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



    DELAWARE                        0-19882                 04-2833935
--------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission             (IRS Employer
   of Incorporation)               File Number)            Identification No.)


                    200 Hancock Road, Taunton, MA 02780-1042
               (Address of Principal Executive Offices) (Zip Code)


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







ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


(C) EXHIBITS.

         99.1     Kopin Corporation Press Release, dated July 22, 2004.


ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         Kopin Corporation issued a press release on July 22, 2004, a copy of
which is attached as Exhibit 99.1 to this report and incorporated herein by this
reference, in which it announced financial results for the second quarter ended
June 26, 2004. 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: July 22, 2004         By: /s/ Richard A. Sneider
                                 --------------------------------
                                   Richard A. Sneider
                                   Treasurer and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)







                                  EXHIBIT INDEX

Exhibit Number                      Description
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99.1                                Press Release, dated July 22, 2004