Exhibit 4.3(c)

                               KOPIN CORPORATION

                  AMENDED AND RESTATED 1992 STOCK OPTION PLAN

                                   AMENDMENT

     Kopin Corporation (the "Company"), pursuant to authority reserved in
Section 18 of the Amended and Restated 1992 Stock Option Plan of the Company, as
amended (the "1992 Plan"), hereby amends the 1992 Plan as follows:

     Effective as of April 18, 2001, Section 5 of the 1992 Plan is deleted in
its entirety and is replaced with the following:

          5.   Stock Subject to the Plan.  The Plan covers 15,300,000 shares of
          Stock; provided, that the number of shares purchased pursuant to the
          exercise of Options granted under the Plan and options granted under
          the Old Plan and the number of shares subject to outstanding Options
          granted under the Plan and options granted under the Old Plan shall be
          charged against the shares covered by the Plan; but shares subject to
          Options granted under the Plan or options granted under the Old Plan
          which terminated without being exercised shall not be so charged.
          Shares to be issued upon the exercise of Options granted under the
          Plan may be either authorized but unissued shares or shares held by
          the Company in its treasury.  If any Option granted under the Plan or
          any option granted under the Old Plan expires or terminates for any
          reason without having been exercised in full, the shares not purchased
          thereunder shall again be available for Options thereafter to be
          granted.  The number of shares of Stock covered by the Plan shall be
          subject to adjustment as provided in Section 15 hereof.  No person may
          be granted in any calendar year an option or options to purchase more
          than 1,600,000 shares of Stock under the Plan.

     IN WITNESS WHEREOF, the Company has adopted this Amendment as of the 18th
day of April, 2001.


                            KOPIN CORPORATION


                            By:    /s/ John C.C. Fan
                               -------------------------------
                                  John C.C. Fan
                                  President and Chief Executive Officer