<PAGE>
EXHIBIT 3.2 (a)
---------------
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
KOPIN CORPORATION
Kopin Corporation, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Kopin Corporation,
resolutions were duly adopted setting forth a proposed amendment to the Restated
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and directing the holders of Common Stock of said corporation to
consider said amendment and to indicate their approval and adoption thereof.
The resolution setting forth the proposed amendment is as follows:
RESOLVED: That the first sentence of Article Fourth of the Restated
--------
Certificate of Incorporation of the Corporation be and it
Hereby is amended to read as follows:
FOURTH: The total number of shares of capital stock which the
corporation shall have authority to issue is as follows:
<TABLE>
<CAPTION>
Without Par With
Value Par Value Aggregate
Class of Stock No. of Shares No. of Shares Par Value Amount
---------------------------- ------------------------- ------------------------ ------------------ --------------------
<S> <C> <C> <C> <C>
Preferred None 3,000 $.01 $ 30.00
Common None 60,000,000 $.01 $600,000.00
</TABLE>
RESOLVED: That except as expressly amended hereby no other aspect of such
-------- Article Fourth shall be modified hereby.
SECOND: That thereafter, pursuant to said resolutions of its Board of
Directors, the holders of record of not less than a majority of the issued and
outstanding shares of Common Stock, par value $.01 per share, of said
corporation, representing not less than the minimum number of votes necessary to
authorize and take the actions set forth therein, duly adopted said amendment at
a special meeting of the holders of Common Stock called for such purpose in
accordance with Sections 211 and 222 of the General Corporation Law of the State
of Delaware.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE>
IN WITNESS WHEREOF, Kopin Corporation has caused this certificate to be
signed by Richard A. Sneider, its Chief Financial Officer, this 16/th/ day of
December, 1999.
KOPIN CORPORATION
BY: /s/ Richard A. Sneider
----------------------
Richard A. Sneider
Chief Financial Officer and Treasurer
