April 4, 2005


Stop 03-06


Mr. Gary W. Jones
President and Chief Executive Officer
eMagin Corporation
2070 Route 52
Hopewell Junction, New York 12533


Re: 	eMagin Corporation
	SEC File No. 0-24757
	Form 8-K; Dated  March 21, 2005/Filed March 25, 2005
	Form 8-K; Dated  March 28, 2005/Filed April 1, 2005



Dear Mr. Jones:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

1. It is not clear whether eMagin was advised by its independent
accountant that eMagin should take action to prevent future
reliance
on previously issued audit report or completed interim review of
its
financial statements.  Please revise the Form 8-K sto state
clearly
whether the Board of Directors concluded that any previously
issued
financial statements should not be relied upon as required by Item
4.02(a) of Form 8-K or whether eMagin was advised by its
independent
accountant that eMagin should take action to prevent future
reliance
on previously issued audit report or completed interim review of
its
financial statements, Item 4.02(b) of Form 8-K.

2. If you are reporting under Item 4.02(b), please include the
required letter from your accountants in accordance with the
requirements of Item 4.02(c) of Form 8-K.  The Item 4.02(b) Form
8-K
is incomplete without this letter.

3. Please indicate when you intend to file the restated financial
statements.



..	.	.



	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	The amendment should be filed in response to these comments
within 5 business days of the date of this letter.

	Any questions regarding the above comments may be directed to
myself at (202) 942-2812.


							Sincerely,



							Dennis Hult
							Staff Accountant
??

(..continued)







Gary W. Jones
eMagin Corporation
April 4, 2005
Page 1