SecProbe.io

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Mail Stop 6010

      September 1, 2005

By U.S. Mail and Facsimile to (425) 749-3601

Mr. John Atherly
Chief Financial Officer
eMagin Corporation
2070 Route 52
Hopewell Junction, New York 12533

	RE: 	eMagin Corporation
		Form 10-KSB / A for the Fiscal Year Ended December 31,
2004
Forms 10-Q for the Quarterly Periods Ended March 31, and June 30,
2005
Forms 10-QSB / A for the Quarterly Periods Ended March 31, June
30,
and September 30, 2004
		File No. 001-15751

Dear Mr. Atherly:

      We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
documents 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 information so we may better understand your disclosure.
After
reviewing this information, we may 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the year ended December 31, 2004 and Amended Forms
10-QSB for the Quarterly Periods Ended March 31, June 30, and
September 30, 2004

1. In light of the fact you indicate you corrected accounting
errors
in your interim 2004 financial statements in connection with
warrant
and convertible debt transactions, it is unclear to us how your
officers concluded that the company`s disclosure controls and
procedures were effective at the end of each period covered by the
report.   Please disclose in reasonable detail the basis for
officers` conclusions that the company`s disclosure controls and
procedures were nonetheless effective as of the end of each
period.
We may have further comments after reviewing your response.
Revise
your filings as necessary based on our comment.

Amended Forms 10-QSB for the Quarterly Periods Ended March 31,
June
30, and September 30, 2004

Item 1. Consolidated Financial Statements

2. Please revise to include a header that indicates your financial
statements have been restated.  Also, label any notes that have
been
restated.

Note 1 - Accounting Policies

Basis of Presentation

3. Your quarterly restatement footnotes do not provide investors
with
a clear path between the originally filed and restated financial
statement amounts.  Please revise this note in each of your 2004
Form
10-QSB`s to disclose the specific nature of the errors and the
effect
of the corrections on net income or loss and the related per share
amounts.  For reference see paragraph 37 of APB 20.

4. We see you indicate in your third and fourth quarter of 2004
you
incorrectly accounted for the re-pricing of certain warrants that
were originally issued in an equity transaction.  We also see in
the
first quarter of 2004 you indicate you incorrectly accounted for
the
conversion of debt to equity.  Please tell us why the revised
accounting you indicate you have applied to the warrant re-
pricings
and debt conversions is correct and compliant with generally
accepted
accounting principles.  Provide us with the original and revised
accounting entries for each of the transactions.  Also, please
reference the specific generally accepted accounting principles
that
supports your conclusions.  Finally, clarify why the debt
conversion
errors only impacted 2004 quarters and not previous quarters or
years.  We may have further comments after reviewing your
response.
Revise your filings as necessary based on our comment.

Forms 10-QSB for the Quarterly Periods Ended March 31, 2004, June
30,
2004, September 30, 2004, March 31, 2005 and June 30, 2005 and
Form
10-KSB for the Year Ended December 31, 2004

Exhibit 31 Certifications

5. We note that the certifications filed as Exhibits 31.1 and 31.2
were not in the proper form. Specifically your disclosure under
5(c)
does not also indicate that all material weaknesses were disclosed
to
your auditors or audit committee.  The required certifications
must
be in the exact form prescribed; the wording of the required
certifications may not be changed in any respect, except for the
modifications temporarily permitted to be made to the fourth
paragraph of the certification required to be filed as Exhibit
31.1
pursuant to Part III.E of Release No. 8238. Accordingly, please
file
amendments to your March 31, 2004, June 30, 2004 and September 30,
2004 Forms 10-QSB, your March 31, 2005 and June 30, 2005 Forms 10-
Q
and your December 31, 2004 Form 10-KSB that includes the entire
filing together with the certifications of each of your current
CEO
and CFO in the form currently set forth in Item 601of Regulation
S-B.

	As appropriate, please amend your December 31, 2004 Form 10-
KSB,
March 31, 2004, June 30, 2004 and September 30, 2004 Forms 10-QSB,
and March 31, 2005 and June 30, 2005 Forms 10-Q and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all of the
information investors require for an informed investment decision.
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 filing;

* staff comments or changes to disclosure in response to staff
comments 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3603 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Angela Crane, Branch Chief, at (202) 551-3554.

      								Sincerely,

								Jay Webb
								Reviewing Accountant
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John Atherly
eMagin Corporation
September 1, 2005
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