SecProbe.io

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<FILENAME>filename1.txt
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Mail Stop 6010

      October 19, 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-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 response letter dated October 4, 2005
and
have the following additional 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

1. Please file your response letter dated October 4, 2005 on
EDGAR,
as required by Regulation S-T.  Also, please file all the
amendments
to your 2004 periodic reports you indicate you will file in
response
to our comments.

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

2. Please refer to prior comment 1.  Given your material
restatements
it remains unclear why you "do not believe that the restatements
were
in any way attributable to any deficiency in the Company`s
compliance
with its disclosure controls and procedures and that [the Company]
had appropriate controls and procedures in place...at the times in
question".  We note your assertions as to the effectiveness of
your
controls and procedures are as of the end of each period and also
note you indicate the errors were discovered in March 2005, which
is
after the end of each period restated.  Please specifically tell
us
why you do not believe the timing of the error discoveries impacts
the accuracy of your stated internal controls and procedures
effectiveness conclusions. We may have further comments after
reviewing your response.

Amended Form 10-QSB for the Quarterly Period Ended September 30,
2004

Note 1 - Accounting Policies

Basis of Presentation

3. Please refer to prior comment 4.  We note from your response
that
"the re-pricing of the warrants should have been classified as an
equity transaction and therefore no expense recorded in connection
with the re-pricing of the warrants [consistent with the guidance
in
APB Opinion No. 14]."  In connection with this transaction, please
tell us more about the reason the warrants were initially issued
as
well as the reason you repriced them in 2004.  Please tell us the
revised terms of the warrants, including whether the revised
exercise
prices were out of or at the money on the measurement date.  Also,
tell us how you accounted for their original issuance in January
2004.  Finally, it is not clear to us why APB Opinion 14 supports
your accounting for the referenced transactions since it relates
to
accounting for detachable stock purchase warrants issued in
connection with debt and you disclose the warrants in question
were
issued with an equity transaction in January 2004.  Please provide
us
with references to authoritative literature that supports your
revised accounting for the warrant repricing.  We may have further
comments after reviewing your response.

		As appropriate, please amend your December 31, 2004 Form
10-KSB, March 31, 2004, June 30, 2004, and September 30, 2004 Form
10-QSBs 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.

	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
October 19, 2005
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