SecProbe.io

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                      SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                ATTORNEYS AT LAW

                                                                  April 11, 2005

Stop 03-06

Dennis C. Hult, Staff Accountant
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street, N. W. Judiciary Plaza
Washington, D.C. 20549-0405

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

Dear Mr. Hult:

     This firm is special securities counsel to eMagin Corporation ("EMA" or the
"Company") in connection with the above-referenced  matter.  Enclosed for filing
is EMA's Current Reports on Form 8-K/A with respect to the above filings. Below,
please find our responses to your April 4, 2005 comment 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-Ks to 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.

     Response:

     Form 8-K filed on March 25, 2005

     In connection with the  preparation of the Company's  annual report on Form
10-KSB for the year ended  December 31, 2004,  on March 21, 2005 the Company was
advised by its independent registered public accounting firm that the re-pricing
of the original  warrants  should be  classified  as an equity  transaction  and
therefore no expense  should be recorded in  connection  with the  re-pricing of
these warrants.  Accordingly,  the Company and its independent registered public
accounting firm determined that the Company should take action to prevent future
reliance on previously  issued financial  statements for its Quarterly Report on
Form 10-QSB for the period ended  September 30, 2004 pursuant to Item 4.02(b) of
Form 8-K.  Reports for previous years beginning with the year ended December 31,
2003 are not affected by these changes and should still be relied on.

<PAGE>

     Form 8-K filed on April 1, 2005

     In connection with the  preparation of the Company's  annual report on Form
10-KSB for the year ended  December 31, 2004,  on March 28, 2005 the Company was
advised by its independent registered public accounting firm that the conversion
of the debt to equity during the first quarter of 2004 should be classified as a
debt  transaction  and  therefore  an  expense  should  have  been  recorded  in
connection  with the  conversion.  Accordingly,  the Company and its independent
registered public accounting firm determined that the Company should take action
to prevent future reliance on previously  issued  financials  statements for its
Quarterly  Reports on Form 10-QSB for the periods ended March 31, 2004, June 30,
2004 and September  30, 2004  pursuant to Item 4.02(b) of Form 8-K.  Reports for
previous years  beginning with the year ended December 31, 2003 are not affected
by these changes and should be relied on.

     The Company has filed amendments to the  aforementioned  Current Reports on
Form 8-K further  specifying  that such reports are being filed pursuant to 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.

     Response:

     The Company has filed amendments to the  aforementioned  Current Reports on
Form 8-K which  each  attach a letter  from its  independent  registered  public
accounting firm in accordance with the requirements of Item 4.02(c) of Form 8-K.

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

     Response:

     The Company has filed amendments to its Quarterly  Reports on Form 10-QSB/A
for the periods  ended March 31,  2004,  June 30,  2004 and  September  30, 2004
concurrently  with the filing of the Forms 8-K/A. In addition,  we have included
specific  language  in  the  Forms  8-K/A  specifying  that  the  aforementioned
amendments  to the  Company's  Quarterly  Reports on Form 10-QSB are being filed
concurrently with the filing of the Forms 8-K.

Company Acknowledgment

     The  Company  understands  that  it is  responsible  for the  adequacy  and
accuracy  of the  disclosure  in its  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 filings.
The  Company  may not assert  staff  comments  as a defense  in any  proceedings
initiated by the Commission or any person under the federal  securities  laws of
the United States.

     Should  you have any  questions,  please do not  hesitate  to  contact  the
undersigned at 212-930-9700.

                                        Sincerely,

                                                     /s/ Eric A. Pinero
                                                     ------------------
                                                     Eric A. Pinero, Esq.
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