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CORRESP
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      eMagin Correspond

    December
      5, 2005

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    450
      Fifth
      Street, N.W.

    Washington,
      DC 20549

            Attention:

              Angela
                Crane, Branch Chief

              Jay
                Webb, Reviewing Accountant

            Eric Atallah, Staff
              Accountant

      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

    Ladies
      and Gentlemen:

    On
      behalf
      of eMagin Corporation (“eMagin” or the "Company"), please accept this letter as
      the Company’s response to the comments of the reviewing Staff of the Securities
      and Exchange Commission (the “Commission”) as set forth in the comment letter of
      November 21, 2005.

    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.

              Please
                refer to prior comment 2. We note your revised disclosure that “based upon
                this evaluation, our chief executive officer and chief financial
                officer
                concluded that our disclosure controls and procedures are effective
                to
                ensure that information required to be disclosed by us in the reports
                that
                we file or submit under the Exchange Act is recorded, processed,
                summarized and reported, within the time periods specified m the
                Commission’s rules and forms. We further note in your revised disclosures,
                “that our disclosure controls and procedures were not effective as
                of the
                end of the period covered by this report to ensure that information
                required to be disclosed by us in the reports that we file or submit
                under
                the Exchange Act is recorded, processed, summarized and reported,
                within
                the time periods specified in the Commission’s rules and forms.”
Given
                the exception noted, it remains
                unclear whether your chief executive officer and chief financial
                officer
                have concluded that your disclosure controls and procedures are effective.
                Please revise your disclosure to state, in clear and unqualified
                language,
                the conclusions reached by your chief executive officer and your
                chief
                financial officer on the effectiveness of your disclosure controls
                and
                procedures.

      Response:

      We
        have
        received and reviewed the comment set forth in your letter dated November
        21,
        2005. Based upon a review of your comment and the disclosure that was set
        forth
        in the Company’s filings regarding its controls and procedures, we respectfully
        do not agree that it remains unclear whether the Company’s chief executive
        officer and chief financial officer have concluded that the Company’s disclosure
        controls and procedures are effective. Accordingly, for the reasons set forth
        below, we do not believe that any further revision to the Company’s disclosure
        is necessary or appropriate. Specifically, the revised disclosure in each
        of the
        respective filings contains the following statements:

                (1)

                The
                  first paragraph under the section entitled “Evaluation of Disclosure
                  Controls and Procedures” states that “[a]s
                  of the end of the period covered by this report
                  [the Company] conducted an evaluation” and that ‘[b]ased upon this
                  evaluation, [the
                  Company’s] chief executive officer and chief financial officer
                  concluded
                  that [the Company’s] disclosure controls and procedures are effective
                  ….”

                (2)

                The
                  second paragraph under the section entitled “Evaluation of Disclosure
                  Controls and Procedures” states that in
                  March 2005
                  (in connection with the
                  audit of this annual report on Form 10-KSB for the year ended December
                  31,
                  2004), the
                  Company determined
                  that the accounting treatment for certain transactions that were
                  completed
                  during the year ended December 31, 2004 should have been different
                  and
                  required the Company to restate its financial information for each
                  of the
                  quarters ended March 31, 2004, June 30, 2004, and September 30,
                  2004, and that based
                  upon such subsequent restatements,
                  management determined that “[the Company’s] disclosure controls and
                  procedures were not effective as of the end of the period covered
                  by this
                  report…”; and

                (3)

                The
                  second paragraph under the section entitled “Changes in internal controls”
                  states that the Company has engaged certain new personnel which
                  enhance
                  the Company’s ability to meet its financial and other reporting
                  obligations as well as strengthen its disclosure controls and procedures,
                  and that, as a result, the
                  Company’s disclosure
                  controls and procedures
                  are currently effective.

      Based
        upon the foregoing, the Company respectfully believes that the disclosure
        is an
        accurate assessment of management’s conclusions as of each of the periods for
        which such statements are made, and that they provide any reader with a complete
        and accurate chronology of management’s determinations regarding the Company’s
        disclosure controls and procedures as of the time that each of the statements
        and filings were made. Further, the Company respectfully submits that such
        chronology is material disclosure that is important to an understanding of
        these
        events. Additionally, the Company believes that the language used is not
        qualified as to management’s determinations regarding the Company’s disclosure
        controls and procedures at the times that such determinations were made,
        but
        rather that such language states, as set forth above, a chronology of
        management’s determinations. Finally, the Company has stated that, as a result
        of the changes in its internal controls, its disclosure controls and
        procedures
        are
        currently effective.

      For
        all
        of the foregoing reasons, the Company respectfully requests that it not be
        required to further amend its periodic reports for 2004 and hopes that it
        has
        satisfied all of the Commission’s comments with respect thereto. In the event
        that the Commission believes that the Company should amend its periodic reports
        for 2004 in connection with its controls and procedures disclosure, kindly
        contact the undersigned so that we may further discuss any specific issues
        that
        need to be addressed.

      In
        addition to the foregoing, the Company hereby acknowledges 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
                  do not
                  foreclose the Commission from taking any action with respect to
                  the
                  filings; 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.

                Very
                  Truly Yours,

                By:
                /s/ Richard
                  A. Friedman

                  Richard
                  A. Friedman