January 27, 2005

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

Re:	eMagin Corporation
	Post Effective Amendment No. 1 to
      Registration Statement on Form SB-2
	Filed January 7, 2005
	File No. 333-112579

Dear Mr. Jones:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate 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.

Form SB-2

Executive Compensation - beginning on page 39
1. We note that your last completed fiscal year was December 31,
2004.  Where  Item 402 of Regulation S-B requires information for
the
last fiscal year, your disclosure should include information for
2004.



Signatures
2. Please amend your filing to include the signatures of your
principal financial officer and your controller or principal
accounting officer.  See the Signatures section of Form SB-2 and
the
instructions thereto.


* * * * *

      As appropriate, please amend your filing in response to
these
comments.  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 supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      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
for
an informed 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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Donald C. Hunt at (202) 824-5662 or me at
(202)
824-5697 with any other questions.

      Sincerely,



	Russell Mancuso
	Branch Chief


cc (via facsimile):  Richard A. Friedman - Sichenzia Ross Friedman
Ference LLP

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Gary W. Jones
eMagin Corporation
February 7, 2005
Page 1