Mail Stop 6010


      November 21, 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 November 2, 2005
and have the following additional comment.  Where indicated, we
think
you should revise your documents in response to this comment.  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. 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 in 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.

		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
November 21, 2005
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