8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 8-K
                           --------------------------
                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):

                                December 29, 2003

                               eMagin Corporation
                       ---------------------------------
             (Exact name of registrant as specified in its charter)




   Delaware                          000-24757                    56-1764501
- ---------------               -----------------------          ----------------
(State or Other               (Commission File Number)        (I.R.S. Employer
 Jurisdiction of                                               Identification
 Incorporation)                                                   Number)


                2070 Route 52, Hopewell Junction, New York 12533
                -------------------------------------------------
               (Address of principal executive offices) (zip code)

                                 (845) 892-1900
                                -----------------
              (Registrant's telephone number, including area code)


ITEM 4.1 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

     On December 29, 2003, eMagin  Corporation,  (the "Company")  notified Grant
Thornton LLP of its decision to terminate its business  relationship  with them.
On December 30, 2003, the Company engaged Eisner LLP as independent  auditors of
the Company for the fiscal year ending  December 31, 2003.  The action to engage
Eisner LLP was taken upon the unanimous  approval of the Audit  Committee of the
Board of Directors of the Company.

     During the last fiscal year ended  December  31, 2002 and through  December
29, 2003, (i) there were no disagreements between the Company and Grant Thornton
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure  or  auditing  scope  or  procedure  which,  if not  resolved  to the
satisfaction  of  Grant  Thornton  would  have  caused  Grant  Thornton  to make
reference to the matter in its reports on the  Company's  financial  statements,
and (ii) Grant  Thornton's  reports  did not  contain  an  adverse  opinion or a
disclaimer of opinion,  nor was qualified or modified as to  uncertainty,  audit
scope,  or accounting  principles,  except as described  below.  During the last
fiscal year ended December 31, 2002 and through December 29, 2003, there were no
reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-B.
Grant Thornton's opinion in its report on the Company's financial statements for
the year ended  December  31,  2002,  included  an  explanatory  paragraph  that
described  uncertainties  regarding the Company's ability to continue as a going
concern.  The  consolidated  financial  statements of eMagin  Corporation  as of
December 31, 2001 were audited by Arthur Anderson LLP who have ceased operations
and whose report dated March 13, 2002  included an  explanatory  paragraph  that
described  uncertainties  regarding the Company's ability to continue as a going
concern.

     During the two most recent fiscal years and through  December 29, 2003, the
Company has not consulted with Eisner LLP regarding either:

     1.   the application of accounting principles to any specified transaction,
          either completed or proposed,  or the type of audit opinion that might
          be  rendered  on the  Company's  financial  statements,  and neither a
          written  report  was  provided  to the  Company  nor oral  advice  was
          provided that Eisner LLP concluded was an important factor  considered
          by the Company in reaching a decision as to the  accounting,  auditing
          or financial reporting issue; or
     2.   any  matter  that was  either  subject of  disagreement  or event,  as
          defined in Item  304(a)(1)(iv)(A)  of  Regulation  S-B and the related
          instruction to Item 304 of Regulation  S-B, or a reportable  event, as
          that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.

     The Company has requested  that Grant Thornton LLP furnish it with a letter
addressed to the Securities and Exchange  Commission  stating  whether it agrees
with the above  statements.  A copy of such letter,  dated December 31, 2003, is
filed as Exhibit 16.1 to this Form 8-K.


ITEM 7(c). Exhibits.

Exhibit 16.1 Letter from Grant  Thornton LLP,  dated December 31, 2003 regarding
their resignation as the Company's independent auditors.




                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                               eMAGIN CORPORATION

                                    By:    /s/ Gary W. Jones
                                           -----------------
                                    Name:      Gary W. Jones
                                    Title: President and Chief Executive Officer

Dated: December 31, 2003

EX-16

Exhibit 16.1

December 31, 2003

Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549

Re:      eMagin Corporation
         File No.  000-24757


Dear Sir or Madam:

We have read Item 4 of the Form 8-K of eMagin Corporation dated December 31,
2003, and agree with the statements concerning our Firm contained therein.


Very truly yours,



Grant Thornton LLP