UNITED STATES
                       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): October 29, 2004

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



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

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

                                 (845) 838-7900
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              (Registrant's telephone number, including area code)

                                   Copies to:
                            Richard A. Friedman, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))





Item 1.01.        Entry Into a Material Definitive Agreement.

          On October 29, 2004,  eMagin  Corporation  ("eMagin,"  the  "Company,"
"we," "us" or "our") entered into a Securities Purchase Agreement (the "Purchase
Agreement"),  pursuant  to which we sold  and  issued,  on  Novemeber  3,  2004,
2,740,476  shares of common  stock,  par value  $0.0001  per share (the  "Common
Shares"),  and series F common stock purchase warrants (the "Series F Warrants")
to purchase  our common stock (the  "Warrant  Shares") to  purchasers  who are a
party to the Purchase  Agreement  (each a  "Purchaser"  and,  collectively,  the
"Purchasers") for an aggregate purchase price of approximately  $2,877,500.  The
Common  Shares were priced at $1.05.  The Company also issued 75,000 shares (the
"Additional  Shares") to its legal counsel in  consideration  of legal  services
rendered in connection with a recently  completed  offering.  The Common Shares,
Series F Warrants, Warrant Shares and Additional Shares were drawn-down off of a
shelf registration  statement which was filed by us on May 5, 2004, and declared
effective  by the  Securities  and Exchange  Commission  (the "SEC") on June 10,
2004. The Purchase Agreement is attached hereto as Exhibit 10.1.

          The Series F Warrants are exercisable  from April 25, 2005 until April
25, 2010 to purchase up to 1,370,238 shares of common stock at an exercise price
of $1.21 per share,  subject  to  adjustment  upon the  occurrence  of  specific
events,   including   stock   dividends,    stock   splits,    combinations   or
reclassifications  of our common stock or distributions of cash or other assets.
In  addition,  the  Series F  Warrants  contain  provisions  protecting  against
dilution  resulting  from the sale of additional  shares of our common stock for
less than the  exercise  price of the Series F Warrants,  or the market price of
the common stock, on the date of such issuance or sale. The Series F Warrants do
not  entitle the holders to any voting or other  rights as a  stockholder  until
such Series F Warrants are exercised and common stock is issued. Under the terms
of the  offering,  in no event shall any holder of the Series F Warrants  become
the  beneficial  owner of more than  4.99% of the number of shares of our common
stock outstanding  immediately after giving effect to such issuance. An exercise
that is limited by this  provision  may be permitted at a later date if, on such
date, such exercise would not cause such  beneficial  ownership to exceed 4.99%.
This limitation may be waived,  in whole or in part, by a holder of the Series F
Warrants  upon,  at the  election of such  holder,  not less than 61 days' prior
notice to us, and the  provisions  of this  limitation  shall  continue to apply
until such 61st day (or such later date, as determined by such holder, as may be
specified  in such  notice  of  waiver);  provided,  however,  that  four of the
investors in this offering  delivered a waiver of this limitation to us prior to
the closing  date of this  offering,  which waiver took effect as of the closing
date. In addition,  in no event shall the Company issue to holders of the Series
F Warrants, without first obtaining shareholder approval, shares of common stock
which, in the aggregate,  would exceed 19.9% of the number of shares outstanding
on the closing date.  The rights of the holder of the Series F Warrants are more
fully set forth in Exhibit 4.1 to our Form 8-K filed with the SEC on October 26,
2004.

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          W.R.  Hambrecht + Co., LLC (the "Placement  Agent") has entered into a
placement agency agreement with us in which they have agreed to act as placement
agent in connection  with the offering.  The Placement Agent has been engaged to
use its best efforts to introduce us to selected  accredited  investors who will
purchase the securities. The Placement Agent has no obligation to buy any of the
securities  from us. We have agreed to pay the Placement Agent a fee equal to 6%
of the  proceeds of this  offering  and to  reimburse  the  Placement  Agent for
reasonable  expenses  up to  $50,000  that it  incurs  in  connection  with  the
offering. In addition, we have agreed to indemnify the placement agent and other
persons  against  specific  liabilities  under the  Securities  Act of 1933,  as
amended.  The Placement Agency Agreement is attached as Exhibit 10.2 to our Form
8-K filed with the SEC on October 26, 2004.

          In addition, we have engaged Larkspur Capital Corporation to act as an
adviser in connection with the sale of these securities.  For such services,  we
have agreed to pay Larkspur  Capital  Corporation a fee equal to 1% of the gross
proceeds of this offering.  Paul Cronson, a member of our board of directors, is
a founder and  shareholder  of Larkspur  Capital  Corporation.  The Agreement is
attached as Exhibit 10.3 to our Form 8-K filed with the SEC on October 26, 2004.

          In connection  with this  offering,  we have agreed that,  without the
prior written consent of the Placement  Agent, we will not, until after December
24, 2004,  sell,  contract to sell or  otherwise  dispose of or issue any of our
securities, except:

     o    up to an  additional  $3 million of  securities  that may be directly
          placed by the Company with its existing  shareholders,  within 45 days
          from the date of the placement agency agreement, on the same terms and
          conditions  as the sale of the  securities  pursuant  to the  Purchase
          Agreement;

     o    securities issued pursuant to our contractual obligations in effect as
          of June 28, 2004 and disclosed to the Placement Agent prior to date of
          the prospectus supplement;

     o    securities issued on a pro rata basis to all holders of a class of our
          outstanding equity securities;

     o    securities  that may be  issued  to our  legal  counsel  for  services
          rendered or to be rendered;

     o    the  issuance  of shares of common  stock upon the  exercise of stock
          options  and  warrants  outstanding  as of the date of the  placement
          agency agreement; or

     o    equity  securities issued pursuant to our employee benefit or purchase
          plans in effect as of June 28, 2004.

          In connection  with this offering,  all of our directors and executive
officers have agreed that,  without the prior  written  consent of the placement
agent,  they  will not,  until after December 24, 2004:

     o    offer,  pledge, sell, contract to sell, sell any option or contract to
          purchase,  purchase any option or contract to sell,  grant any option,
          right or warrant to  purchase  or  otherwise  transfer  or dispose of,
          directly or  indirectly,  any shares of common stock or any securities
          convertible into or exercisable or exchangeable for common stock; or

                                       3


     o    enter into any swap or other arrangement that transfers to another, in
          whole or in part, any of the economic consequences of ownership of the
          common stock;

whether any  transaction  described above is to be settled by delivery of common
stock or such other securities, in cash or otherwise.  These restrictions do not
apply to:

     o    transfers by gift, or to any trust for the direct or indirect  benefit
          of the director or executive  officer or his or her immediate  family,
          provided that the transferee agrees to be bound by such restrictions;

     o    transfers  effected  pursuant to an exchange of  "underwater"  options
          with us;

     o    acquisitions  or exercises of any stock option issued  pursuant to our
          existing stock option plan; or

     o    the  establishment  of any selling plan in accordance with Rule 10b5-1
          of the Securities Exchange Act of 1934, as amended,  provided that the
          initial  sale date  under  such plan ends  after the end of the 60-day
          period.

Notwithstanding  the foregoing,  during the period until Decemeber 24, 2004, Dr.
K.C. Park, President of Virtual Vision, Inc., our wholly owned subsidiary,  will
be  permitted to sell up to 150,000  shares of common  stock.  In addition,  the
lock-up  restrictions  described  above  shall not apply to sales of our  common
stock pursuant to Dr. Park's 10b5-1 sales plan outstanding on the date hereof.

          On  November 3,  2004,  we  issued  a press  release  announcing  the
transaction.  A copy of this press  release  has been  filed  with this  Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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                                       4

Item 9.  Financial Statements and Exhibits.

       (c)   Exhibits.


Exhibit
Number         Description
-------        -----------
Exhibit  4.1   Form of  Series F Warrant  issued  by  eMagin to the  Purchasers,
               dated as of November 3, 2004.*

Exhibit 10.1   Form of Securities  Purchase  Agreement,  dated as of October 29,
               2004, by and among eMagin and the Purchasers.

Exhibit 10.2   Placement Agency Agreement,  dated as of October 21, 2004, by and
               between eMagin and W.R. Hambrecht + Co., LLC.*

Exhibit 10.3   Agreement,  dated as of June 29,2004,  by and between  eMagin and
               Larkspur Capital Corporation.*

Exhibit 99.1   Press Release of eMagin,  dated November 3, 2004,  announcing the
               sale of securities pursuant to the Securities Purchase Agreement.

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* -  Incorporated  by  reference to our Form 8-K filed with the  Securities  and
Exchange Commission on October 26, 2004.

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                                   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



Dated: November 3, 2004             By:/s/ Gary W. Jones
                                    -------------------------------
                                    Name:  Gary W. Jones
                                    Title: President and Chief Executive Officer