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): May 3, 2005

                               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     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)


                2070 Route 52, Hopewell Junction, New York 12533
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              (Address of principal executive offices and Zip Code)

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

                                   Copies to:
                            Richard A. Friedman, Esq.
                              Eric A. Pinero, 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 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

     On May 3,  2005,  our Board of  Directors  appointed  Irwin  Engelman  as a
director of eMagin  Corporation.  There are no  understandings  or  arrangements
between Mr.  Engelman  and any other person  pursuant to which Mr.  Engelman was
selected as a director.  Mr. Engelman does not have any family relationship with
any director,  executive officer or person nominated or chosen by us to become a
director or executive officer.  Furthermore, Mr. Engelman has never entered into
a transaction,  nor is there any proposed transaction,  between Mr. Engelman and
us.

     Irwin Engelman is currently a consultant to various  industrial  companies.
From 1992 until April 1999,  he served as  Executive  Vice  President  and Chief
Financial  Officer of  MacAndrews  & Forbes  Holdings,  Inc.,  a  privately-held
financial  holding company.  From November 1998 until April 1999, he also served
as Vice Chairman,  Chief  Administrative  Officer and a director of Revlon, Inc.
From 1978 until  1992,  he  previously  served as  executive  officer of various
public companies including YouthStream Media Networks,  International  Specialty
Products,  Inc. (a subsidiary of GAF Holdings Inc.),  CitiTrust  Bancorporation,
General Foods Corporation,  The Singer Company,  and Xerox  Corporation.  He was
admitted  practice  law in the State of New York in 1962.  In  addition,  he was
licensed as a CPA in the State of New Jersey in 1966. Mr.  Engelman earned a BBA
degree in Accounting  from the Baruch School of Business  Administration  at the
City  College  of New  York in 1955 and a Juris  Doctorate  (J.D.)  degree  from
Brooklyn  Law School in 1961.  Mr.  Engelman is Chairman  and  President  of the
National  Corporate  Theatre  Fund and is a trustee  and past  president  of the
Baruch  College Fund. He currently  serves as a member of the board of directors
of the Sanford B. Bernstein  division of Alliance Capital and for New Plan Excel
Realty Trust.

     
ITEM 9.01 Financial Statements and Exhibits.

(a)      Financial statements of business acquired.

         Not applicable.

(b)      Pro forma financial information.

         Not applicable.

(c)      Exhibits.
     
         None

                                   SIGNATURES

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

                                       eMagin Corporation


Date: May 9, 2005                      /s/ Gary W. Jones                        
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                                       Gary W. Jones
                                       President and Chief Executive Officer