SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 8-K/A

                                 AMENDMENT NO. 1

                                       TO

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

               Date of Report (Date of earliest event reported):

                                  July 29, 2002

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


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


                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.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.


     On July  29,  2002,  eMagin  Corporation  ("eMagin")  was  notified  by the
Securities and Exchange  Commission that Arthur Andersen LLP ("Arthur Andersen")
had notified it that Arthur Andersen was unable to perform future audit services
for  eMagin  as a  result  of  the  wind-down  of  Arthur  Andersen's  business,
effectively terminating eMagin's relationship Arthur Andersen.  Consequently, as
of July 29, 2002,  Arthur Andersen will no longer serve as eMagin's  independent
auditor.

     The  audit  reports  of  Arthur  Andersen  on  the  consolidated  financial
statements of eMagin for each of the years ended December 31, 2000, and December
31, 2001, did not contain any adverse  opinion or disclaimer of opinion and were
not  qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
principles.

     During the fiscal years ended  December 31, 2000 and December 31, 2001,  as
well as during the period from January 1, 2002 through July 29, 2002, there were
no disagreements with Arthur Andersen on any matter of accounting  principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen would have
caused them to make reference to the matter in their report.

     During the two most recent  fiscal years and through  July 29, 2002,  there
have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).

     eMagin has been  unable to contact  Arthur  Andersen in  connection  with a
request that Arthur  Andersen  furnish a letter  addressed to the Securities and
Exchange  Commission  stating  whether it agrees with the above  statements  and
disclosure due to the fact that the personnel primarily responsible for eMagin's
account  (including  the  engagement  partner  and  manager)  have  left  Arthur
Andersen.

     On September 23, 2002, eMagin,  upon  recommendation of the Audit Committee
of its Board of  Directors,  engaged  Grant  Thornton LLP ("Grant  Thornton") to
serve as the Company's independent public accountants.

     During the two most recent fiscal years and through the date hereof, eMagin
did not consult  Grant  Thornton with respect to the  application  of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit  opinion  that might be  rendered on  eMagin's  consolidated  financial
statements,  or any  other  matters  or  reportable  events  set  forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.

Exhibit Number                         Exhibit Title

99.1                                   Press release issued September 23, 2002






                                    SIGNATURE

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/ Susan K. Jones
                                 --------------------------------------
                                 Name: Susan K. Jones
                                 Title: Executive Vice President and Secretary


Dated September 23, 2002.