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):

                                  March 4, 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)                                       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)


          On March 4,  2002,  eMagin  Corporation  ("eMagin"  or the  "Company")
entered into a common stock purchase  agreement (the "Purchase  Agreement")  and
related documents  (collectively,  the "Transaction  Agreements") with Northwind
Associates,  Inc., a Cayman Islands  corporation (the  "Investor"),  pursuant to
which the Company may receive in periodic  draw downs at its option,  subject to
the terms and  conditions of the  Transaction  Agreements,  up to $15,000,000 in
equity  financing  (the "Equity  Line") over a three year period.  The aggregate
amount  of  the  Equity  Line  may  increase  to  $20,000,000  provided  certain
additional  conditions  regarding share price, trading volume and Company market
capitalization  are met. The initial closing of the Purchase  Agreement occurred
on Friday,  March 22, 2002.  The right of the Company to draw down on the Equity
Line is  subject  to the  Company  registering  for  resale  and the  continuing
effectiveness  of such  registration  with  the  U.S.  Securities  and  Exchange
Commission  (the  "Commission")  the  shares of  eMagin  common  stock  issuable
pursuant to the Equity  Line and is also  subject to certain  other  significant
conditions,  including limits as to the maximum and minimum draw down amounts as
specified in the common stock purchase agreement.  The maximum investment amount
for any draw down is the  lesser of (i)  $5,000,000,  and (ii) 15% of the volume
weighted  average  price for the  Company's  common  stock (as  reported  by the
American  Stock  Exchange)  for the 30  trading  days  immediately  prior to the
applicable  commencement  date  for  such  draw  down  multiplied  by the  total
aggregate  trading  volume in respect  of the  Company's  common  stock for such
period.  Pursuant to a draw down,  the Investor  will purchase the shares of the
Company  at a  discount  to the  price of the  Company's  common  shares  on the
American Stock Exchange. More specifically,  the discounted purchase price to be
paid by the Investor under the Equity Line will  generally  equal (i) 88% of the
daily  volume  weighted  average  price  of the  Company's  common  stock on the
American Stock Exchange for a prescribed 10 trading day period provided that the
such stock price is less than $4.00 per share at the time of determination, (ii)
90% should such Company  stock price at the time of  determination  exceed $4.00
per  share,  and  (iii)  92%  should  such  Company  stock  price at the time of
determination  exceed  $6.00 per share.  The  discounted  purchase  price may be
reduced by an additional 3% pursuant to certain special  conditions as set forth
in the Purchase Agreement.  The amount of Company shares issued pursuant to draw
downs on the Equity Line is also limited to 19.9% of the issued and  outstanding
Company  common  stock  (unless  stockholder  approval  of any excess  amount is
received)  and no draw down shall be made to the extent that it would  result in
the  Investor  and its  affiliates  beneficially  owning  more  than 9.9% of the
Company's  outstanding  common  stock.  The Purchase  Agreement  also limits the
Company's  ability to enter into any other equity line type of financing  during
the term of the  agreement and provides to the Investor a right of first refusal
for certain subsequent sales by the Company of its securities.

          Additionally,  in consideration for the Investor's purchase commitment
under the Equity Line and certain costs associated therewith, the Company issued
to the Investor 30,000 unregistered shares of eMagin's common stock and warrants
to purchase up to 150,000  shares of the  Company's  common stock at an exercise
price equal to 115% of the daily  volume  weighted  average  price of the common
stock for the fifteen  trading  days  preceding  the date of the delivery of the
warrant by the Company.  Each warrant is exercisable for a period of three years
commencing six months from the date of their delivery by the Company.

          In  connection  with the Equity Line,  the Company also entered into a
registration  rights  agreement  dated as of March 4,  2002  (the  "Registration
Rights  Agreement") with the Investor that requires the Company to file,  obtain
and maintain the  effectiveness  of a  Registration  Statement on an appropriate
form with the  Commission  in order to  register  the sale and public  resale of
shares of the  common  stock  acquired  by the  Investor  under the  Transaction
Agreements.  Under the terms of the Registration  Rights Agreement,  the Company
must file  such  registration  statement  within  sixty  days of the date of the


          On March  19,  2002,  eMagin  issued a press  release  concerning  the
transactions  described  above,  a copy of which is attached as Exhibit  99.1 to
this Form 8-K and incorporated herein by reference.

          The  foregoing  description  is  only a  summary  of the  transactions
described  and  is  qualified  in its  entirety  by the  Common  Stock  Purchase
Agreement, the Registration Rights Agreement, the Form of Warrant and the Escrow
Agreement attached as exhibits to this Form 8-K, which exhibits are incorporated
herein by reference.


         Number     Description

         4.1        Form of Warrant.

         10.1       Common Stock Purchase Agreement dated as of March 4, 2002 by
                    and between eMagin and the Investor.

         10.2       Form of Registration  Rights Agreement by and between eMagin
                    and the Investor.

         99.1       Press   Release  of  the  Company   dated  March  19,  2002,
                    announcing the $15,000,000 equity financing commitment.

         99.2       Form of Escrow Agreement.



     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

                                             Name:   Edward V. Flynn
                                             Title:  Chief Financial Officer

Dated: March 26, 2002