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 20, 2002

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



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


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


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







ITEM 5.  OTHER EVENTS.


     eMagin Corporation  ("eMagin" or the "Company") and The Travelers Insurance
Company ("Travelers") entered into an amendment agreement to extend the maturity
date of the  Convertible  Promissory  Note (the  "Note")  dated August 20, 2001,
issued under the Note Purchase  Agreement  entered into as of August 20, 2001 by
and between eMagin and Travelers.  The amendment  agreement extends the maturity
date of the  Note  from  May 20,  2002 to May 31,  2002  and  also  deletes  the
mandatory  conversion  provisions contained in Section 4 of the Note. eMagin and
Travelers are currently  engaging in discussions in respect of the restructuring
of the Note.  There can be no  assurance  that  eMagin will be able to arrange a
restructuring of the Note on terms acceptable to eMagin, if at all.

     The foregoing  description is only a summary of the  transaction  described
and is  qualified  in  its  entirety  by  the  Amendment  No.  1 to  Convertible
Promissory  Note  attached  as an  exhibit  to this Form 8-K,  which  exhibit is
incorporated herein by reference.


ITEM 7.  EXHIBITS.

 Exhibit
 Number             Description

 10.1               Amendment No. 1 to Convertible  Promissory  Note dated as of
                    May 20, 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/ Edward V. Flynn
                                              ----------------------------------
                                              Name:  Edward V. Flynn
                                              Title: Chief Financial Officer


Dated May 20, 2002.