**EXHIBIT
      31.2**





**CERTIFICATION**





**eMAGIN
      CORPORATION**


**CERTIFICATION
      PURSUANT TO SARBANES-OXLEY SECTION 302**





I,
      John
      Atherly, certify that:





1.
      I have
      reviewed this quarterly report on Form 10-Q of eMagin Corporation;





2.
      Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this quarterly
      report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects
      the
      financial condition, results of operations and cash flows of the issuer as
      of,
      and for, the periods presented in this quarterly report;





4.
      The
      issuer's other certifying officer and I are responsible for establishing and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-15(e) and 15d-15(e)) for the issuer and have:


a)
      Designed such disclosure controls and procedures or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the issuer including its consolidated
      subsidiary, is made known to us by others within those entities, particularly
      during the period in which this report is being prepared; and





b)
      Evaluated the effectiveness of the issuer's disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and





c)
      Disclosed in this report any change in the issuer's internal control over
      financial reporting that occurred during the issuer's most recent fiscal quarter
      (the issuer's fourth fiscal quarter in the case of an annual report) that has
      materially affected, or is reasonably likely to materially affect, the issuer's
      internal control over financial reporting;





5.
      The
      issuer's other certifying officer and I have disclosed, based on our most recent
      evaluation of internal control over financial reporting, to the issuer's
      auditors and the audit committee of the issuer's board of directors (or persons
      performing the equivalent functions);





a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the issuer's ability to record, process, summarize and report
      financial information; and





b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the issuer's internal controls over financial
      reporting.






May
                15, 2006
            By:
            /s/ JOHN
              ATHERLYJohn
                Atherly*Chief
                Financial Officer*