EXHIBIT 31.2

                               eMagin Corporation
              CERTIFICATION PURSUANT TO SARBANES-OXLEY SECTION 302


I, John D. Atherly, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A 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
Small  business  issuer as of, and for, the periods  presented in this quarterly
report;

4. The Small business  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 Small business 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 Small
          business 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 Small business 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 Small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          Small business issuer's most recent fiscal quarter (the Small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the Small business issuer's internal control over financial reporting;

5. The Small business  issuer's other  certifying  officer and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the Small business  issuer's  auditors and the audit committee of
the Small  business  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 Small  business  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 Small business  issuer's
          internal controls over financial reporting.

November 2, 2005


/s/ John D. Atherly
-------------------
Name: John D Atherly
Title: Chief Financial Officer