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):

                                  June 5, 2002

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



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

                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 5.  OTHER EVENTS.


     eMagin Corporation  ("eMagin" or the "Company") and The Travelers Insurance
Company  ("Travelers")  entered  into a third  amendment  agreement to amend and
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 June 5, 2002 to June 7, 2002.  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.  3 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. 3 to Convertible Promissory Note dated as of
                      June 5, 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 June 5, 2002.