Sec Form 4 Filing - JONES GARY W @ EMAGIN CORP - 2007-01-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person JONES GARY W 2. Issuer Name and Ticker or Trading Symbol EMAGIN CORP [ EMA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Pres., CEO & Director (Last) (First) (Middle) 1580 ROUTE 52 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2007 (Street) HOPEWELL JUNCTION, NY12533 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $.001 par value 01/11/2007 J( 1 ) 500,000 A $ 0 999,898 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 2.6 01/11/2007 J( 2 ) 32,500 01/02/2002 01/02/2007 Common Stock 32,500 $ 0 380,711 ( 3 ) D Stock Option (right to buy) $ 3.4 01/11/2007 J( 2 ) 44,435 07/14/2002 07/14/2007 Common Stock 44,435 $ 0 336,276 ( 3 ) D Stock Option (right to buy) $ 2.6 01/11/2007 J( 2 ) 15,254 04/23/2003 04/23/2013 Common Stock 15,254 $ 0 321,022 ( 3 ) D Stock Option (right to buy) $ 2.6 01/11/2007 J( 2 ) 9,152 04/24/2003 04/24/2013 Common Stock 9,152 $ 0 311,870 ( 3 ) D Stock Option (right to buy) $ 2.6 01/11/2007 J( 2 ) 9,152 04/24/2003 12/01/2013 Common Stock 9,152 $ 0 302,718 ( 3 ) D Stock Option (right to buy) $ 2.6 01/11/2007 J( 2 ) 78,000 05/17/2004 05/17/2009 Common Stock 78,000 $ 0 224,718 ( 3 ) D Stock Option (right to buy) $ 2.6 01/11/2007 J( 2 ) 22,750 03/17/2005 03/17/2010 Common Stock 22,750 $ 0 201,968 ( 3 ) D Stock Option (right to buy) $ 2.6 01/11/2007 J( 2 ) 11,700 11/30/2005 11/30/2012 Common Stock 11,700 $ 0 190,268 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JONES GARY W 1580 ROUTE 52 HOPEWELL JUNCTION, NY12533 Former Pres., CEO & Director Signatures /s/ Gary W. Jones 01/29/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock issued to the Reporting Person by the Issuer pursuant to that certain Executive Separation and Consulting Agreement dated as of January 11, 2007. ( 2 )The Reporting Person forfeited 222,943 stock options of the Issuer, which constitutes all of the stock options of the Issuer which he currently owns, pursuant to the terms of that certain Executive Separation and Consulting Agreement dated as of January 11, 2007. ( 3 )Includes options to purchase an aggregate of 190,268 shares of common stock owned by the Reporting Person's spouse.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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