SecProbe.io

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April 12, 2005

Mail Stop 0306

Mr. Jeff T. Wilson
Chief Accounting Officer
Microvision, Inc.
19910 North Creek Parkway
Bothell, WA 98011-3008

	RE:	Microvision, Inc.
		Form 10-K for the Fiscal Year Ended December 31, 2004
		Form 10-K/A for the Fiscal Year Ended December 31, 2004
File No. 000-21221

Dear Mr. Wilson:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Results of Operations

1. We note in your analysis of results of operations in the MD&A
that
until October 2004, you classified Nomad production costs in
excess
of product revenue as research and development expense.  Based on
the
fact that you recorded sales of the Nomad product, please tell us
how
you concluded that any portion of the costs of production were
properly allocated to research and development expense.  Support
your
assertions with references to the authoritative generally accepted
accounting principles that support your accounting and
presentation
of such costs.  Additionally, please tell us the amounts charged
to
cost of product revenue and research and development related to
the
Nomad product in each of the periods presented.  We may have
further
comment based on your response.
2. We see that your cost of product revenue in 2004 includes the
write off of $764,000 of Flic inventory and $479,000 of Nomad
inventory.  Were any of these inventory items subsequently sold?
If
so, were they sold at prices above their new cost basis?  What was
the impact of any such sales upon gross profit margins?  Why
doesn`t
your Schedule II disclose inventory reserve balances and activity?
Please revise future filings to address our concerns.

Note 2. Summary of Significant Accounting Policies

Revenue Recognition

3. Please tell us and revise future filings to disclose the nature
and significance of the profit incentives included in your
development contracts, and how you determine that realization is
assured in accordance with the provisions of paragraph 54 of SOP
81-
1.

Note 12. Warrants and Note 13. Options

4. We note that stock-based compensation expense recorded in the
periods presented includes expense related to options and warrants
issued by both Microvision and Lumera.  Please revise future
filings
to include all of the applicable disclosures required by
paragraphs
46-48 of SFAS 123 related to stock options and warrants issued by
Lumera.

Note 19.  Subsequent Event

5. We see that in March 2005 you raised $10,000,000 before
issuance
costs, from the issuance of senior secured exchangeable
convertible
notes and warrants.  We also see the Notes are convertible on
demand
by the holders into Microvision common stock at a conversion price
of
$6.84 per share of Microvision common stock and exchangeable on
demand by the holders into Lumera common stock at an exchange
price
of $5.64 per share of Lumera common stock.  Please supplementally
tell us how you plan to account for the conversion and exchange
features of these Notes.  We may have further comments after
reviewing your response.

Item 9A. Controls and Procedures

6. We note your disclosure that management has concluded that your
disclosure controls and procedures "were, in design and operation,
effective to ensure that information required to be disclosed in
the
reports the Company files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time
periods
specified by the SEC`s rules and forms."  The language that is
currently included after the word "effective" in your disclosure
appears to be superfluous, since the meaning of "disclosure
controls
and procedures" is established by Rule 13a-15(e) of the Exchange
Act.
However, if you do not wish to eliminate this language, please
revise
so that the language that appears after the word "effective" is
substantially similar in all material respects to the language
that
appears in the entire two-sentence definition of "disclosure
controls
and procedures" set forth in Rule 13a-15(e).

Exhibits 31.1 and 31.2

7. We note that the certifications filed as Exhibits 31.1 and 31.2
were not in the proper form. The required certifications must be
in
the exact form prescribed; the wording of the required
certifications
may not be changed in any respect, except for the modifications
temporarily permitted to be made to the fourth paragraph of the
certification required to be filed as Exhibit 31.1 pursuant to
Part
III.E of Release No. 8238. Accordingly, please file a second
amendment to your Form 10-K that includes the entire filing,
including the financial statements of Lumera Corporation, together
with the certifications of each of your current CEO and CFO in the
form currently set forth in Item 601(b)(31) of Regulation S-K.

*    *    *    *

       As appropriate, please amend your Form 10-K for the Fiscal
Year Ended December 31, 2004 and respond to these comments within
10
business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendments to
expedite our review.  Please furnish a cover letter with your
amendments that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendments and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Tom Dyer, Staff Accountant, at (202) 824-
5564
or me at (202) 942-1812 if you have any questions.  In this
regard,
do not hesitate to contact Angela Crane, Branch Chief, at (202)
942-
1931.

      Sincerely,

							N. Jay Webb
							Reviewing Accountant

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Mr. Jeff T. Wilson
Microvision, Inc.
April 12, 2005
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