SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

April 28, 2005

Thomas M. Walker
Vice President, General Counsel
Microvision, Inc.
19910 North Creek Parkway
Bothell, Washington 98011-3008

	Re:	Microvision, Inc.
		Registration Statement on Form S-3
      	Filed on April 6, 2005
		File No. 333-123902

Dear Mr. Walker:

      This is to advise you that we have reviewed only those
portions
of your registration statement that relate to the comments below.
We
anticipate at this time that no further review of your
registration
statement and the documents incorporated by reference therein will
be
made, other than a review of (i) your responses to the comments
included in this letter, and (ii) your responses to the comments
we
previously issued on your Annual Report on Form 10-K for the year
ended December 31, 2004 that has been incorporated by reference
into
your registration statement.  In addition, we are monitoring your
registration statement for the filing of a definitive proxy
statement
or an amendment to your Annual Report on Form 10-K for the year
ended
December 31, 2004 which includes the Part III information required
to
be included or incorporated by reference into your Annual Report
on
Form 10-K.  Please note that all outstanding comments on your
registration statement and your Exchange Act reports will need to
be
resolved prior to requesting acceleration of the effective date of
your registration statement.

      Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note that holders of your senior secured exchangeable
convertible notes have the right to elect to convert their notes
into
shares of your common stock or into shares of common stock of
Lumera
Corporation that you currently hold.  Given these future
elections,
please supplementally explain why the registration of the resale
of
the shares of your common stock that may be received by the note
holders at this time is consistent with our guidance regarding
PIPE
transactions set forth in paragraph (b) of Telephone
Interpretation
No. 3S included in the Securities Act section of the March 1999
supplement to our Manual of Publicly Available Telephone
Interpretations.
Registration Fee Table
2. Please supplementally provide us with a detailed explanation of
how you calculated the number of shares of common stock to be
registered.  Please note that we may have further comments once we
have the opportunity to review your response.

Private Placement of Notes and Warrants - Page 9
3. We note your disclosure that you issued senior secured
exchangeable convertible notes in the aggregate principal amount
of
$10.0 million and warrants to purchase shares of your common stock
for an aggregate purchase price of $10.0 million.  We also note
your
disclosure in the last paragraph of this section that the warrants
are exercisable for 462,330 shares of your common stock at an
exercise price of $6.84 per share, implying that the aggregate
amount
of capital that you would raise if all of the warrants were
exercised
at the stated exercise price would be approximately $3.16 million.
Please revise your disclosure so that the following is clear to
your
investors:
* The aggregate amount you received as purchase consideration as a
result of the issuance of the senior secured exchangeable
convertible
notes and the warrants; and
* The aggregate amount that you would be entitled to receive upon
exercise of the warrants (assuming that all of the warrants are
exercised at the exercise price indicated in your disclosure).
4. Please clarify when the convertible notes may be converted by
the
holders into shares of your common stock or exchanged by the
holders
for shares of Lumera common stock.
5. Please clarify when and at what intervals the accrued interest
on
and the principal of the convertibles notes becomes payable.
6. Please revise to clarify the conditions under which you would
have
the option to pay the outstanding principal of and accrued
interest
on the convertible notes with shares of your common stock or
shares
of Lumera common stock.  Please also clarify the conditions (other
than the condition that your common stock trade at or above $11.97
for a prescribed period) under which you would have the right to
mandatorily convert the convertible notes into shares of your
common
stock.

*          *          *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	If you have any questions, please call Tim Buchmiller at
(202)
824-5354 or me at (202) 942-7924.

							Sincerely,

							David Ritenour
							Special Counsel

cc:  	Joel F. Freedman, Esq.
??

??

??

??

Thomas M. Walker
Microvision, Inc.
April 28, 2005
Page 1

</TEXT>
</DOCUMENT>