SecProbe.io

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      May 1, 2006

Via U.S. Mail

Thomas Walker
Vice President, General Counsel
Microvision, Inc.
6222 185th Avenue NE
Redmond, WA  98052

	Re:	Microvision, Inc.
		Amendment No. 1 to Schedule TO-I filed April 25, 2006
		Amendment No. 2 to Schedule TO-I filed May 1, 2006
		SEC File No. 5-51199

Dear Mr. Walker:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule TO
Exhibit (a)(1) - Offer to Exchange
1. We note your response to prior comment 6 and related comment 2.
We note your intent to deliver the new option agreements three
weeks
from the replacement grant date and that this is "due to the time
involved in preparing individual option agreements reflecting the
new
price."  While we appreciate that there will be some amount of
time
necessary following the expiration of the offer that will be
devoted
to the preparation of the individual option agreements, please
advise
us how this schedule complies with the prompt payment requirement.
Refer to Rule 14e-1(c) and Release 34-43069 (July 31, 2000),
Commission Guidance on Mini-Tender Offers and Limited Partnership
Tender Offers.  In doing so, tell us how this timeframe is
consistent
with your practice of issuing stock options.

	Conditions of the Offer, page 14
2. See prior comment 9.  While we note that you have complied with
this comment in certain respects, however, we continue to note
references to "threatened" and "contemplated benefits of the
offer"
in the second bullet point.  Please revise or advise.

Exhibit (a)(3) - Election Form
3. We note your request that the security holder acknowledge that
they have "carefully reviewed" the tender offer materials.  It is
not
appropriate to require security holders to attest to the fact that
they have "reviewed" the terms of the offer as such language
effectively operates as a waiver of liability.  Please delete this
language throughout these materials or confirm to us that you will
not assert that this provision constitutes a waiver of liability.

      As appropriate, please amend your filing 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 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 filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their 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 all filing persons acknowledging
that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the bidder 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.
      If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

      							Sincerely,

								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc via facsimile at (617) 951-7050:

Stephanie A. Dorn, Esq.
Joel F. Freedman, Esq.
Ropes & Gray
Microvision, Inc.
May 1, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE

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