SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 6010
April 14, 2008
 VIA U.S. MAIL AND FAX (425) 882-6600

 Jeff T. Wilson Chief Financial Officer Microvision, Inc. 6222 185
th Avenue NE
Redmond, Washington 98052

 Re: Microvision, Inc.
  Form 10-K for the year ended December 31, 2007
  Filed March 13, 2008   Form 10-K/A for the year ended December 31, 2007
Filed April 4, 2008
  File No. 000-21221
Dear Mr. Wilson:

We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document.  Wh ere 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 revisi on 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 disclo sure.  After reviewing this information, we
may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 fr ee to call us at the
telephone numbers listed at the end of th is letter.

Jeff T. Wilson
Microvision, Inc.
April 14, 2008 Page 2    Form 10-K for the year ended December 31, 2007

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Key Accounting Policies and Estimates

1. We note you indicate that revi sions in your estimates relate d to revenue recognition using
the percentage-of-completion method could  significantly impact recognized revenue in
any one reporting period.  In order to provide better insight to the readers of your financial statements, in future filings please disclose the methodologies and the
assumptions you employ to estimate revenue and costs, how accura te the estimates or
assumptions have been in the past, and whether the estimates or assumptions have changed in the past and whether the estimat es or assumptions are reasonably likely to
change in the future.  For further guidance, pl ease refer to Section V of our Release Nos.
33-8350, available on our website at www.sec.gov/rules/interp/33-8350.htm
.
 Item 8. Financial Statements and Supplementary Data

Consolidated Statement of Cash Flows

2. Please explain to us why your classification of “increase in deferred rent” as a financing activity is in accordance with U.S. GAAP.   Re vise future filings as necessary based on
our comment.
 2. Summary of significa nt accounting policies

Cash, cash equivalents and investment securities, available-for-sale

3. We note that you consider all investments that contractually mature with 90 days of the
date of purchase to be cash equivalents.  Note that cash equiva lents are short-term, highly
liquid  investments that are readily convertible  to known amounts of ca sh.  Please refer to
paragraph 8 of SFAS 95 and conf irm that amounts presented as  cash equivalents in your
financial statements comply with the guida nce at SFAS 95.  Revise  your disclosure if
necessary in future filings based on our comment.

Jeff T. Wilson
Microvision, Inc.
April 14, 2008 Page 3   Concentration of credit risk and sales to major customers

 4. We note that you have experienced failed auctio ns on your auction rate securities.  Please
explain to us why you concluded you do not have  an “other than temporary” impairment
of your auction rate securities .  Please cite the applicable U.S. GAAP that supports your
conclusion.

Also in this regard, please include all applicable disclosures requi red by paragraph 17 of
FSP FAS 115-1 and 124-1 in future filings.  Please provide us with your proposed future disclosures.

8. Receivables from related parties

5. Please revise your disclosure in future filings to include a descripti on of the transactions
with each related party and the terms and ma nner of settlement of each arrangement with
your related party.  Refer to paragraph 2 of SFAS 57.
 Exhibit 31

 6. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule 13a-14(a) also includes the title of the
certifying individual.  Note th at the certifications required under Exchange Act Rule 13a-
14(a) must be in the exact form set forth in  Item 601(b)(31) of Re gulation S-K except as
otherwise indicated in Commission statements or  staff interpretations.  In future filings,
the identification of the certifying individual at the beginning of the certification should
be revised so as not to incl ude the individua l’s title.

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.  Pleas e furnish a cover letter
with your amendment that keys your responses to our comments and provides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

Jeff T. Wilson
Microvision, Inc. April 14, 2008 Page 4

‚ the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
 You may contact Andri Boerman, Staff Acc ountant, at (202) 551- 3645 or me at (202)
551-3603 if you have any questions regarding these co mments.  In this regard, do not hesitate to
contact Angela Crane, Branch Chief, at (202) 551-3554.           S i n c e r e l y ,

        J a y  W e b b           Reviewing Accountant