SecProbe.io

September 3, 2010

Thomas M. Walker Vice President, General Counsel & Secretary  Microvision, Inc. 6222 185th Avenue NE Redmond, Washington 98052
 Re: Microvision, Inc.
  Registration Statement on Form S-1
  Filed August 17, 2010
File No. 333-168906
Dear Mr. Walker:
We have limited our review of your registration statement to the issue we have addressed
in our comment.
 Please respond to this letter by amending your registration statement.  If you do not
believe our comment applies to your facts and ci rcumstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to the comment, we may have additional comments.

Signatures, page II-6

1. Please indicate clearly below the second pa ragraph of text required on the Signatures
page who has signed your registration statem ent in the capacity of principal accounting
officer.  See Instruction 1 to the Signatures page of Form S-1.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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 comment, in the event you request ac celeration of the pending
registration statement please pr ovide a written statement from the company acknowledging that:

Thomas M. Walker
Microvision, Inc. September 3, 2010  Page 2
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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.
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Tom Jones at (202) 551-3602 or Mary Beth Breslin at (202) 551-3625
with any questions.

Sincerely,

        R u s s e l l  M a n c u s o          B r a n c h  C h i e f      cc (via fax): Joel F. Freedman, Esq. – Ropes & Gray LLP