SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        June 6, 2011  Thomas M. Walker Vice President, General Counsel & Secretary MicroVision, Inc. 6222 185th Avenue NE Redmond, WA 98052
Re: MicroVision, Inc.
  Registration Statement on Form S-1
Filed May 10, 2011
  File No. 333-174103

Dear Mr. Walker:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances 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 these comments , we may have additional comments.
 Fee Table

 1. We note that you are seeking to register th e resale of 21,018,431 shar es of common stock
to be issued to Azimuth Opportunity Ltd. pursuant to your agreement dated May 4, 2011.
We also note that you have previously  registered 17,771,901 shares for resale by
Azimuth on a prior registration statement declared effective on September 9, 2010.
Based on the aggregate number of shares re gistered under these registration statements
relative to the number of outstanding shares held by non-a ffiliates, this transaction can
only proceed as an at-the-market offering if you are eligible to conduct a primary offering
on Form S-3.  Since it does not appear that  you are eligible to conduct such an offering
on Form S-3, please withdraw your registration statement.  You may refile a registration
statement including these securities 60 days from the date on which Azimuth and its

Thomas M. Walker, Esq.
MicroVision, Inc. June 6, 2011 Page 2
affiliates have resold substant ially all of the shares regist ered under your prior registration
statement.  Alternatively, you may reduce the nu mber of shares being registered on this
registration statement, or you may register  the resale of shares issued under your
agreement after the exercise of each put.

Forepart of the Prospectus

 2. In the forepart of your prospectus, please disclose the going concern limitation expressed
in the accountant’s report dated Ma rch 9, 2011 regarding the December 31, 2010
financial statements.  In addition, disclose your net losses for each of the periods for
which financial statements are required, as well as your accu mulated deficit as of March
31, 2011.
Risk Factors, page 2

 3. Please include appropriate risk factors to di sclose the risks presented by the equity line
agreement.  For instance, the risk fact ors should discuss, without limitation:

• The dilutive effect of the pricing me chanism on existing s ecurity holders; and

• The likelihood that you will have access to the full amount available under the
equity line agreement.
 Exhibit 23.2

 4. Please provide an opinion of counsel that doe s not contain the inappropriate limitation on
reliance that appears in the last  paragraph of the opinion.
  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 disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Thomas M. Walker, Esq.
MicroVision, Inc. June 6, 2011 Page 3
• 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 th e 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 Gabriel Eckstein at (202)  551-3286 or Mary Beth Breslin, Senior
Attorney, at (202) 551-3625 with any questions.
        S i n c e r e l y ,                               Amanda Ravitz        A s s i s t a n t  D i r e c t o r
  cc (via fax): Joel F. Freedman   Ropes & Gray LLP