SecProbe.io

Mail Stop 3030
July 26 , 201 6

Via E -mail
Stephen P. Holt
Chief Financial  Officer
Micro Vision, Inc.
6244 185th Avenue NE, Suite 100
Redmond, WA    98052

 Re: Micro Vision, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 201 5
Filed March 8 , 201 6
File No. 1-34170

Dear M r. Holt:

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment s.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comment s within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 201 5

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Revenue recognition, page 15

1. We note that you only describe your accounting for product revenue, contract revenue
and development revenue.   Considering the fac t that revenue from license agreements
represented approximately 13% of total revenue in 2015, please expand your discussion
in future filings to include a description of your accounting for royalty revenue.

Stephen P. Holt
Micro Vision, Inc.
July 26 , 2016
Page 2

 Results of Operations

Cost of product revenue and contract revenue, page 18

2. Please expand these sections in future filings to discuss the composition of these costs,
including a description of the significant components of direct costs and allocated indirect
costs.   Refer to Item 303(a)(3)(i)  of Regulation S -K.

Item 8.   Financial Statements

Note 2.   Summary of Significant Accounting Policies

Inventory, page 31

3. Please refer to ASC 330 -10-30-9 and tell us the method used to determine the cost of
your inventories (e.g., FIFO).    Provide the d isclosures required by ASC 330 -10-50-1 in
future filings.

Concentration of Credit Risk and Major Customers and Suppliers, page 33

4. You disclose that you had two customers in 2014 and 2013 that accounted for 65% and
86% of your revenue, respectively.   Cons istent with ASC 280 -10-50-42, in future filings
when revenues from transactions with a single external customer amount to 10  percent or
more of your total revenues, please disclose that fact along with the total amount of
revenues from that customer.

Note  3. Long -term Contracts, page 36

5. We note that in March 2015 you signed a license agreement with Sony to grant a non -
exclusive license to your technology.   We further note that you received an $8 million
upfront license fee and expect to recognize the amou nt into revenue over a period of eight
years.   As we note that you recorded royalty revenues of approximately $1.2 million in
fiscal 2015, please tell us the amount of the royalty revenue that related to the upfront fee,
the amount of  the upfront fee you e xpect to recognize in each of the remaining years of
the agreement and explain to us how the unrecognized portion of the upfront fee was
presented on your balance sheet as of December 31, 2015.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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.

Stephen P. Holt
Micro Vision, Inc.
July 26 , 2016
Page 3

  In responding to our comment s, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact David Burton at (202) 551 -3626 or Kate Tillan, A ssistant Chief
Accountant, at (202) 551 -3604 with any questions.   You may also reach me at (202) 551 -3671 .

Sincerely,

 /s/ Kate Tillan for

Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery