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    ROPES
                                            & GRAY LLP

    PRUDENTIAL
    TOWER

    800
    BOYLSTON STREET

    BOSTON,
    MA 02199-3600

    WWW.ROPESGRAY.COM

November
15, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Sarah Sidwell & Jennifer Angelini

  Re:
  MicroVision, Inc.

  Registration Statement on Form S-3

  Filed October 25, 2024

  File No. 333-282840

Dear
Ms. Sidwell and Ms. Angelini:

On
behalf of MicroVision, Inc. (“MicroVision” or the “Company”), we hereby submit to the Securities
and Exchange Commission (the “Commission”), via EDGAR, Amendment No. 1 (the “Amended Registration Statement”)
to the above-referenced Registration Statement on Form S-3, filed with the Commission on October 25, 2024 (the “Registration
Statement”). The Amended Registration Statement reflects revisions to the Registration Statement made in response to the comment
from the staff of the Commission (the “Staff”) in the Staff’s letter dated November 12, 2024, as well as certain
other updated information.

In
addition, we are providing the following response to the Staff’s comment. For reference purposes, the comment contained in the
Staff’s letter is reproduced below in italics and the corresponding response appears below the comment.

Registration
Statement on Form S-3 filed October 25, 2024

General

1. We
                                            note your response to our prior comment 1. Please revise your disclosure to clearly state
                                            that the 42,692,019 shares being offered are those underlying notes in the aggregate principal
                                            amount of $45,000,000 that were issued to the selling stockholder on October 23, 2024. In
                                            this regard, we note that the capitalized term “Convertible Note” appears to
                                            be used interchangeably to refer to both the $45,000,000 principal amount that has been issued
                                            and the entire $75,000,000 principal amount that may be issued. Please further revise your
                                            disclosure to clarify that you expect to register any additional shares underlying notes
                                            in the aggregate principal amount of up to $30,000,000 that may be issued in the future to
                                            the selling stockholder, and discuss the potential dilution to investors.

Response
to Comment 1:

In response to the Staff’s
comment, the Company has revised the cover page of the prospectus to clarify that the Registration Statement registers only the resale
of 42,692,019 shares of Common Stock underlying the “Initial Purchased Notes” contemplated by the Securities Purchase Agreement
in the aggregate principal amount of $45,000,000, which were issued by the Company to the selling stockholder pursuant to the Securities
Purchase Agreement in a private placement that the Company consummated on October 23, 2024. The Company has also revised the Registration
Statement on page 4 to clarify that the resale of shares of Common Stock underlying the remaining $30,000,000 of aggregate principal amount
of the notes that the Company may issue to the selling stockholder pursuant to the Securities Purchase Agreement would be registered separately.
Finally, the Company has revised the Registration Statement on page 7 to discuss the potential dilution to investors from any issuance
of the Subsequently Issued Notes.

Please
do not hesitate to call me at (617) 951-7063 with any questions or further comments you may have regarding this filing.

    Sincerely,

    /s/
    Thomas Fraser

    Thomas
    Fraser

cc: Drew
                                            G. Markham (MicroVision, Inc.)