SecProbe.io

CORRESP
 1
 filename1.htm

 MICROVISION,
Inc.

 18390
NE 68 th Street

 Redmond,
WA 98052

 May
1, 2026

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporate Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Eranga Dias

 Re: MicroVision,
 Inc.

 Registration
Statement on Form S-3 (File No. 333-295326)

 Request
for Acceleration

 Dear
Mr. Dias:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, MicroVision, Inc., a Delaware corporation (the " Company "),
hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective
at 5:00 p.m. Eastern Time on May 4, 2026, or as soon as possible thereafter. The Company hereby authorizes Thomas Fraser of Ropes &
Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 Please
call Thomas Fraser of Ropes & Gray LLP, counsel to the Company, at (617) 951-7063 as soon as the registration statement has been
declared effective.

 [ Signature
page follows ]

 Very truly yours,

 MICROVISION, INC.

 By:
 /s/ Drew G. Markham

 Name:
 Drew G. Markham

 Title:
 Senior Vice President,
 General Counsel & Secretary

 [Signature
Page to Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2026

Glen DeVos
Chief Executive Officer
MICROVISION, INC.
18390 NE 68th Street
Redmond, Washington 98052

 Re: MICROVISION, INC.
 Registration Statement on Form S-3
 Filed April 24, 2026
 File No. 333-295326
Dear Glen DeVos:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

MICROVISION,
Inc.

18390
NE 68th Street

Redmond,
WA 98052

November
19, 2024

VIA
EDGAR

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 (File No. 333-282840)

    Request
                                            for Acceleration

Dear
Ms. Sidwell and Ms. Angelini:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, MicroVision, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective
at 4:00 p.m. Eastern Time on November 21, 2024, or as soon as possible thereafter. The Company hereby authorizes Thomas Fraser of Ropes
& Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

Please
call Thomas Fraser of Ropes & Gray LLP, counsel to the Company, at (617) 951-7063 as soon as the registration statement has been
declared effective.

[Signature
page follows]

  Very
  truly yours,

  MICROVISION,
  INC.

  By:
  /s/
  Drew G. Markham

  Name:
  Drew
  G. Markham

  Title:
  Senior
  Vice President, General Counsel & Secretary

[Signature
Page to Acceleration Request]

CORRESP
1
filename1.htm

    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.)

November 12, 2024
Sumit Sharma
Chief Executive Officer
Microvision, Inc.
18390 NE 68th Street
Redmond, WA 98052
Re:Microvision, Inc.
Registration Statement on Form S-3
Filed on October 25, 2024
File No. 333-282840
Dear Sumit Sharma:
            We have reviewed your response and have the following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 5, 2024 letter.
Registration Statement on Form S-3 filed on 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.

November 12, 2024
Page 2
            Please contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Thomas Fraser

CORRESP
1
filename1.htm

  ROPES
                                            & GRAY LLP

PRUDENTIAL
TOWER

800
BOYLSTON STREET

BOSTON,
MA 02199-3600

WWW.ROPESGRAY.COM

November
7, 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, the following response to the comment from the staff of the
Commission (the “Staff”) in the Staff’s letter dated November 5, 2024 on the above-referenced Registration Statement
on Form S-3, filed on October 25, 2024 (the “Registration Statement”). 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 that you seek to register shares of common stock underlying the Convertible Note that
                                            are issuable in the future. Section 1(e) of the Securities Purchase Agreement, dated October
                                            14, 2024, states that the Buyer “shall only be required to purchase from the Company
                                            such Subsequently Purchased Notes as is set forth on the applicable Subsequently Purchased
                                            Notes Notice if such Subsequently Purchased Notes Notice is accepted by the Buyer exercising
                                            its sole discretion.” Please note that it is not appropriate to register the resale
                                            of common stock underlying a convertible security that has not yet been issued unless the
                                            selling shareholder is irrevocably bound to purchase the convertible security and is at market
                                            risk at the time the registration statement is filed. Here, it appears that the Buyer is
                                            able to exercise its discretion in purchasing Subsequently Purchased Notes, and so is not
                                            irrevocably bound to purchase the securities. Please revise your registration statement as
                                            necessary to remove the resale of all shares underlying the Subsequently Purchased Notes,
                                            or advise. Refer to Question 139.11 of our Compliance and Disclosure Interpretations relating
                                            to Securities Act Sections.

Response
to Comment 1:

The
Company advises the Staff that the Registration Statement does not seek to register shares of common stock underlying the Convertible
Note that are issuable in the future. Instead, the Registration Statement registers only the resale of shares of Common Stock underlying
the “Initial Purchased Notes” contemplated by the Securities Purchase Agreement in the aggregate principal amount of $45,000,000.
As disclosed in the Registration Statement, the shares offered thereby are issuable pursuant to the senior secured convertible note sold
by the Company pursuant to the Securities Purchase Agreement in a private placement that the Company consummated on October 23, 2024.
The resale of shares of Common Stock underlying any Subsequently Purchased Notes, if any, would be registered separately. The Company
therefore respectfully submits that no revision to the Registration Statement is necessary to address the concern raised by the Staff.

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.)

November 5, 2024
Sumit Sharma
Chief Executive Officer
Microvision, Inc.
18390 NE 68th Street
Redmond, WA 98052
Re:Microvision, Inc.
Registration Statement on Form S-3
Filed on October 25, 2024
File No. 333-282840
Dear Sumit Sharma:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed on October 25, 2024
General
We note that you seek to register shares of common stock underlying the Convertible
Note that are issuable in the future. Section 1(e) of the Securities Purchase
Agreement, dated October 14, 2024, states that the Buyer "shall only be required to
purchase from the Company such Subsequently Purchased Notes as is set forth on the
applicable Subsequently Purchased Notes Notice if such Subsequently Purchased
Notes Notice is accepted by the Buyer exercising its sole discretion." Please note that
it is not appropriate to register the resale of common stock underlying a convertible
security that has not yet been issued unless the selling shareholder is irrevocably
bound to purchase the convertible security and is at market risk at the time the
registration statement is filed. Here, it appears that the Buyer is able to exercise its
discretion in purchasing Subsequently Purchased Notes, and so is not irrevocably 1.

November 5, 2024
Page 2
bound to purchase the securities. Please revise your registration statement as
necessary to remove the resale of all shares underlying the Subsequently Purchased
Notes, or advise. Refer to Question 139.11 of our Compliance and Disclosure
Interpretations relating to Securities Act Sections.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Thomas Fraser

August 16, 2019
Stephen P. Holt
Chief Financial Officer
MicroVision, Inc.
6244 185th Avenue NE, Suite 100
Redmond, WA 98052
Re:MicroVision, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 6, 2019
File No. 001-34170
Dear Mr. Holt:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
1
filename1.htm

CORRESP

 MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, WA 98052

 August 1, 2019

BY EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Eric Atallah, Kevin Kuhar

Re:
 Comment Letter Dated July 18, 2019

 MicroVision, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2018

 Filed March 6, 2019

 Response dated June 28, 2019

 File No. 001-34170

Ladies and Gentlemen:

 MicroVision, Inc. (the
“Company”) hereby submits this response to the comment letter dated July 18, 2019 of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission relating to the
Company’s above-referenced Annual Report on Form 10-K and Response Letter dated June 28, 2019. For your convenience, we have reproduced the Staff’s comment in italics below, followed by the
Company’s response.

 Form 10-K for the Fiscal Year Ended December 31, 2018

Exhibits

 1. Your response to prior
comment 1 does not address the financial impact of the five-year license agreement signed in May 2018 and the contract services agreement signed in April 2017. We note that substantially all of your revenue for the year ended December 31, 2018
was derived from these agreements. In light of the significance of these agreements to your total revenues and cash flows, please explain how you considered the financial implications in concluding that your business is not substantially dependent
on the agreements. Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.

 Response to Comment 1:

As discussed with the Staff, in arriving at the conclusion that the referenced agreements are not required to be filed, the Company did consider the financial
implications of such agreements. The Company does not dispute that a significant part of its revenues for 2018 were derived from the five-year license agreement signed in May 2018 (the “May 2018 Agreement”) and that a significant
part of its revenues for 2018 and 2019 were derived from the contract services

Securities and Exchange Commission

August 1, 2019

Division of Corporation Finance

agreement signed in April 2017 (the “April 2017 Agreement”). However, as set forth in detail below, neither of these agreements constitutes “a contract upon which the
registrant’s business is substantially dependent, as in the case of continuing contracts to sell the major part of registrant’s products or services or to purchase the major part of registrant’s requirements of goods, services or raw
materials or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which registrant’s business depends to a material extent” as described in Item 601(b)(10)(ii)(B) of Regulation S-K. Although each of these agreements is part of the overall business activities of the Company aimed at developing a market and demand for its technology, engines and components, the Company’s business
strategy is focused on selling engines and components and licensing technology to original design manufacturers (ODMs) and original equipment manufacturers (OEMs), and neither agreement involves any commitment or certainty of the Company selling any
significant products or components in the future. Accordingly, neither involves either a continuing contract to sell a major part of the Company’s products or a license on which the Company’s business depends to a material extent.

As noted in the Company’s prior response letter and described in the Company’s public filings, the Company’s business strategy is to
commercialize its PicoP scanning technology by enabling OEMs and ODMs to produce end-user products via three go-to-market paths:
design and sell laser beam scanning (LBS) engines directly to OEMs and ODMs to incorporate inside their products; license its LBS technology and sell key components to OEMs and ODMs to create their own scanning engines; and license LBS technology to
OEMs and ODMs who developed their own key components or subsystems. The Company believes that each of the referenced agreements clearly ordinarily accompanies the Company’s business as described in its reports filed with the Securities and
Exchange Commission, but that the Company is nevertheless not substantially dependent on either of the agreements in connection with its ongoing business strategy.

While the April 2017 Agreement was entered into in furtherance of this business strategy, it is a development services agreement—not a continuing
contract for the purchase or license of the Company’s engine components or technology. Under the terms of this agreement, the Company will receive $15.1 million in fees over 26 months for development contingent on completion of milestones.
In June 2019, the Company invoiced for the final milestone payment for development work, indicating that the Company’s development services obligations have been substantially completed. The milestone payments made by the counterparty relating
to nine fiscal quarters provided only about $4.6 million in margin above the costs incurred in connection with the Company’s related work. The purpose of this contract was to develop enhancements for the Company’s components that the
counterparty was considering for inclusion in its future products. If successful, the Company would be in a position to sell the counterparty relevant components, and the $10 million up-front payment
would be credited against any such future purchases of components (as disclosed in the Company’s Exchange Act reports). There is no assurance that the agreement will lead to the purchase or license by the counterparty of a significant volume of
components or technology. As a result, notwithstanding the significance of the payments in the short term, as a development services agreement, the April 2017 Agreement does not constitute a continuing contract for a major part of the Company’s
products or services and the Company is not substantially dependent on this agreement.

 -2-

Securities and Exchange Commission

August 1, 2019

Division of Corporation Finance

 The May 2018 Agreement grants an exclusive license to the Company’s technology for display-only
applications. As part of the agreement, the Company received a first payment of $5.0 million in June 2018 and the second payment of $5.0 million in October 2018. If this counterparty acquires customers for any such applications, it would
be required to purchase needed components from the Company; however, no such purchases can be assured. During 2018, the Company completed the performance obligations required by the contract and, as a result, recognized $10.0 million in license
and royalty revenue during 2018. Like the April 2017 Agreement, while the payments from this agreement were significant in the short term, the Company does not depend on the May 2018 Agreement as its revenue-generating activity pursuant to its
articulated business strategy. In addition, given the nature of the agreement, the uncertainty of the counterparty’s ability to commercialize products that would result in sales of the Company’s components to this counterparty (also like
the April 2017 Agreement), notwithstanding the significance of the payments in the short term, the May 2018 Agreement does not constitute a continuing contract for a major part of the Company’s products or services and the Company is not
substantially dependent on this agreement.

 The Company also advises the Staff that it has disclosed in its Exchange Act filings the terms of each of
these agreements that it believes could be material to an investor, including the amounts required to be paid to the Company, the Company’s significant obligations and related risks. As a result, in addition to not being required pursuant to
Item 601 of Regulation S-K, the Company believes that filing these agreements is not necessary for the protection of investors and would not provide investors with meaningful additional information.

*    *    *

The Company acknowledges that it is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of
action by the Staff.

 If you have any questions relating to the foregoing, please contact the undersigned at (425)
882-6625, Joel Freedman of Ropes & Gray LLP at (617) 951-7309, or Tom Fraser of Ropes & Gray LLP at (617)
951-7063.

Sincerely,

MicroVision, Inc.

By:

 /s/ Stephen P. Holt

Name:

Stephen P. Holt

Title:

Chief Financial Officer

 -3-

July 18, 2019
Stephen P. Holt
Chief Financial Officer
MicroVision, Inc.
6244 185th Avenue NE, Suite 100
Redmond, WA 98052
Re:MicroVision, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 6, 2019
Response dated June 28, 2019
File No. 001-34170
Dear Mr. Holt:
            We have reviewed your June 28, 2019 response to our comment letter and have the
following comment.  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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 3, 2019 letter.
Form 10-K for the Fiscal Year Ended December 31, 2018
Exhibits
1.Your response to prior comment 1 does not address the financial impact of the five-year
license agreement signed in May 2018 and the contract services agreement signed in April
2017.  We note that substantially all of your revenue for the year ended December 31,
2018 was derived from these agreements.  In light of the significance of these agreements
to your total revenues and cash flows, please explain how you considered the financial
implications in concluding that your business is not substantially dependent on the
agreements.  Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.

 FirstName LastNameStephen P.  Holt
 Comapany NameMicroVision, Inc.
 July 18, 2019 Page 2
 FirstName LastName
Stephen P.  Holt
MicroVision, Inc.
July 18, 2019
Page 2
            Please contact Eric Atallah at (202) 551-3663 or Kevin Kuhar, Accounting Branch Chief,
at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
1
filename1.htm

CORRESP

 MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, WA 98052

 June 28, 2019

BY EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington,
D.C. 20549

 Attn: Eric Atallah, Kevin Kuhar

Re:
 Comment Letter Dated June 3, 2019

MicroVision, Inc.

 Form
10-K for the Fiscal Year Ended December 31, 2018

 Filed March 6, 2019

File No. 001-34170

Ladies and Gentlemen:

 MicroVision, Inc. (the
“Company”) hereby submits this response to the comment letter dated June 3, 2019 of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission relating to the
Company’s above-referenced Annual Report on Form 10-K. For your convenience, we have reproduced the Staff’s comment in italics below, followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2018

Exhibits

1.
 We note the discussion on page 18 within MD&A of the five-year license agreement signed in May 2018 and
the contract services agreement signed in April 2017. Please tell us where you have filed these agreements or how you determined that you did not need to file them pursuant to the requirements of Item 601(b)(10) of Regulation S-K.

 Response to Comment 1:

The Company advises the Staff that it has determined that the two agreements in question are not required to be filed under Item 601(b)(10) of Regulation S-K. As further described below, each referenced agreement is such as ordinarily accompanies the kind of business conducted by the Company and neither such agreement falls within the categories set forth in
subsections (A) through (D) of Item 601(b)(10)(ii). The only category that could potentially apply to the two contracts is Item 601(b)(10)(ii)(B), which requires contracts made in the ordinary course of business to be filed if the
registrant’s business is substantially dependent upon them. The Company is not, however, substantially dependent on either of these agreements, and as a result the agreements are not required to be filed.

 Securities and Exchange Commission

 Division of
Corporation Finance

 June 28, 2019

 Each of the referenced agreements ordinarily accompanies the Company’s business as described in its
reports filed with the Securities and Exchange Commission. The Company’s business strategy, as described in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in its Annual Reports on Form 10-K filed with the Securities and Exchange Commission in 2017, 2018 and 2019, has been to commercialize its scanning technology by enabling original equipment manufacturers (OEMs) and original design manufacturers
(ODMs) to produce end-user products via multiple paths, including to “license our LBS technology and sell key components to ODMs and OEMs to create their own scanning engines; and license LBS technology
to ODMs and OEMs …”.

 As previously disclosed by the Company, the May 2018 license agreement is a five-year license agreement with a customer
granting the customer an exclusive license to the Company’s laser beam scanning (LBS) technology for limited display-only applications. The Company would provide any related LBS components needed by the customer if it commercializes the
licensed technology. This agreement is consistent with the Company’s announced business plan. As a license of the Company’s technology, the May 2018 license agreement was clearly of the type that ordinarily accompanies the kind of business
conducted by the Company. Further, the Company’s business is not substantially dependent on this agreement. The intellectual property licensed pursuant to the May 2018 agreement permits only a non-core
use of the Company’s technology (“display only”), and the Company does not need to provide any updated intellectual property during the duration of the agreement. While scanning engines with the Company’s technology can operate
in three modes – display only, display and sensing combined, and sensing only – the Company is currently principally focused on the latter two categories. As a result, and given the uncertainty of the customer’s ability to
commercialize products that would result in sales of the Company’s components to this customer, the Company’s business and prospects are not dependent in any meaningful way on the development or commercialization of the technology licensed
pursuant to this agreement.

 In April 2017, the Company signed a contract with a technology company to develop an LBS display
system. Under this agreement, the Company would develop a new generation of MEMS, ASIC and related firmware for a high resolution, LBS-based product that the technology company was planning to produce. As a
contract for the development and potential commercialization of products incorporating the Company’s technology, in light of the Company’s business strategy (as described above), this agreement is also clearly of the type that ordinarily
accompanies the kind of business conducted by the Company. It is very common for technology companies to collaborate with one another on the development and commercialization of new potential products, and indeed that has long been a key part of the
Company’s business strategy, as it seeks to license its technology to other companies for incorporation into their engines or other products for projection and other potential uses. The Company’s business is also not substantially
dependent on this contract. While the Company is optimistic about the potential uses of its technology and its long-standing strategy to enter into development contracts with customers, the ultimate commercial success of those arrangements depends
on the extent to which the customer decides to incorporate the Company’s technology into products. Given the uncertainty regarding the customer’s future use of the Company’s technology in its products, and the uncertainty regarding
payments the Company could receive in the future, the Company’s business is not currently dependent in any meaningful way on this contract.

 -2-

 Securities and Exchange Commission

 Division of
Corporation Finance

 June 28, 2019

 *  *  *

The Company acknowledges that it is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of
action by the Staff.

 If you have any questions relating to the foregoing, please contact the undersigned at (425)
882-6625, Joel Freedman of Ropes & Gray LLP at (617) 951-7309, or Tom Fraser of Ropes & Gray LLP at (617)
951-7063.

Sincerely,

MicroVision, Inc.

By:

 /s/ Stephen P. Holt

Name:

Stephen P. Holt

Title:

Chief Financial Officer

 -3-

CORRESP
1
filename1.htm

CORRESP

 MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, WA 98052

 June 11, 2019

BY EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Eric Atallah, Kevin Kuhar

Re:
 Comment Letter Dated June 3, 2019

 MicroVision, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2018

 Filed March 6, 2019

 File No. 001-34170

Ladies and Gentlemen:

 MicroVision, Inc. (the
“Company”) confirms that it has received a Comment Letter from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission, dated June 3, 2019, regarding the above-referenced filing. The Comment
Letter requests that the Company respond within ten business days or advise the Staff when the Company will respond. The Company is working with management and its advisors to address the Comment Letter but requires additional time to complete its
response. The Company hereby advises the Staff that it will respond to the Comment Letter on or before July 1, 2019. The Company appreciates the Staff’s willingness to allow for the additional time.

If you have any questions relating to the foregoing, please contact the undersigned at (425) 882-6625,
Joel Freedman of Ropes & Gray LLP at (617) 951-7309, or Tom Fraser of Ropes & Gray LLP at (617) 951-7063.

Sincerely,

MicroVision, Inc.

By:

/s/ Stephen P. Holt

Name:

Stephen P. Holt

Title:

Chief Financial Officer

June 3, 2019
Stephen P. Holt
Chief Financial Officer
MicroVision, Inc.
6244 185th Avenue NE, Suite 100
Redmond, WA 98052
Re:MicroVision, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 6, 2019
File No. 001-34170
Dear Mr. Holt:
            We have reviewed your filing and have the following comment.  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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Exhibits
1.We note the discussion on page 18 within MD&A of the five-year license agreement
signed in May 2018 and the contract services agreement signed in April 2017. Please tell
us where you have filed these agreements or how you determined that you did not need to
file them pursuant to the requirements of Item 601(b)(10) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameStephen P.  Holt
 Comapany NameMicroVision, Inc.
 June 3, 2019 Page 2
 FirstName LastName
Stephen P.  Holt
MicroVision, Inc.
June 3, 2019
Page 2
            Please contact Eric Atallah at (202) 551-3663 or Kevin Kuhar, Accounting Branch Chief,
at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
1
filename1.htm

CORRESP

 MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, Washington 98052

 November 9, 2018

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Michael Fay

Re:
 MicroVision, Inc. — Request for Acceleration of Effectiveness of

Registration Statement on Form S-3 (File
No. 333-228113)

 Dear Michael Fay:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, MicroVision, Inc. (the “Company”) hereby requests that the
Company’s Registration Statement on Form S-3 (File No. 333-228113) (the “Registration Statement”) be declared effective at 4:00 P.M. (New York
time) on Tuesday, November 13, 2018, or as soon as possible thereafter.

 Please contact Amanda Whitney of Ropes & Gray LLP
at (415) 315-1264 (amanda.whitney@ropesgray.com), Thomas Fraser of Ropes & Gray LLP at (617) 951-7063 (thomas.fraser@ropesgray.com) or Joel
Freedman of Ropes & Gray LLP at (617) 951-7309 (joel.freedman@ropesgray.com) when the Registration Statement is declared effective or if you have any questions. Thank you for your assistance.

 Very truly yours,

MICROVISION, INC.

By:

 /s/ David J. Westgor

Name: David J. Westgor

 Title: Vice President, General

Counsel & Secretary

November 9, 2018
David J. Westgor
Vice President, General Counsel, and Secretary
MicroVision, Inc.
6244 185th Avenue NE, Suite 100
Redmond, Washington 98052
Re:MicroVision, Inc.
Registration Statement on Form S-3
Filed November 1, 2018
File No. 333-228113
Dear Mr. Westgor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Fay at 202-551-3812 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Joel F. Freedman

CORRESP
1
filename1.htm

Acceleration Request

 Ladenburg Thalmann & Co. Inc.

277 Park Avenue, 26th Floor

New York, NY 10172

 June 11, 2018

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
MicroVision, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-222857)

Ladies and Gentlemen:

 In connection with the
above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Ladenburg Thalmann & Co. Inc., as the representative of the underwriters, hereby joins in the request of
the Company that the effective date of such registration statement be accelerated to 5:00 p.m. (New York time) on June 11, 2018, or as soon thereafter as practicable.

In making this request the undersigned acknowledges that the underwriters are aware of their obligations under the Act as they relate to the
public offering of securities pursuant to the registration statement.

 [Signature Page Follows]

 Very truly yours,

LADENBURG THALMANN & CO. INC.

 As the
Representative of the Underwriters

By:

/s/ Barry Steiner

Name:

Barry Steiner

Title:

Managing Director

CORRESP
1
filename1.htm

Acceleration Request

 MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, Washington 98052

 June 11, 2018

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Heather Percival

Re:
MicroVision, Inc. — Request for Acceleration of Effectiveness of

 Registration
Statement on Form S-1 (File No. 333-222857)

 Dear
Ms. Percival:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, MicroVision, Inc. (the “Company”)
hereby requests that the Company’s Registration Statement on Form S-1 (File No. 333-222857) (the “Registration Statement”) be declared
effective at 5:00 P.M. (New York time) on Monday, June 11, 2018 or as soon as possible thereafter.

 In connection with the
above-referenced filing, the Company hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing, (ii) 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 (iii) the Company may not assert staff comments or the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

 The Company acknowledges its responsibilities under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

Please contact Amanda Whitney of Ropes & Gray LLP at (415) 315-1264
(amanda.whitney@ropesgray.com), Thomas Fraser of Ropes & Gray LLP at (617) 951-7063 (thomas.fraser@ropesgray.com) or Joel Freedman of Ropes & Gray LLP at (617) 951-7309 (joel.freedman@ropesgray.com) when the Registration Statement is declared effective or if you have any questions. Thank you for your assistance.

Very truly yours,

 MICROVISION, INC.

By:

 /s/ David J. Westgor

Name: David J. Westgor

 Title: Vice President, General

Counsel & Secretary

Mail Stop 3030
August 1 6, 2016

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

 Re: MicroVision, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2015
Filed March 8 , 2016
File No. 1-34170

Dear M r. Holt:

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Martin James

Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

CORRESP
1
filename1.htm

CORRESP

 MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, WA 98052

 August 11, 2016

BY EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Martin James, Kate Tillan, David
Burton, Martin James

Re:
Comment Letter Dated August 10, 2016

 MicroVision, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed March 8, 2016

File No. 1-34170

 Ladies and
Gentlemen:

 MicroVision, Inc. (the “Company”) hereby submits this response to the comment letter dated August 10, 2016 of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission relating to the Company’s above-referenced Annual Report on Form 10-K. For your convenience, we have reproduced the Staff’s
comment in italics below, followed by the Company’s response.

 Form 10-K for the Fiscal Year Ended December 31, 2015

1.
The acknowledgement at the end of your letter states that you acknowledge the staff’s position rather than providing your acknowledgment. Please provide, in writing, a statement from the company 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.

Response to Comment 1:

 In response to the Staff’s
comment, the Company has included an updated acknowledgment at the end of this letter.

Securities and Exchanıge Commission

August 11, 2016

Division of Corporation Finance

 *     *     *

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) 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 (iii) 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.

 If you have any questions relating to the foregoing, please contact the
undersigned at (425) 882-6625, Joel Freedman of Ropes & Gray LLP at (617) 951-7309, or Tom Fraser of Ropes & Gray LLP at (617) 951-7063.

Sincerely,

MicroVision, Inc.

By:

  /s/ Stephen P. Holt

Name:

Stephen P. Holt

Title:

Chief Financial Officer

 -2-

Mail Stop 3030
August 10, 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 reviewed  your August 5, 2016 response to our comment letter and have the
following comment.  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 comment  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 appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our July 26,
2016 le tter.

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

General

1. The acknowledgement at the end of your letter states that you  acknowledge the staff’s
position  rather than providing your acknowledgment .  Please provide, in writing, a
statement from the company 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

Stephen  P. Holt
Micro Vision, Inc.
August 10, 2016
Page 2

  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, Assistant 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

CORRESP
1
filename1.htm

CORRESP

 MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, WA 98052

 August 5, 2016

BY EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Martin James, Kate Tillan, David
Burton

Re:
Comment Letter Dated July 26, 2016

MicroVision, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed March 8, 2016

File No. 1-34170

 Ladies and Gentlemen:

MicroVision, Inc. (the “Company”) hereby submits this response to the comment letter dated July 26, 2016 of the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission relating to the Company’s above-referenced Annual Report on Form 10-K. For your convenience, we have reproduced the Staff’s comments in italics
below, followed by the Company’s responses.

 Form 10-K for the Fiscal Year Ended December 31, 2015

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 fact 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.

 Response
to Comment 1:

 In response to the Staff’s comment, in future filings the Company will expand its discussion to include a description of its
accounting for royalty revenue.

 Securities and Exchange Commission

 Division of
Corporation Finance

August 5, 2016

 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.

 Response to Comment 2:

In response to the Staff’s comment, in future filings the Company will expand these sections to discuss the composition of these costs, including a
description of the significant components of direct costs and allocated indirect costs.

 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 disclosures required by ASC 330-10-50-1 in future filings.

Response to Comment 3:

 The Company advises the
Staff that the cost of inventory is computed using the first-in, first-out (FIFO) method.

 In response to the Staff’s comment, in future filings the
Company will provide the disclosures required by ASC 330-10-50-1.

 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. Consistent 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.

Response to Comment 4:

 In response to the Staff’s
comment, in future filings, when revenues from transactions with a single external customer amount to 10 percent or more of the Company’s total revenues, the Company will disclose that fact along with the total amount of revenues from that
customer.

 -2-

 Securities and Exchange Commission

 Division of
Corporation Finance

August 5, 2016

 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
amount 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 expect 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.

Response to Comment 5:

 The Company advises the Staff
that the amount of royalty revenues recognized in fiscal 2015 related to the upfront fee was $849,000. We expect to recognize the upfront fee on a straight line basis over the term of the agreement, resulting in recognition of approximately $1.0
million ($999,000 to $1,002,000 depending upon leap years) in royalty revenue resulting from the upfront fee in each of the years from 2016 through 2022, and we expect to recognize the residual $151,000 of the upfront fee during the first fiscal
quarter of 2023. On the balance sheet as of December 31, 2015, $1,002,000 of the unrecognized portion of the upfront fee was presented as the current portion of deferred revenue, and the remaining $6,149,000 was presented as the non-current
portion of deferred revenue.

 *     *     *

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) it is the Staff’s view that 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.

 We hope that the foregoing has been
responsive to the Staff’s comments. If you have any questions relating to the foregoing, please contact the undersigned at (425) 882-6625, Joel Freedman of Ropes & Gray LLP at (617) 951-7309, or Tom Fraser of Ropes &
Gray LLP at (617) 951-7063.

Sincerely,

MicroVision, Inc.

By:

 /s/ Stephen P. Holt

Name:

Stephen P. Holt

Title:

Chief Financial Officer

 -3-

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

CORRESP
1
filename1.htm

Acceleration Request

 MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, Washington 98052

 June 21, 2016

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Timothy Buchmiller

Re:
MicroVision, Inc. — Request for Acceleration of Effectiveness of

Registration Statement on Form S-3 (File No. 333-211869)

 Dear Mr. Buchmiller:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, MicroVision, Inc. (the “Company”) hereby requests that the
Company’s Registration Statement on Form S-3 (File No. 333-211869) (the “Registration Statement”) be declared effective at 4:00 P.M. Eastern Standard Time on Wednesday, June 22, 2016, or as soon as possible
thereafter.

 In connection with the above-referenced filing, the Company hereby acknowledges that (i) should the Securities and
Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, (ii) 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 (iii) the
Company may not assert staff comments or the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

 Please contact Thomas Fraser of Ropes & Gray LLP at (617) 951-7063
(thomas.fraser@ropesgray.com) or Joel Freedman of Ropes & Gray LLP at (617) 951-7309 (joel.freedman@ropesgray.com) when the Registration Statement is declared effective or if you have any questions. Thank you for your assistance.

Very truly yours,

 MICROVISION, INC.

 By:

 /s/ David J. Westgor

Name: David J. Westgor

 Title: Vice President, General

 Counsel &
Secretary

Mail Stop 3030
June 20 , 2016

Alexander Tokman
Chief Executive Officer
MicroVision, Inc.
6244 185th Avenue NE, Suite 100
Redmond, Washington 98052

Re: MicroVision , Inc.
  Registration Statement on Form S-3
Filed  June 6 , 2016
  File No.  333-211869

Dear Mr. Tokman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 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.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 and 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 46 1 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities un der

Alexander Tokman
MicroVision, Inc.
June 20 , 2016
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Tim Buchmiller  at (202) 551 -3635  with any questions.

Sincerely,

/s/ Tim Buchmiller  for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Joel F. Freedman, Esq.
Ropes & Gray LLP

CORRESP
1
filename1.htm

Correspondence Letter

 July 6, 2011

 VIA FACSIMILE AND VIA EDGAR

 Joseph McCann

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
MicroVision, Inc. — Request for Acceleration of Effectiveness of

 Registration Statement on Form S-1 (File No. 333-174103)

 Dear Mr. McCann:

 In connection with the above-referenced filing, MicroVision, Inc. (the “Company”) hereby acknowledges that
(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing, (ii) 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 (iii) the Company may not assert staff comments or the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Company’s Registration
Statement on Form S-1 (File No. 333-174103) as amended by Amendment No. 1 to Form S-1 dated June 15, 2011 (the “Registration Statement”) be declared effective by 4:30 P.M. Eastern Standard Time on July 8, 2011 or
as soon as possible thereafter.

 The Company acknowledges its responsibilities under the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

 Please call Alyssa Minsky of Ropes & Gray LLP at (617) 951-7232 when the Registration Statement is declared effective or if you have any questions. Thank you for your assistance.

Very truly yours,

MICROVISION, INC.

By:

 /s/ Thomas M. Walker

Name: Thomas M. Walker

Title: Vice President, General Counsel

MicroVision, Inc.

 6222 185th Avenue NE

 Redmond, WA 98052, USA

 Tel  (425) 415-6847

 Fax (425) 882-6600

microvision.com

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

CORRESP
1
filename1.htm

Correspondence Letter

 Microvision, Inc.

6222 185th Avenue NE

Redmond, Washington 98052

September 9, 2010

 VIA FACSIMILE
AND VIA EDGAR

 Russell Mancuso

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:

Microvision, Inc. — Request for Acceleration of Effectiveness of Registration

Statement on Form S-1 (File No. 333-168906)

 Dear
Mr. Mancuso:

 In connection with the above-referenced filing, Microvision, Inc. (the “Company”) hereby
acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing, (ii) 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 (iii) the Company may not assert staff comments or the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the
Company’s Registration Statement on Form S-1 (File No. 333-168906) (the “Registration Statement”) be declared effective by 4:30 P.M. Eastern Standard Time on September 9, 2010 or as soon as possible thereafter.

 The Company acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended, as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

Please note that pursuant to discussions with the staff, this correspondence modifies clause (iii) of the first paragraph in
correspondence dated September 7, 2010 by noting that staff comments shall not be asserted as a defense in any proceeding initiated by the Commission.

Please call Brian Elworthy of Ropes & Gray LLP at (617) 235-4907 when the Registration Statement is declared effective or
if you have any questions. Thank you for your assistance.

 Very truly yours,

MICROVISION, INC.

By:

 /s/ Thomas M. Walker

Name: Thomas M. Walker

Title: Vice President, General Counsel

CORRESP
1
filename1.htm

SEC CORRESPONDENCE

 September 7, 2010

Securities and Exchange Commission

 Washington,
DC 20549

Attention:
Russell Mancuso

 Branch Chief

Re:
Microvision, Inc.

 Registration
on Form S-1

 Filed August 17, 2010

File No. 333-168906

 Dear
Mr. Mancuso:

 This letter is in response to the letter (the “Comment Letter”) dated September 3, 2010,
from you on behalf of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) to Mr. Thomas M. Walker, Vice President, General Counsel & Secretary of Microvision, Inc. (the
“Company”), with respect to the above-referenced filing.

 The Company respectfully submits the following information
in response to the Comment Letter.

 Comment: Signature, page II-6

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

Response:

 The Company notes that Jeff
Wilson, the Company’s Chief Financial Officer is both the Company’s principal accounting officer and principal financial officer and has signed the above referenced registration statement in both capacities. The Company will indicate on
all future filings on the Signatures page who has signed in the capacity of principal accounting officer.

 In connection with your response to
the Comment Letter, the Company hereby acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 Staff comments or changes to disclosure in response to staff comment 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.

 - 2 -

 The Company further understands that the Division of Enforcement has access to all information provided to
the staff of the Division of Corporation Finance in the staff’s review of the Company’s filing or in response to the staff’s comments on the Company’s filing.

Please direct any questions, comments and advice to the undersigned at 425-936-6801

Sincerely,

 /s/ Thomas M. Walker

Thomas M. Walker

 Vice President, General
Counsel & Secretary

cc:
Tom Jones, SEC

 Mary Beth
Breslin, SEC

 Joel F. Freedman

CORRESP
1
filename1.htm

ACCELERATION REQUEST

 Microvision, Inc.

6222 185th Avenue NE

Redmond, Washington 98052

September 7, 2010

 VIA FACSIMILE AND
VIA EDGAR

 Russell Mancuso

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Microvision, Inc.—Request for Acceleration of Effectiveness of Registration

Statement on Form S-1 (File No. 333-168906)

Dear Mr. Mancuso:

 In
connection with the above-referenced filing, Microvision, Inc. (the “Company”) hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, (ii) 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 (iii) the Company may not assert the declaration of effectiveness as defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, the Company hereby requests that the Company’s Registration Statement on Form S-1 (File No. 333-168906) (the “Registration Statement”) be declared effective by 4:30 P.M. Eastern
Standard Time on September 9, 2010 or as soon as possible thereafter.

 The Company acknowledges its responsibilities
under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

Please call Brian Elworthy of Ropes & Gray LLP at (617) 235-4907 when the Registration Statement is declared effective or
if you have any questions. Thank you for your assistance.

 Very truly yours,

MICROVISION, INC.

By:

/s/ Thomas M. Walker

 Name: Thomas M. Walker

Title:   Vice President, General Counsel

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

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 6010
May 14, 2008

VIA U.S. MAIL

 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   File No. 000-21221
Dear Mr. Wilson:
  We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,
       A n g e l a  C r a n e         B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 May 13, 2008

 Via EDGAR

 Mr. Jay Webb, Reviewing Accountant

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

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. Webb:

In addition to our response of May 1, 2008, the Company acknowledges the following:

•

 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.

 *    *

 Mr. Jay Webb, Reviewing Accountant

 Division of Corporation Finance

 May 13, 2008

 Page 2

 If you have any questions about the foregoing, do not hesitate to contact me.

Very truly yours,

 /s/ Jeff Wilson

 Jeff Wilson

 Chief Financial
Officer

 JW/cr

CORRESP
1
filename1.htm

Response Letter

 May 1, 2008

 Via EDGAR

 Mr. Jay Webb, Reviewing Accountant

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

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. Webb:

On behalf of Microvision, Inc. (the “Company”), we set forth below responses to your April 14, 2008 letter to the Company. These
responses correspond to the numbered comments in your letter.

 Microvision,
Inc.  •  6222 185th Avenue NE  •  Redmond, WA
98052  •  USA

 Phone: 425.415.6847  •  fax:
425.882.6600  •  web: www.microvision.com

 Mr. Jay Webb, Reviewing Accountant

 Division of Corporation Finance

 May 1, 2008

  Page
 2

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

 Comment 1: We note you indicate that revision in your estimates related 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 accurate the estimates or
assumptions have been in the past, and whether the estimates or assumptions are reasonably likely to change in the future. For further guidance, please refer to Section V of our Release Nos. 33-8350, available on our website at
www.sec.gov/rules/interp/33-850.htm.

 Response: The Company acknowledges the comment and confirms that it will provide a better description of
the methodologies and assumptions used to estimate cost and revenue, how accurate the estimates have been in the past and whether the estimates are reasonably likely to change in the future. The proposed language to be included in future filings is
included below:

 Revenue Recognition. We recognize contract revenue as work progresses on long-term, cost plus fixed fee and fixed price contracts
using the percentage-of-completion method, which relies on estimates of total expected contract revenue and costs. Our revenue contracts generally include a statement of the work we are to complete and the total fee we will earn from the contract.
When we begin work on the contract and at the end of each accounting period we work with the members of our technical team to estimate the labor and material and other cost required to complete the statement of work compared to cost incurred to
date. We use information provided by project managers, vendors, outside consultant and others as we deem necessary to develop our cost estimates. Since our contracts generally require some level of technology development to complete, the actual cost
required to complete a statement of work can vary from our estimated cost to complete. We have developed processes that allow us to make reasonable estimates of the cost to complete a contract. Historically we have made only immaterial revisions in
the estimates to complete the contract at each reporting period. Recognized revenues are subject to revisions as the contract progresses to completion and actual revenue and cost become certain. Revisions in revenue estimates are reflected in the
period in which the facts that give rise to the revision become known. In the future, revisions in these estimates could significantly impact recognized revenue in any one reporting period. If the U.S. Government cancels a contract, we would receive
payment for work performed and costs committed to prior to the cancellation.

 Mr. Jay Webb, Reviewing Accountant

 Division of Corporation Finance

 May 1, 2008

  Page
 3

Item 8.
Financial Statements and Supplementary Data

 Comment
2: Please explain to us why your classification of “increase in deferred rent” as a financing activity is in accordance with U.S. GAAP. Revise future filings as necessary based on our comment.

 Response: The Company acknowledges the comment and confirms that the “increase in deferred rent” should be presented in the cash flows from operating
activities. The Company will revise future filings to reflect the change in cash flows from operating activities and financing activities for the year ended December 31, 2008.

 Management prepared a SAB 99 memorandum reviewing the cash flow error and concluded that the error was immaterial for the years ended 2006 and 2005. This memorandum was also reviewed by the Company’s independent
registered public accounting firm who agreed with management’s conclusion and by the Company’s Audit Committee. Management considered this error as an immaterial correction under SFAS 154 and will correct the 2006 statement of cash flows
in its 2008 Form 10-K.

 Among other things the Company considered the materiality of the error on the 2006 and 2005 Statement of Cash Flows. The error
resulted in a 4.5% and 6.1 %, error in the “cash flows from financing activities” and a 3.8% and 7.6% misstatement in the cash flows from operating activities for 2006 and 2005 respectively. The “Net increase/decrease in
cash” was not impacted. As a technology development company, we have a history of losses and negative cash flow from operating activities. It is very unlikely that an investor would change an investment decision based on a relatively small
change in the cash flow from operations.

 Summary of significant accounting policies

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

 Response: The
Company acknowledges the comment and confirms that the cash, cash equivalents and investment securities, available-for-sale are highly liquid and readily convertible to cash with original maturities of less than 90 days and meet the requirements of
SFAS 95 to be classified as cash and cash equivalents. Below is a more detailed description of the balance:

 Cash - General Checking & Sweep

$
 1,185,000

 Money Market Account

9,948,000

 Savings Account

2,266,000

 Total

$
13,399,000

 Mr. Jay Webb, Reviewing Accountant

 Division of Corporation Finance

 May 1, 2008

  Page
 4

 Please note that the money market and savings accounts are interest bearing accounts that can be converted to cash
immediately.

 Comment 4: We note that you have experienced failed auctions 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 required by paragraph 17 of FSP FAS 115-1 and 124-1 in future filings. Please provide us with your proposed future disclosures.

 Response: : At December 31, 2007, we were holding two auction-rate debt securities (“ARS”) issued by major student loan granting and
administration entities, and four issued by municipalities for public works projects, totaling $8.8 million. All of the ARSs were AAA rated. The ARSs are accounted for as available-for-sale securities under FAS 115. After considering accounting
guidance and factors related to the valuation of the securities, we estimated a fair value for the ARSs pursuant to Step 1 of the 3 steps of FSP FAS 115-1, and then concluded that there was no impairment of value, neither “other than
temporary” or “temporary as of December 31, 2007. As of December 31, 2007 our cost was equal to par and to the fair value estimate of the ARSs.

 In valuing the ARSs, we considered the effective interest rate on the bond, prevailing rates for similarly rated and structured bonds, liquidity, interest risk, and the current market environment. We also considered
fair values published by valuation firms, our own sales transactions, and our own additional diligence.

 Since December 31, we have
sold $5.5 million of the $8.8 million in ARSs held at year-end, including $2.6 million from ARSs where there had been failed auctions, all at par value. $4.5 million were sold prior to the filing date of the 2007 Form 10K and another $1.1 million
was sold in early April, 2008.

 As of the filing date of the 2007 Form 10K, we held three ARSs where there had been failed auctions with a
total value of $4.3 million. The ARSs were issued by one municipality and two student loan granting and administration entities. We performed significant diligence on the ARSs as part of our value estimation process. The diligence performed by the
Company included:

•

 Rating of the ARSs – All of the ARSs in the Company’s portfolio have maintained an AAA rating. During the last week of Feb. 2008, S&P and Moody’s
both affirmed the AAA rating of Ambac and MBIA, the two entities insuring ARSs held by MVIS as of year-end. In addition, there were no changes in the ratings of the underlying issuers themselves.

 Mr. Jay Webb, Reviewing Accountant

 Division of Corporation Finance

 May 1, 2008

  Page
 5

•

 Capitalization of insurers of our ARSs – The insurers have raised capital and taken other actions, such as eliminating dividends, to improve their financial
position and maintain AAA ratings. On February 13, 2008, MBIA closed on $1.1 billion of financing. Within the two months prior to that, it had closed on transactions totaling another 1.5 billion. On March 5, 2008, Ambac announced it
planned to raise $1.5 billion. The transactions totaling $1.5 billion closed on March 12, 2008.

•

 Developments in the market and ARS sales – Our discussions with bankers and representatives from the ARS issuers indicate that actions taken by the Federal
Government were helping to improve stability and liquidity in the debt markets. Issuers are moving aggressively to restructure their ARSs into more conventional debt instruments such as fixed rate long term bonds. We considered if we were in a
position of needing to sell the ARSs, would we be able to do so. We have been able to sell ARSs at par in the current markets, even for some with failed auctions, and ongoing corrective actions within the market by authorities and others will only
serve to improve stability and liquidity of the market going forward. We concluded we would not likely have to sell our ARSs at loss within the time frames we may possibly need the cash.

•

 Review of underlying collateral and ability to repay – We reviewed financial reports of the issuing entities noting no significant changes in collateralizing
asset values or cash flows supporting repayment. We reviewed the collection reports of the student loan collateralized ARSs we held, noting no significant increase in delinquency rates. A large portion of the student loans supporting those ARSs are
in federally guaranteed or state guaranteed student loan programs. For the municipal issued ARS held at the filing date, repayment is secured by the water and sewer fees collated by the municipality. Per our discussions with the ARS issuers near the
filing date there were no significant changes in the values of the collateral and cash inflows supporting repayment.

•

 Change in liquidity/interest rates – A decline in liquidity in the credit markets was the primary cause of auction failures. The interest rates on the ARSs
with a failed auction reset to a maximum rate that is higher than the prevailing rates for such securities. None of the ARSs we held had an auction failure prior to February, 2008. Upon first auction failure, the rates reset approximately as
follows.

 Mr. Jay Webb, Reviewing Accountant

 Division of Corporation Finance

 May 1, 2008

  Page
 6

 •   Municipal ARS

from 5.5%

to 6.5%

 •   Student loan ARS #1

from 7.0%

to 9.5%

 •   Student loan ARS #2

from 5.5%

to 18.0%

 The increased rates represent compensation for the reduced liquidity resulting from failed auctions
and an incentive to issuers to work to make auctions successful and/or refinance. The Company concluded that the change in the interest rate would result in an increase in the value of the ARSs greater than the reduction in value caused by the
decrease in liquidity.

•

 Valuation services and advisor consultation – The Company uses Interactive Data Corp. (“IDC”) to provide valuation for its ARS. The Company considers
published values from IDC as a part of its overall valuation process. IDC did not report a reduction in value for the ARSs held by the Company. Discussions with our investments advisor also supported our and IDCs valuation estimate with no reduction
in value.

 In conclusion, the ARSs market values were not less than cost as of December 31, 2007 or through the date
of filing the 2007 Form 10-K. In our opinion, based on our value estimations and diligence outlined above, the financial condition and near-term prospects of the insurers, issuers and guarantors, as well as underlying factors such as specific events
or circumstances that may influence the operations of the insurers, issuers and guarantors do not raise sufficient concerns about the insurers’, issuers’ and guarantors’ liquidities for us to conclude there were impairments to the
values of our ARSs and are appropriately valued at par which was our cost. Microvision has the ability and intention to retain its investment for a period that will be sufficient to allow for recovery in the auction process or, as it has done,
through sales on the open market. We also believe the ARSs will be converted to cash within a year of the balance sheet date.

 Disclosures required under FSP 115-1 at paragraph 17:

 Paragraph 17 is applicable to “…investments in an
unrealized loss position…”. None of the ARSs had unrealized losses as of December 31, 2007 or the filing date. If we develop unrealized losses in the ARSs, we will follow this guidance for appropriate disclosure with respect to the
ARSs.

 Mr. Jay Webb, Reviewing Accountant

 Division of Corporation Finance

 May 1, 2008

  Page
 7

 Comment 5: Please revise your disclosure in future filings to include a description of the
transactions with each related party and the terms and manner of settlement of each arrangement with your related party. Refer to paragraph 2 SFAS 57.

 Response: The Company acknowledges the comment and confirms that it will provide a better description of the transactions in the future. Please note that the description below was included in previous filings and was removed from the
2007 form 10K in order to reduce redundant and out of date disclosure. The proposed language is included below:

 In 2000, the Board of
Directors authorized the Company to provide unsecured lines of credit to each of the Company’s three senior officers. The limit of the line of credit was three times the executives’ base salary less any amounts outstanding under the
Executive Option Exercise Note Plan. In 2002 and 2001, the Board of Directors authorized additions totaling $700,000, to the limit for one senior officer. The lines of credit carry interest rates of 5.4% to 6.2%. The lines of credit must be repaid
within one year of the senior officer’s termination or within thirty days of demand by the Company in the event of a plan termination, provided that in the event of such a demand the senior officer may elect to deliver a promissory note with a
one-year term in lieu of payment. At December 31, 2007 and 2006, a total of $2,496,000 and $2,723,000, respectively, was outstanding under the lines of credit.

 In 2002, the Company determined that certain of its senior officers may have

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      May 1, 2006

Via U.S. Mail

Thomas Walker
Vice President, General Counsel
Microvision, Inc.
6222 185th Avenue NE
Redmond, WA  98052

	Re:	Microvision, Inc.
		Amendment No. 1 to Schedule TO-I filed April 25, 2006
		Amendment No. 2 to Schedule TO-I filed May 1, 2006
		SEC File No. 5-51199

Dear Mr. Walker:

      We have reviewed your filing and have the following
comments.
Where 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 revision 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 disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements 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 free to call us at the telephone numbers listed
at
the end of this letter.
Schedule TO
Exhibit (a)(1) - Offer to Exchange
1. We note your response to prior comment 6 and related comment 2.
We note your intent to deliver the new option agreements three
weeks
from the replacement grant date and that this is "due to the time
involved in preparing individual option agreements reflecting the
new
price."  While we appreciate that there will be some amount of
time
necessary following the expiration of the offer that will be
devoted
to the preparation of the individual option agreements, please
advise
us how this schedule complies with the prompt payment requirement.
Refer to Rule 14e-1(c) and Release 34-43069 (July 31, 2000),
Commission Guidance on Mini-Tender Offers and Limited Partnership
Tender Offers.  In doing so, tell us how this timeframe is
consistent
with your practice of issuing stock options.

	Conditions of the Offer, page 14
2. See prior comment 9.  While we note that you have complied with
this comment in certain respects, however, we continue to note
references to "threatened" and "contemplated benefits of the
offer"
in the second bullet point.  Please revise or advise.

Exhibit (a)(3) - Election Form
3. We note your request that the security holder acknowledge that
they have "carefully reviewed" the tender offer materials.  It is
not
appropriate to require security holders to attest to the fact that
they have "reviewed" the terms of the offer as such language
effectively operates as a waiver of liability.  Please delete this
language throughout these materials or confirm to us that you will
not assert that this provision constitutes a waiver of liability.

      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.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their disclosure, they are responsible for
the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the bidder 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

      							Sincerely,

								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc via facsimile at (617) 951-7050:

Stephanie A. Dorn, Esq.
Joel F. Freedman, Esq.
Ropes & Gray
Microvision, Inc.
May 1, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Correspondence Letter

 ROPES & GRAY LLP

 ONE INTERNATIONAL PLACE            BOSTON, MA
02110-2624            617-951-7000            F 617-951-7050

 BOSTON        NEW YORK        PALO ALTO        SAN FRANCISCO
  WASHINGTON, DC         www.ropesgray.com

April 28, 2006

Joel F. Freedman

(617) 951-7309

joel.freedman@ropesgray.com

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Mara L. Ransom, Special Counsel, Office of Mergers and Acquisitions

Re:
Microvision, Inc.

 Schedule TO-I filed April 18, 2006

 SEC File Number 5-51199

 Ladies and Gentlemen:

 On behalf of Microvision, Inc. (the “Company”), submitted herewith for
filing is Amendment No. 2 (“Amendment No. 2”) to the Schedule TO-I referenced above (the “Schedule TO”).

 Amendment No. 2 is being filed in response to comments contained in the letter dated April 25, 2006 from Mara L. Ransom of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to
Thomas Walker, the Company’s Vice President and General Counsel. The comments and responses set forth below are keyed to the numbering of the comments and the headings used in the Staff’s letter and are based upon information provided to
Ropes & Gray LLP by the Company. Where appropriate, the Company has responded to the Staff’s comments by making changes to the disclosure in the Schedule TO as set forth in Amendment No. 2. Page numbers referred to in the
responses reference the applicable pages of Amendment No. 2.

 On behalf of the Company, we advise you as follows:

 Securities and Exchange Commission

- 2 -

April 28, 2006

 Schedule TO

 Exhibit (a)(1) – Offer to Exchange

1.
We note your indication throughout your offering materials that you intend to separately amend the terms of the “automatically repriced options” that are not subject to
this offer to lower their exercise prices to the exercise price of the new options. Why is this repricing being conducted outside of this tender offer? Please revise to explain.

 Response: The Company’s 1996 Stock Option Plan, as amended (the “Plan”) and its various Non-Qualified Stock Option Agreements
granted outside of the Plan (the “Non-Plan Agreements”) each permits the modification or amendment of outstanding options granted under the Plan or a Non-Plan Agreement without the consent of the optionholder, as long as such modification
or amendment does not impair or diminish any of the optionholder’s rights. Since the only change that will be made to the automatically repriced options will be the lowering of the exercise price, which is not an adverse change, no decision
needs to be made by the holders of the options and as such are not included in the offer to exchange. The Company has revised the Offer to Exchange, included as Exhibit (a)(3) of the Schedule TO-I (the “Offer to Exchange”) to make this
clear in response to the Staff’s comment. Please see page 9 of the Offer to Exchange.

2.
You also mention throughout your offering materials that “there may be some delay as to [optionholder’s] ability to exercise the vested portion of [their] new
options.” Please revise to elaborate upon why such a delay might exist. Considering we would expect you to pay the consideration in the offer (i.e. issue the new options) promptly upon expiration of the offer, it would be helpful to understand
why there might be a delay to exercising the options.

 Response: The Company intends to grant new options promptly,
but due to the time involved in preparing individual option agreements reflecting the new price, the Company anticipates a short delay between the time the offer expires and the distribution of the new option agreements to its employees. The actual
length of the delay will depend on the number of participants in the offer, but the Company does not anticipate that it will be any longer than two weeks. However, during this period, any employee who has elected to participate in the offer will
have the ability to exercise his or her new options if they so choose by contacting the Options Desk. In response to the Staff’s comments, the Company has revised the Offer to Exchange to clarify this matter. Please see page 14 of the Offer to
Exchange.

 Securities and Exchange Commission

- 3 -

April 28, 2006

 Summary Term Sheet

3.
In “Where can I find out more information on the stock options that have been issued to me?” and on page 9 you indicate that option holders will receive a personalized
election form, which will be delivered to them within the next week. We presume that this election form is, in substance, what you have filed as Exhibit (a)(3) to the Schedule TO-I. If option holders must wait to receive the personalized election
form in order to tender, tell us why you believe that you have left the offer open for the requisite amount of time, pursuant to Rule 13 e-4 (f)(1)(i) and 14e-1(a).

 Response: The language in the Amended and Restated Form of Election Form included as Exhibit (a)(3) to the Schedule TO-I/A filed on April 24,
2006 (the “Election Form”) is identical to the personalized form that was sent to each employee. The only additional information that was included in the personalized election forms sent to each employee was that employee’s name and a
detailed listing of that employee’s options, which is information the employee already had. Since there was no additional information included in the personalized form that could affect an employee’s decision to participate, the employees
have the benefit of the full 20 days to consider the offer with all material information. However, in response to the Staff’s comments, we have indicated that employees are able to use the blank form of election form which was provided to all
employees along with the offer. Please see page 9 of the Offer to Exchange.

4.
In “How does this offer work?” you indicate that the vesting schedule of the new options “will begin on the replacement grant date, with 25% of the new options
vesting immediately on that date.” What if option holders were vested as to a greater amount than 25%? Will their vesting terms have been reduced? If so, please revise to state this or clarify, if true, that no eligible options have vested in
excess of this percentage.

 Response: To the extent that an employee has options that are vested more than 25% and
they elect to exchange those options, the vesting of the new options will be at only 25% upon the replacement grant date, with an additional 25% vesting on each anniversary of the grant date for three years. Thus, any such holder will have less
vested immediately after the exchange offer is consummated. In response to the Staff’s comments, the Company has revised the Offer to Exchange to clarify this matter. Please see page 2 of the Offer to Exchange.

5.
Also, consider providing an example as to how an option holder’s existing options will differ as compared to the terms of the new options. In doing so, please emphasize the
point you make here that the expiration date of the eligible options will not change, such that if less than 3 years remain until the expiration date of the eligible options, the new options issued in exchange will never fully vest.

 Response: In response to the Staff’s comments, the Company has revised the Offer to Exchange to include an
illustration of the impact of the exchange on options with terms that expire sooner than the vesting schedule of the new options. Please see page 11 of the Offer to Exchange.

 Securities and Exchange Commission

- 4 -

April 28, 2006

6.
See “When will I receive my new options?” and your indication that “additional time may be required to make the new options available to [the optionholderl and
provide [them] with documentation of the grant” and, in response to the question that follows, that option holders will receive their new option agreement within approximately three weeks of the replacement grant date. What will option holders
receive reflecting their receipt of consideration in the offer, if not the documentation of the grant itself? Please advise with a view towards satisfying the requirement that you promptly pay consideration after the expiration of the offer pursuant
to Rule 13e-4(f)(5) and Rule 14e-1(c).

 Response: Please see our response to Item 2 above. The Company has
revised the Offer to Exchange to clarify this matter in response to the Staff’s comments. Please see page 14 of the Offer to Exchange.

 The Offer, page 9

7.
Revise your disclosure in the section entitled “Determination of Validity; Rejection of Options.” and on page 13 under “Acceptance of options for exchange.”
to clarify that you will pay the exchange consideration promptly following the expiration of the offer, not that you will promptly accept the options for exchange. Refer to Rules 13e-4(f)(5) and 14e-l(c).

 Response: Please see our response to Item 2 above. The Company has revised the Offer to Exchange in response to the Staff’s comments to
clarify that new options will be granted promptly following the expiration of the offer.

 Conditions of the Offer, page
14

8.
See the first paragraph, which relates to the company’s determination whether the triggering of a condition “makes it inadvisable” to proceed with the offer.
Please note that, when a condition is triggered and the company decides to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered condition(s). You may not rely on this language to tacitly waive a condition of the
offer by failing to assert it. Please confirm your understanding on a supplemental basis.

 Response: The Company
confirms its understanding that it may not rely on the referenced language to tacitly waive a condition of the offer by failing to assert it.

9.
A tender offer may only be subject to conditions that are drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. In this
regard, we note the following:

 Securities and Exchange Commission

- 5 -

April 28, 2006

•
the references to “threatened” in the first and second bullet points;

•
the references to “indirectly” in the first and second bullet points;

•
the references to “contemplated benefits of the offer” the first and second bullet points; and

•
the reference to “significant” in the third bullet point.

 Please revise to clarify the conditions in accordance with this comment.

 Response: In
response to the Staff’s comment, the Company has revised the conditions to the Offer to Exchange. Please see pages 14 and 15 of the Offer to Exchange.

10.
The disclosure in the last bullet point states that your offer may be terminated if “any change or changes shall have occurred or are pending in the business, condition
(financial or other), assets, income, operations, prospects or stock ownership of Microvision that, in (y)our reasonable judgment, is or may be material to Microvision.” This condition appears to include both positive and negative effects on
the business and may be so broad as to render the offer illusory because your reference to “is or may be” material is too vague to allow an option holder to judge the scope of this condition. Please revise your disclosure to clarify those
changes or events that would allow termination of the offer.

 Response: In response to the Staff’s comment,
the Company has revised the Offer to Exchange to remove the last bullet point.

 Information concerning Microvision,
page 17

11.
We note that you have incorporated by reference the financial information required by Item 1010(a) of Regulation M-A and have provided some of the summary information
required by Item 1010(c) of Regulation M-A. It does not, however, appear that you have included all of the summary information required by Item 1010(c); specifically, it does not appear that Items 1010(c)(4) or (5) have been provided.
Please revise to include this information and disseminate the additional summary financial information to option holders.

 Response: In response to the Staff’s comment, the Company has revised the Offer to Exchange to include the information required by Items 1010(c)(4) and (5). Please see page 18 of the Offer to Exchange.

 Miscellaneous, page 22

12.
You refer to Lurnera’s business, towards the end of this discussion. Please revise to clarify why you refer to Lumera.

 Securities and Exchange Commission

- 6 -

April 28, 2006

 Response: The Company included the reference to Lumera Corporation because the capital
stock it owns in Lumera represents a significant portion of the Company’s potential financial resources, and thus the performance of Lumera’s capital stock has an effect on the Company’s available capital, which impacts its future
success. In response to the Staff’s comment, the Company has revised the language to clarify this point.

 * * * * *

 If you have any further questions or comments, of if you require any additional information, please contact the undersigned by telephone at
(617) 951-7309 or by facsimile at (617) 951-7050. Thank you for your assistance.

 Best regards,

 Joel F. Freedman

 Joel F. Freedman

 Enclosure

 cc:    Thomas Walker

CORRESP
1
filename1.htm

Acceleration Request

 Microvision, Inc.

 19910 North Creek Parkway

 Bothell, WA 98011

 August 9, 2005

 VIA FACSIMILE (202-942-9585)

 Tim Buchmiller

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 S Street, N.E.

 Washington, D.C. 20549

Re:
Microvision, Inc. — Request for Acceleration of Effectiveness of Registration

 Statement on Form S-3 (File No. 333-123902)

 Dear Mr. Buchmiller:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Microvision, Inc. (the “Company”), hereby requests that the Company’s Registration Statement on Form S-3 (File No. 333-123902) (the “Registration Statement”) be declared effective at 3:00
PM Eastern Daylight Time on August 9, 2005 or as soon as possible thereafter.

 The Company acknowledges that it is the view of the Securities and Exchange Commission (the “Commission”) that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing, (ii) 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 (iii) the Company may not assert staff comments and 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.

 The Company hereby acknowledges its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above-referenced Registration
Statement.

 Please call Sidd Pattanayak of Ropes & Gray LLP at (617) 951-7166 when the Registration Statement is
declared effective or if you have any questions. Thank you for your assistance.

 Very truly yours,

MICROVISION, INC.

By:

 /s/ Thomas M. Walker

Name:

Thomas M. Walker

Title:

Vice President, General Counsel

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

August 8, 2005

Thomas M. Walker
Vice President, General Counsel
Microvision, Inc.
19910 North Creek Parkway
Bothell, Washington 98011-3008

	Re:	Microvision, Inc.
		Amendment No. 2 to Registration Statement on Form S-3
      	Filed on August 1, 2005
		File No. 333-123902

Dear Mr. Walker:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your filings in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision 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
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements 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 free to call us at the telephone numbers listed
at
the end of this letter.

Amendment No. 2 to Registration Statement on Form S-3

1. We note that you have amended and restated your senior secured
convertible notes to revise some of the more material terms of
those
notes and that you have issued additional warrants to your
investors
in connection with your sale and amendment of those notes.  We
also
note that you did not withdraw your registration statement prior
to
renegotiating the terms of the senior secured convertible notes.
Since the initial resale transaction was not consistent with our
guidance regarding PIPE transactions at the time of filing and you
renegotiated the transaction while the registration statement was
pending, we believe it would be appropriate to provide disclosure
regarding the fact that this transaction may be inconsistent with
Section 5 of the Securities Act of 1933 and any resulting
liability.

*          *          *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Please contact Tim Buchmiller at (202) 551-3635 if you have
any
questions.

							Sincerely,

							Peggy A. Fisher
							Assistant Director

cc:  	Joel F. Freedman, Esq.
??

??

??

??

Thomas M. Walker
Microvision, Inc.
August 8, 2005
Page 2

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

May 4, 2005

Mail Stop 03-06

Mr. Jeff T. Wilson
Chief Accounting Officer
Microvision, Inc.
19910 North Creek Parkway
Bothell, WA 98011-3008

	RE:	Microvision, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2004 and Related
Filings
File No. 000-21221

Dear Mr. Wilson:

      We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

							Sincerely,

							Martin F. James
							Senior Assistant Chief
Accountant
??

??

??

??

Mr. Jeff T. Wilson
Microvision, Inc.
April 12, 2005
Page 1 of 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

April 28, 2005

Thomas M. Walker
Vice President, General Counsel
Microvision, Inc.
19910 North Creek Parkway
Bothell, Washington 98011-3008

	Re:	Microvision, Inc.
		Registration Statement on Form S-3
      	Filed on April 6, 2005
		File No. 333-123902

Dear Mr. Walker:

      This is to advise you that we have reviewed only those
portions
of your registration statement that relate to the comments below.
We
anticipate at this time that no further review of your
registration
statement and the documents incorporated by reference therein will
be
made, other than a review of (i) your responses to the comments
included in this letter, and (ii) your responses to the comments
we
previously issued on your Annual Report on Form 10-K for the year
ended December 31, 2004 that has been incorporated by reference
into
your registration statement.  In addition, we are monitoring your
registration statement for the filing of a definitive proxy
statement
or an amendment to your Annual Report on Form 10-K for the year
ended
December 31, 2004 which includes the Part III information required
to
be included or incorporated by reference into your Annual Report
on
Form 10-K.  Please note that all outstanding comments on your
registration statement and your Exchange Act reports will need to
be
resolved prior to requesting acceleration of the effective date of
your registration statement.

      Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note that holders of your senior secured exchangeable
convertible notes have the right to elect to convert their notes
into
shares of your common stock or into shares of common stock of
Lumera
Corporation that you currently hold.  Given these future
elections,
please supplementally explain why the registration of the resale
of
the shares of your common stock that may be received by the note
holders at this time is consistent with our guidance regarding
PIPE
transactions set forth in paragraph (b) of Telephone
Interpretation
No. 3S included in the Securities Act section of the March 1999
supplement to our Manual of Publicly Available Telephone
Interpretations.
Registration Fee Table
2. Please supplementally provide us with a detailed explanation of
how you calculated the number of shares of common stock to be
registered.  Please note that we may have further comments once we
have the opportunity to review your response.

Private Placement of Notes and Warrants - Page 9
3. We note your disclosure that you issued senior secured
exchangeable convertible notes in the aggregate principal amount
of
$10.0 million and warrants to purchase shares of your common stock
for an aggregate purchase price of $10.0 million.  We also note
your
disclosure in the last paragraph of this section that the warrants
are exercisable for 462,330 shares of your common stock at an
exercise price of $6.84 per share, implying that the aggregate
amount
of capital that you would raise if all of the warrants were
exercised
at the stated exercise price would be approximately $3.16 million.
Please revise your disclosure so that the following is clear to
your
investors:
* The aggregate amount you received as purchase consideration as a
result of the issuance of the senior secured exchangeable
convertible
notes and the warrants; and
* The aggregate amount that you would be entitled to receive upon
exercise of the warrants (assuming that all of the warrants are
exercised at the exercise price indicated in your disclosure).
4. Please clarify when the convertible notes may be converted by
the
holders into shares of your common stock or exchanged by the
holders
for shares of Lumera common stock.
5. Please clarify when and at what intervals the accrued interest
on
and the principal of the convertibles notes becomes payable.
6. Please revise to clarify the conditions under which you would
have
the option to pay the outstanding principal of and accrued
interest
on the convertible notes with shares of your common stock or
shares
of Lumera common stock.  Please also clarify the conditions (other
than the condition that your common stock trade at or above $11.97
for a prescribed period) under which you would have the right to
mandatorily convert the convertible notes into shares of your
common
stock.

*          *          *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that they
have provided all information investors require for an informed
decision.  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 comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
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 and 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..
	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	If you have any questions, please call Tim Buchmiller at
(202)
824-5354 or me at (202) 942-7924.

							Sincerely,

							David Ritenour
							Special Counsel

cc:  	Joel F. Freedman, Esq.
??

??

??

??

Thomas M. Walker
Microvision, Inc.
April 28, 2005
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESPONDENCE

 MICROVISION, INC.

 19910 North Creek Parkway

 Bothell, WA 98011

 April 27, 2005

 VIA OVERNIGHT COURIER AND EDGAR

 United States Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, DC 20549

 Attention: N. Jay Webb

Re:
Microvision, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2004

Form 10-K/A for the Fiscal Year Ended December 31, 2004

File No. 000-21221

 Dear Mr. Webb:

 On behalf of Microvision, Inc.
(the “Company”), I am writing to respond to the staff’s comments in your letter to Jeff T. Wilson’s attention dated April 12, 2005 (the “Comment Letter”) relating to the Company’s Form 10-K and 10-K/A for the
fiscal year ended December 31, 2004.

 Set forth below are responses to the
specific comments made in the Comment Letter.

 Form 10-K for the Fiscal
Year Ended December 31, 2004

 Results of Operations

1.
Comment. We note in your analysis of results of operations in the MD&A that until October 2004, you classified Nomad production costs in excess of product revenue
as research and development expense. Based on the fact that you recorded sales of the Nomad product, please tell us how you concluded that any portion of the costs of production were properly allocated to research and development expense.
Support your assertions with references to the authoritative generally accepted accounting principles that support your accounting and presentation of such costs. Additionally, please tell us the amounts charged to cost of product revenue and
research and development related to the Nomad product in each of the periods presented. We may have further comment based on your response.

 Response: Microvision began producing the current version of Nomad in February, 2004. The Nomad is being produced using a new production
line at our facility in Bothell, Washington. During the first seven months of production we were refining our production techniques and evaluating alternative components and designs. During this

 United States Securities and Exchange Commission

 Attention: N. Jay Webb

 -
 2
-

April 27, 2005

 phase of production,
we believe that our activities met the criteria described in FASB Statement No. 2 paragraphs 9(e),(h) and (i) for activities that should be included in research and development expense These activities and their relationship to the FASB standard
are:

 e. Modification of the formulation or design of a
product or process – During this period there were ongoing design changes related to components and tolerances for materials and components.

 h. Design, construction, and operation of a pilot plant that is not of a scale economically feasible to the enterprise for commercial production
– During this time period the production processes were being scaled up and were not sufficiently mature to support commercial production.

 i. Engineering activity required to advance the design of a product to the point that it meets specific functional and economic requirements and is
ready for manufacture – During this time there was a high level of engineering involvement in refining the design and components to achieve the functional requirements around image quality and product stability to meet customer
requirements.

 During this period, the Company recorded the
sales of the Nomad units as revenue and classified costs to produce the units to cost of product revenue, only up to the amount of revenue recorded. The amount that would have been classified as cost of product revenue if the Company had used full
absorption cost accounting beginning in February 2004 would have been $73,000, $246,000 and $451,000 for the first, second and third quarter of 2004, respectively. The Company disclosed in its filings with the SEC that the cost to produce Nomad was
substantially higher than product revenue and that excess production cost was recorded as research and development expense.

 Beginning in October of 2004, the Company determined that the production line and Nomad product design were complete and could support commercial
production of the Nomad product and therefore began full absorption of manufacturing overhead at this time.

2.
Comment. We see that your cost of product revenue in 2004 includes the write off of $764,000 of Flic inventory and $479,000 of Nomad inventory. Were any of these
inventory items subsequently sold? If so, were they sold at prices above their new cost basis? What was the impact of any such sales upon gross profit margins? Why doesn’t your Schedule II disclose inventory reserve balances and activity?
Please revise future filings to address our concerns.

 United States Securities and Exchange Commission

 Attention: N. Jay Webb

 -
 3
-

April 27, 2005

 Response:
During 2004, the Company did not sell any products that were previously written off. Pursuant to the guidance in SEC Staff Accounting Bulletin No. 100 Restructuring and Impairment Charges, the Company considers write-downs of inventory to
be permanent adjustments to the cost of the inventory and not a valuation reserve against the value of the inventory and, accordingly, has not included the write-downs in the Schedule II disclosure of reserves and activity. If any of the goods that
were written down are subsequently sold at prices above their new cost basis, the Company will disclose the amount of the sales and the impact on gross margin during the period.

 Note 2. Summary of Significant Accounting Policies

 Revenue Recognition

3.
Comment. Please tell us and revise future filings to disclose the nature and significance of the profit incentives included in your development contracts, and how you
determine that realization is assured in accordance with the provisions of paragraph 54 of SOP 81-1.

 Response: The Company enters into both cost plus and fixed fee type contracts. These contracts do not generally include profit incentives,
and we entered into no contracts with profit incentives in any of the years ended December 31, 2002, 2003 or 2004.

 Note 12. Warrants and Note 13. Options

4.
Comment. We note that stock-based compensation expense recorded in the periods presented includes expense related to options and warrants issued by both Microvision
and Lumera. Please revise future filings to include all of the applicable disclosures required by paragraphs 46-48 of SFAS 123 related to stock options and warrants issued by Lumera.

 Response: The Company will include the required disclosure in
its future filings. Please note that a complete set of Lumera’s Financial statements, including the disclosures required by paragraphs 46-48 of SFAS 123, was included in the Company’s 10-K/A, Amendment No. 2.

 United States Securities and Exchange Commission

 Attention: N. Jay Webb

 -
 4
-

April 27, 2005

 Note 19. Subsequent Event

5.
Comment. We see that in March 2005 you raised $10,000,000 before issuance costs, from the issuance of senior secured exchangeable convertible notes and warrants. We
also see the Notes are convertible on demand by the holders into Microvision common stock at a conversion price of $6.84 per share of Microvision common stock and exchangeable on demand by the holders into Lumera common stock at an
exchange price of $5.64 per share of Lumera common stock. Please supplementally tell us how you plan to account for the conversion and exchange features of these Notes. We may have further comments after reviewing your response.

 Response: We reviewed the terms
and conditions of the notes considered the guidance in FAS 133 related to embedded derivatives and APB 14.

 After reviewing the above guidance, the Company concluded that the right of the counterparty to convert the notes into Microvision common stock or to
exchange into Lumera common stock is a single embedded derivative instrument because each option is mutually exclusive. The Company will bifurcate this embedded derivative instrument from the debt instrument and record it as a derivative liability.
Future changes in the fair value of the embedded derivative instrument will be recorded to earnings.

 The Company also concluded that the detachable warrants would also meet the definition of a derivative under FAS 133, after considering the additional
conditions for equity classification required by EITF 00-19.

 Accordingly, following FAS 133, the proceeds of the debt were first allocated to the derivative contracts based on their fair value and the host debt contract receives the “residual.”

 The fair value of the derivatives were determined using a Black-Scholes
option-pricing model. The conversion/exchange option was valued at the higher of the two values (at inception this was the Lumera conversion option). This analysis resulted in a value of $2,954,000 being allocated to the conversion/exchange
derivative.

 The fair value of the attached warrant derivative
was also calculated using a Black-Scholes model at $1,651,000.

 The allocation of proceeds on day 1 was as follows:

 Dr. Cash

$
10,000,000

 Dr. Discount on Notes Payable

$
4,605,000

 Cr. Notes Payable (face)

$
10,000,000

 Cr. Derivative Liability

$
4,605,000

 United States Securities and Exchange Commission

 Attention: N. Jay Webb

 -
 5
-

April 27, 2005

 Subsequent
Accounting

 In accordance with FAS 133, at each subsequent
balance sheet date the derivatives will be revalued to fair value.

 Both the conversion option into Microvision shares and the exchange option into Lumera shares will be valued. The conversion/exchange derivative value will be the higher of the two – as this is the option the holder would exercise. The
change in the value of the option will be recorded in the income statement as other expense (income).

 In accordance with EITF 00-27, the discount on the notes will be accreted over the period in which conversion can occur, which is until the maturity date
of the debt. In essence, because there are six discrete maturity dates, each representing one-sixth of the principal, the effective interest method will be applied to each of the six tranches individually, such that there is no debt discount at each
installment’s maturity date The discount amortization resulting from the value of the warrants and the discount from the proceeds allocation to the embedded derivative instrument, will be debited to interest expense using the effective interest
method.

 Item 9A. Controls and Procedures

6.
Comment. We note your disclosure that management has concluded that your disclosure controls and procedures “were, in design and operation, effective to ensure
that information required to be disclosed in the reports the Company files or submits under the Exchange Act is recorded, processed summarized and reported within the time periods specified by the SEC’s rules and forms.” The language that
is currently included after the word “effective” in your disclosure appears to be superfluous, since the meaning of “disclosure controls and procedures” is established by Rule 13a-15(e) of the Exchange Act. However, if you do not
wish to eliminate this language, please revise so that the language that appears after the word “effective” is substantially similar in all material respects to the language that appears in the entire two-sentence definition of
“disclosure, controls and procedures” set forth in Rule 13a-15(e).

 United States Securities and Exchange Commission

 Attention: N. Jay Webb

 -
 6
-

April 27, 2005

 Response: Paragraph (a) of Item 9A of the Company’s Form 10-K/A, Amendment No. 2, has been revised as follows:

 “(a) Evaluation of disclosure controls and procedures. The Chief Executive Officer and the Chief Financial Officer evaluated our disclosure
controls and procedures (as defined in Rules 13a- 15(e) and 15-d-15(e) under the Securities and Exchange Act of 1934) prior to the filing of this annual report. Based on that evaluation, they concluded that, as of the end of the period covered by
this annual report, our disclosure controls and procedures were, in design and operation, effective.”

 Exhibits 31.1 and 31.2

7.
Comment. We note that the certifications filed as Exhibits 31.1 and 31.2 were not in the proper form. The required certifications must be in the exact form prescribed;
the wording of the required certifications may not be changed in any respect, except for the modifications temporarily permitted to be made to the fourth paragraph of the certification required to be filed as Exhibit 31.1 pursuant to Part III.E of
Release No. 8238. Accordingly, please file a second amendment to your Form 10-K that includes the entire filing, including the financial statements of Lumera Corporation, together with the certifications of each of your current CEO and CFO in the
form currently set forth in Item 601(b)(31) of Regulation S-K.

 Response: The Company’s Form 10-K/A, Amendment No. 2, includes the entire filing, including the financial statements of Lumera Corporation, together with the certifications of the Company’s
current Chief Executive Officer and Chief Financial Officer in the form currently set forth in Item 601(b)(31) of Regulation S-K.

 The Company acknowledges that: (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing, (2) 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 (3) 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.

 We intend to call you in the
next day or so to get your thoughts on our responses. Thank you for your assistance.

Very truly yours,

 /s/ Jeff T. Wilson

Jeff T. Wilson

 cc: Thomas Walker

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

April 12, 2005

Mail Stop 0306

Mr. Jeff T. Wilson
Chief Accounting Officer
Microvision, Inc.
19910 North Creek Parkway
Bothell, WA 98011-3008

	RE:	Microvision, Inc.
		Form 10-K for the Fiscal Year Ended December 31, 2004
		Form 10-K/A for the Fiscal Year Ended December 31, 2004
File No. 000-21221

Dear Mr. Wilson:

      We have reviewed your filing and have the following
comments.
Where 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 revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
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 free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Results of Operations

1. We note in your analysis of results of operations in the MD&A
that
until October 2004, you classified Nomad production costs in
excess
of product revenue as research and development expense.  Based on
the
fact that you recorded sales of the Nomad product, please tell us
how
you concluded that any portion of the costs of production were
properly allocated to research and development expense.  Support
your
assertions with references to the authoritative generally accepted
accounting principles that support your accounting and
presentation
of such costs.  Additionally, please tell us the amounts charged
to
cost of product revenue and research and development related to
the
Nomad product in each of the periods presented.  We may have
further
comment based on your response.
2. We see that your cost of product revenue in 2004 includes the
write off of $764,000 of Flic inventory and $479,000 of Nomad
inventory.  Were any of these inventory items subsequently sold?
If
so, were they sold at prices above their new cost basis?  What was
the impact of any such sales upon gross profit margins?  Why
doesn`t
your Schedule II disclose inventory reserve balances and activity?
Please revise future filings to address our concerns.

Note 2. Summary of Significant Accounting Policies

Revenue Recognition

3. Please tell us and revise future filings to disclose the nature
and significance of the profit incentives included in your
development contracts, and how you determine that realization is
assured in accordance with the provisions of paragraph 54 of SOP
81-
1.

Note 12. Warrants and Note 13. Options

4. We note that stock-based compensation expense recorded in the
periods presented includes expense related to options and warrants
issued by both Microvision and Lumera.  Please revise future
filings
to include all of the applicable disclosures required by
paragraphs
46-48 of SFAS 123 related to stock options and warrants issued by
Lumera.

Note 19.  Subsequent Event

5. We see that in March 2005 you raised $10,000,000 before
issuance
costs, from the issuance of senior secured exchangeable
convertible
notes and warrants.  We also see the Notes are convertible on
demand
by the holders into Microvision common stock at a conversion price
of
$6.84 per share of Microvision common stock and exchangeable on
demand by the holders into Lumera common stock at an exchange
price
of $5.64 per share of Lumera common stock.  Please supplementally
tell us how you plan to account for the conversion and exchange
features of these Notes.  We may have further comments after
reviewing your response.

Item 9A. Controls and Procedures

6. We note your disclosure that management has concluded that your
disclosure controls and procedures "were, in design and operation,
effective to ensure that information required to be disclosed in
the
reports the Company files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time
periods
specified by the SEC`s rules and forms."  The language that is
currently included after the word "effective" in your disclosure
appears to be superfluous, since the meaning of "disclosure
controls
and procedures" is established by Rule 13a-15(e) of the Exchange
Act.
However, if you do not wish to eliminate this language, please
revise
so that the language that appears after the word "effective" is
substantially similar in all material respects to the language
that
appears in the entire two-sentence definition of "disclosure
controls
and procedures" set forth in Rule 13a-15(e).

Exhibits 31.1 and 31.2

7. We note that the certifications filed as Exhibits 31.1 and 31.2
were not in the proper form. The required certifications must be
in
the exact form prescribed; the wording of the required
certifications
may not be changed in any respect, except for the modifications
temporarily permitted to be made to the fourth paragraph of the
certification required to be filed as Exhibit 31.1 pursuant to
Part
III.E of Release No. 8238. Accordingly, please file a second
amendment to your Form 10-K that includes the entire filing,
including the financial statements of Lumera Corporation, together
with the certifications of each of your current CEO and CFO in the
form currently set forth in Item 601(b)(31) of Regulation S-K.

*    *    *    *

       As appropriate, please amend your Form 10-K for the Fiscal
Year Ended December 31, 2004 and respond to these comments within
10
business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendments to
expedite our review.  Please furnish a cover letter with your
amendments that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendments and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Tom Dyer, Staff Accountant, at (202) 824-
5564
or me at (202) 942-1812 if you have any questions.  In this
regard,
do not hesitate to contact Angela Crane, Branch Chief, at (202)
942-
1931.

      Sincerely,

							N. Jay Webb
							Reviewing Accountant

??

??

??

??

Mr. Jeff T. Wilson
Microvision, Inc.
April 12, 2005
Page 1 of 4

</TEXT>
</DOCUMENT>