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