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

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
 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