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8-A12G

August 20, 1996

8-A12G: Form for registration of a class of securities pursuant to Section 12(g)

Published on August 20, 1996



SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

MICROVISION, INC.
(Exact name of registrant as specified in its charter)


Washington 91-1600822
(State of incorporation or organization) (IRS Employer Identification
Number)


2203 Airport Way South, Suite 100, Seattle, Washington 98134
(Address of principal executive offices) (Zip Code)


If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please check
the following box. [ ]

If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]


Securities to be registered pursuant to Section 12(b) of the Act:
-----------------------------------------------------------------

None


Securities to be registered pursuant to Section 12(g) of the Act:
-----------------------------------------------------------------
Common Stock, no par value per share
(Title of Class)

Warrants
(Title of Class)

Units, each Unit consisting of one share of Common Stock
and one Warrant
(Title of Class)


ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

The description of the Units, Common Stock, and Warrants ("Unit
Warrants") of the Registrant set forth under the caption "Description of
Securities" in Amendment No. 1 to the Registrant's Registration Statement on
Form SB-2 (Reg. No. 33-5276-LA) (the "Registration Statement"), is hereby
incorporated herein by reference.

ITEM 2. EXHIBITS

Except as otherwise indicated, the following exhibits are incorporated
herein by reference to the exhibits with the same numbers in the Registration
Statement:

Exhibit Number Exhibit Title
- -------------- -------------

3.1 Amended and Restated Articles of Incorporation

3.2 Amended and Restated Bylaws

4.1 Form of specimen certificate for Common Stock

4.2 Form of Unit Warrant for purchase of Common Stock

4.3 Unit Warrant Agreement

4.4 Form of Representatives' Warrant for purchase of Units

4.5 Form of 7% Convertible Subordinated Note due 1997

10.7 1993 Stock Option Plan

10.8 1994 Combined Incentive and Nonqualified Stock Option
Plan

10.9 1995 Combined Incentive and Nonqualified Stock Option
Plan

10.10 1996 Stock Option Plan

10.11 1996 Independent Director Stock Plan


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.

MICROVISION, INC.
(Registrant)


By /s/ RICHARD RUTKOWSKI
----------------------------------
Richard Rutkowski, Chief Executive
Officer and President

Dated: August 19, 1996