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VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4720

Washington, D.C. 20549

Attn: Gabriel Eckstein

Registration Statement on Form S-1

Filed May 10, 2011

File No. 333-174103

Dear Mr. Eckstein:

On behalf of MicroVision, Inc., a Delaware corporation (the “Company”), we are writing in response to the comment letter, dated June 6, 2011 (the “Comment Letter”), of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company’s above-referenced Registration Statement on Form S-1, filed on May 10, 2011 (the “Registration Statement”).

For the convenience of the Staff’s review, we have set forth the comment contained in the Comment Letter in italics, followed by the response of the Company.

MicroVision is of the view that, under its circumstances, it is permitted to register the resale by Azimuth of the shares of its common stock that it may put to Azimuth Opportunity Ltd. from time to time under the committed equity facility on the above referenced Form S-1 registration statement (the “2011 Registration Statement”).

The Company understands that substantially all of the 17,771,901 shares registered under registration statement declared effective on September 9, 2010 (the “2010 Registration Statement”) have been sold by Azimuth more than 60 days ago. As of March 31, 2011, only approximately 2,571,980 shares of common stock remained available for sale under the 2010 Registration Statement. When combined with the 21,018,431 shares registered under the Registration Statement, the combined total represents approximately 22.5% of the over 105 million outstanding shares held by non-affiliates. Also, as of 60 days before the filing of the Registration Statement on May 4, 2011, only 5,078,591 shares remained available for sale under the 2010 Registration Statement, less than 25% of the outstanding shares held by non-affiliates when combined with 21,018,431 shares registered under the Registration Statement. The Company also notes that Azimuth is not an affiliate of the Company. The Company understands that Azimuth currently holds just the 225,000 shares reflected in the Registration Statement and the facility expressly prohibits the Company from selling Azimuth shares if such sale would result in Azimuth owning 10% or more of the Company’s outstanding common stock.

The Company notes that the committed equity facility and Registration Statement meet the requirements set out by the Staff in the Compliance and Disclosure Interpretations (“CDIs”) under “Securities Act Sections” numbered 139.13: (i) the Company has “completed” the private transaction of all of the shares it is registering for resale prior to the filing of the Registration Statement - Azimuth is bound to purchase all the shares registered for resale, as only the Company has the right to exercise the put and, except for conditions outside Azimuth’s control, Azimuth is irrevocably bound to purchase the shares once the company exercises the put (see CDI 139.15); (ii) the Registration Statement is on Form S-1, the form that the Company is eligible to use for a primary offering and (iii) in the prospectus included in the Registration Statement, Azimuth is identified as an underwriter (see the fourth sentence of the second paragraph under “plan of Distribution”), as well as a selling shareholder.

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The Company notes that such language is included in the Prospectus as it is incorporated by reference to the Company’s filings with the Commission. However, in response to this comment the Company has added additional language under the Section “Risk Factors” in the amended Registration Statement.

The Company notes that such language is included in the Prospectus as it is incorporated by reference to the Company’s filings with the Commission. However, in response to this comment the Company has added additional language under the Section “Risk Factors” in the amended Registration Statement

We have revised the opinion of counsel to and replaced the limitation language with the following:

“This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.”

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Shortly after the filing of this response letter, the Company plans on sending an acceleration request, and, accordingly, it would appreciate receiving any additional comments on the Registration Statement or receiving advice that there are no further comments on the Registration Statement as soon as possible.

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We hope that the foregoing has been responsive to the Staff’s comment. Should you have any questions relating to the foregoing, please contact the undersigned at (617) 951-7309.

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