SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MUGLIA ROBERT L

(Last)

(First)

(Middle)

C/O MICROSOFT CORPORATION

ONE MICROSOFT WAY

(Street)

REDMOND

98052-6399

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2008

3. Issuer Name and Ticker or Trading Symbol
MICROSOFT CORP [ MSFT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	274,764⁽¹⁾	D
Common Stock	63,040⁽²⁾	I	By 401(k)
Common Stock	5,760	I	By Spouse
Common Stock	19,292⁽²⁾	I	By Spouse 401(k)
Common Stock	7,200	I	By IRA
Common Stock	34,793⁽³⁾	I	By Family Foundation

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy) #0171066	03/06/2005	03/06/2010	Common Stock	4,444,444	$40.7813	D
Employee Stock Option (right to buy) #0203526	04/24/2005	04/24/2010	Common Stock	2,222,222	$29.9813	D
Employee Stock Option (right to buy) #0285244	02/20/2006	02/20/2011	Common Stock	1,072,422	$25.1438	D
Call Option (obligation to sell)	04/19/2008	04/19/2008	Common Stock	49,800⁽⁴⁾	$32.5	D

Explanation of Responses:

1. Includes an aggregate of 150,549 shares represented by unvested stock awards, of which 2,267 shares will vest on of August 29, 2008, 100,060 shares will vest on August 31, 2008, 25,244 shares will vest on August 31, 2009, and 22,978 shares will vest on August 31, 2010.

2. Balance as of February 29, 2008.

3. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. In October 2007, the reporting person wrote a Call Option (obligation to sell) under a Rule 10b5-1 Trading Plan for 498 lots (49,800 shares) shares at $32.50 per share. The maturity date is April 19, 2008. If on the maturity date, the option is in-the-money it will be exercised (and settled in stock or cash). If the option is not in the money on the expiration date, the the option will expire.

Remarks:

	Robert L. Muglia	03/28/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.