SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
COURTOIS JEAN PHILIPPE
(Last) (First) (Middle)
ONE MICROSOFT WAY
(Street)
REDMOND WA 98052-6399
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MICROSOFT CORP [ MSFT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
11/12/2004 		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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 440,160 D
Common Stock 66,133 I Held through "contrats de capitalization"(1)
Common Stock 66,133 I Held through "contrats de capitalization"(1)
Common Stock 66,133 I Held through "contrats de capitalization"(1)
Common Stock 11/10/2004 S 722,912 D $29.72 0 I By Trust(2)
Common Stock 11/10/2004 P 239,899 A $29.39 239,899 I Held through "contrats d'assurance vie"(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Equity Swap (Obligation to Purchase) $29.72 11/10/2004 J/K(4)(5) 1 05/16/2005 05/16/2005 Common Stock 722,912 $0 1 I By Trust(2)
Explanation of Responses:
1. Held through "contrats de capitalization," a form of life insurance program for the benefit of the reporting person's three minor children, where the reporting person maintains investment control over the Microsoft shares held in the program. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
2. The reporting person is the Settlor of the Trust and not a Trustee or beneficiary of the Trust. The reporting person therefore disclaims beneficial ownership of all securities held by the Trust, and this report should 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.
3. Held through "contrats d'assurance vie," a form of life insurance program, where the reporting person maintains investment control over the Microsoft shares held in the program. Beneficiaries of the program include the reporting person's minor children. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
4. On November 10, 2004, the Trust entered into an equity swap agreement with a securities broker covering 722,912 Microsoft shares (the "Shares") under which, on the expiration date of the agreement (May 16, 2005), one of the following will occur: (i) if the market price of Microsoft stock on the expiration date is above $29.72, the broker will pay the Trust an amount equal to the difference between the market price and $29.72 multiplied by the number of Shares; (ii) if the market price of Microsoft stock on the expiration date is below $29.72, the Trust will pay the broker an amount equal to the difference between $29.72 and the market price multiplied by the number of Shares; or (iii) if the market price on the expiration date equals $29.72, no payment will be made by either party. An amount equal to any dividends payable on the Shares during the term of the agreement will be paid in cash by the broker to the Trust, less applicable withholding taxes.
5. During the term of the agreement, the Trust will pay the broker a fee equal to the 3-month USD LIBOR rate plus 10 basis points multiplied by the value of the Shares.
Remarks:
Keith R. Dolliver, Attorney-in-Fact for Jean-Philippe Courtois 11/24/2004
** 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 4 (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.