Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  DelBene Kurt D
 2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2010		 3. Issuer Name and Ticker or Trading Symbol
MICROSOFT CORP [MSFT]
(Last)
(First)
(Middle)
C/O MICROSOFT CORPORATION, ONE MICROSOFT WAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Office Division
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REDMOND, WA 98052-6399		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 115,161 (1)
D
 
Common Stock 4,282
I
By Spouse IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) No. 0285355 02/20/2005 02/20/2011 Common Stock 111,111 $ 25.1438 D  
Employee Stock Option (Right to Buy) No. 0285356 02/20/2006 02/20/2011 Common Stock 61,111 $ 25.1438 D  
Employee Stock Option (Right to Buy) No. 364231 07/31/2007 07/31/2012 Common Stock 77,778 $ 21.591 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DelBene Kurt D
C/O MICROSOFT CORPORATION
ONE MICROSOFT WAY
REDMOND, WA 98052-6399		       President, Office Division  

Signatures

Keith R. Dolliver, Attorney-in-fact for Kurt D. DelBene 10/06/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes an aggregate of 110,644 shares represented by stock awards that vest, subject to continued employment, as follows: 3,665 shares vest on August 29, 2011, 44,085 shares vest on August 31, 2011, 3,664 shares vest on August 29, 2012, 31,872 shares vest on August 31, 2012, 3,665 shares vest on August 29, 2013, 18,419 shares vest on August 31, 2013, and 5,274 shares vest onAugust 31, 2014.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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