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 *   MUGLIA ROBERT L 2. Date of Event Requiring Statement (Month/Day/Year) 03/18/2008 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) Senior Vice President 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 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

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) #0171066	03/06/2005	03/06/2010	Common Stock	4,444,444	$ 40.7813	D	Â
Employee Stock Option (right to buy) #0203526	04/24/2005	04/24/2010	Common Stock	2,222,222	$ 29.9813	D	Â
Employee Stock Option (right to buy) #0285244	02/20/2006	02/20/2011	Common Stock	1,072,422	$ 25.1438	D	Â
Call Option (obligation to sell)	04/19/2008	04/19/2008	Common Stock	49,800 (4)	$ 32.5	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MUGLIA ROBERT L C/O MICROSOFT CORPORATION ONE MICROSOFT WAY REDMOND, WA 98052-6399	Â	Â	  Senior Vice President	Â

Signatures

Robert L. Muglia		03/28/2008
**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 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.

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