FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * MUGLIA ROBERT L   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 (Last) (First) (Middle) C/O MICROSOFT CORPORATION, ONE MICROSOFT WAY 3. Date of Earliest Transaction (Month/Day/Year) 04/24/2008 (Street) REDMOND, WA 98053-6399 4. If Amendment, Date 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 (City) (State) (Zip) 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 04/24/2008   M   150,000 (1) A $ 25.1438 425,473 (2) D   Common Stock 04/24/2008   S   104,592 (3) D $ 32 320,881 D   Common Stock 04/24/2008   S   600 (3) D $ 32.0025 320,281 D   Common Stock 04/24/2008   S   38,648 (3) D $ 32.01 281,633 D   Common Stock 04/24/2008   S   400 (3) D $ 32.0125 281,233 D   Common Stock 04/24/2008   S   5,760 (3) D $ 32.015 275,473 D   Common Stock               63,040 (4) I By 401(k) Common Stock               5,790 I By Spouse Common Stock               19,292 (4) I By Spouse 401(k) Common Stock               7,200 I By IRA Common Stock               34,793 (5) I By Family Foundation

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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 Underlying Securities (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 of Derivative Security: 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

Employee Stock Option (right to buy) #0285244

$ 25.1438

04/24/2008

M

150,000 (1)

02/20/2006

02/20/2011

Common Stock

150,000

$ 0

922,422

D

Call Option (obligation to sell)

$ 32.5

04/19/2008

E

V

498 (6)

10/23/2007

04/19/2008

Common Stock

49,800

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MUGLIA ROBERT L C/O MICROSOFT CORPORATION ONE MICROSOFT WAY REDMOND, WA 98053-6399			Senior Vice President

Signatures

Keith R. Dolliver, Attorney-in-Fact for Robert L. Muglia		04/25/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The exercise was made under a 10b5-1 plan previously adopted by the reporting person.
(2)	Includes 709 shares acquired on March 31, 2008 under the Microsoft employee stock purchase plan.
(3)	The sale was made under a 10b5-1 plan previously adopted by the reporting person.
(4)	Balance as of March 31, 2008.
(5)	The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission or that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(6)	Prior to becoming a reporting person, Mr. Muglia wrote a Call Option (obligation to sell) under a Rule 10b5-1 Trading Plan for 498 lots (49,800 shares) at $32.50 per share. The Call Option expired for no value.

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