Filed Pursuant to Rule 424(B)(3)
                                                   Registration Number 333-38694

                        [LOGO OF MICROSOFT CORPORATION]


                                  Common Stock


  This prospectus is part of a registration statement that covers 3,000,000
shares of common stock of Microsoft. These shares may be offered and sold from
time to time by certain institutional holders of our common shares (the
"selling shareholders"). We will not receive any of the proceeds from the sale
of the common shares except to the extent Microsoft receives a cash refund of
the make whole amount as provided for in the put warrants held by the selling
shareholders (see Selling Shareholders and Plan of Distribution on page 7 of
the prospectus). We will bear the costs relating to the registration of the
common shares, which we estimate to be $65,708.00.

  The common shares are traded on the Nasdaq Stock Market under the symbol
MSFT. The average of the high and low prices of the common shares as reported
on the Nasdaq Stock Market on March 28, 2001 was $56.66 per common share.

  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.


                 The date of this prospectus is March 30, 2001

                               TABLE OF CONTENTS

The Company.................................................................   3

Risk Factors................................................................   4

Use of Proceeds.............................................................   7

Selling Shareholders and Plan of Distribution...............................   7

Legal Matters...............................................................   8

Experts.....................................................................   8

Where You Can Find More Information.........................................   9

   You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement. No
one has been authorized to provide you with different information.

   The shares of common stock are not being offered in any jurisdiction where
the offer is not permitted.

   You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the documents.


                                  THE COMPANY

   Microsoft Corporation was founded as a partnership in 1975 and incorporated
in 1981. Microsoft develops, manufactures, licenses, sells, and supports a wide
range of software products, including:

  .  operating system software (for example, Microsoft Windows 98, Windows
     2000, and Windows CE) designed for personal computers, servers, handheld
     personal computers and other information devices;

  .  server applications software (for example, Microsoft Exchange Server and
     Microsoft SQL Server) designed for client/server environments;

  .  business and consumer applications software (for example, Microsoft
     Word; Microsoft Excel and Microsoft Outlook);

  .  software development tools; and

  .  Internet and intranet software and technologies.

   Microsoft's efforts also include:

  .  development of entertainment and information software programs;

  .  development of the MSN(TM) network of Internet products and services;

  .  alliances with companies involved with the creation and delivery of
     digital information;

  .  sales of personal computer devices such as the Microsoft Mouse and the
     Microsoft Natural Keyboard;

  .  publication of software-related books; and

  .  research and development of advanced technologies for future software

   Microsoft's business strategy is to develop a broad line of software
products for business and personal use, and to distribute these products
through diverse channels, including distributors, resellers, system
integrators, retail stores, and preinstalled on new computer hardware.

   Microsoft is organized as a Washington corporation with its principal
executive offices located at One Microsoft Way, Redmond, Washington 98052-6399.
Our telephone number is (425) 882-8080 and our electronic mail address is


                                 RISK FACTORS

   An investment in our common stock involves a high degree of risk. You
should consider the following factors carefully before deciding to purchase
shares of our common stock. Additional risks not presently known to us or that
we currently deem immaterial may also impair our business operations.

Our current position in the market for computer software is continuously
threatened because this market is intensely competitive and technology is
constantly changing.

   Microsoft is the leading producer of software for personal computers, PCs,
in the world. Nonetheless, rapid change, uncertainty due to new and emerging
technologies, and fierce competition characterize the PC software industry,
which means that our market position is always at risk. Our ability to
maintain our current market share may depend upon our ability to satisfy
customer requirements, enhance existing products, develop and introduce new
products and achieve market acceptance of such products. This process is
challenging since the pace of change continues to accelerate, including "open
source" software, new computing devices, new microprocessor architectures, the
Internet, and Web-based computing models. If we do not successfully identify
new product opportunities and develop and bring new products to market in a
timely and cost-efficient manner, our business growth will suffer and demand
for our products will decrease.

   Further, the PC software industry is inherently complex. New products and
product enhancements can require long development and testing periods.
Significant delays in new product releases or significant problems in creating
new products could damage our business.

   The competition in the PC software industry is intense and may have
multiple effects. For example, competing companies and systems may gain market
share, which could have the effect of directly or indirectly reducing our
existing market share. In addition, competitors, working with new technology,
may arrive at a technology that creates a new market altogether and renders
our product offerings obsolete. We expect that the overall number of
competitors providing niche products that compete with ours will increase due
to the market's attractive growth.

   While we work closely with computer manufacturers and developers, other
companies promote their platforms and technologies against our products and
existing industry standards. These operating systems, platforms, and products
may gain popularity with customers, computer manufacturers, and developers,
reducing our future revenues. For example, we are engaged in intense
competition with companies that develop and support operating systems such as
the open source Linux operating system and Unix operating systems for many
business installations. These competitors include Caldera Systems, Inc., Red
Hat, Inc., IBM and Sun Microsystems, Inc. This increased level of competition
may result in price reductions, lower-than-expected gross margins or our
inability to maintain our market share, any of which may result in a loss of
revenue and cause our business to suffer.

Because of increasing competition in the PC industry, we may experience
reduced product sales and lower revenue growth.

   The nature of the PC market is changing in ways that may reduce our
software sales and our revenue growth. We earn a portion of our revenue by
licensing our software to PC manufacturers, who install Microsoft applications
during production and sell PCs to consumers that are fully operational at the
time of purchaser. Recently, manufacturers have sought to reach more consumers
by developing and producing lower cost PCs--PCs that come without pre-
installed software or contain software with reduced functionality to keep
prices down.

   In addition to the influx of low-cost PCs, a market for hand-held computing
and communication devices, like hand-held computers and wireless communication
devices that have the ability to communicate with the Internet, has developed.


   While these devices are not as powerful or versatile as PCs, they threaten
to erode sales growth in the market for PCs with pre-installed software. This
may affect our revenue growth because manufacturers may choose not to install
Microsoft software in these low-cost PCs or consumers may purchase alternative
devices that do not utilize Microsoft software. These lower-priced devices
require us to provide lower-priced software with a subset of the original
functionality. As a result, we will experience slower revenue growth from the
sale of software produced for these devices than from the sale of software for
traditional PCs.

   In addition, in response to present and future anticipated competitive
pressures in our industry, we are providing alternative distribution of our
products at a cost lower than if the customer were to purchase the individual
products in a shrink wrapped box at a traditional retail, mail order or online
store. For instance, we offer suites of software products like the Microsoft
Office suite, which is a collection of standalone products such as Excel,
Word, Outlook and PowerPoint. By packaging the products as a suite, we offer
the customers the opportunity to purchase a license to use a collection of
products for less cost than purchasing each of the individually-licensed
products in standard boxes from a retail, mail order or online store.
Additionally, we are offering products through alternative distribution
channels than the standard individually shrink wrapped boxes sold through
traditional retail vendors. These channels include:

  .  Licensing agreements--customers may purchase multiple-user licenses for
     a suite of products for a lower cost than paying for each license

  .  Subscriptions--customers may enter into an annual gold license, which
     entitles them to automatic upgrades and replacement products for a lower
     cost than acquiring upgrades and replacement products on an individual

  .  Downloads over the Internet--customers are able to download service
     releases and upgrades as well as other products directly from the

   As a result of responding to competitive pressures in the marketplace by
offering products through alternative distribution methods, we may experience
slower revenue growth.

Prices of our products could decrease, which would reduce our net income.

   The competitive factors described above may require us to lower product
prices to meet competition. Since our cost of revenue is already very low,
price reductions would reduce our net income.

Developing software is expensive, and the investment in product development
often involves a long payback cycle.

   Our continued success depends in part on our continued ability to create
more versatile software products faster than our competitors. We plan to
continue significant investments in software research and development. We also
expend significant resources on researching and developing new technologies
such as voice recognition and ClearType software, a software that provides
improved font sharpness and text display on color LCD screens allowing for
better on-screen reading comparable to reading on paper. We are also making
significant investments in strategic relationships with third parties where we
have the opportunity to establish leadership in new businesses. We anticipate
these investments in research and development will increase over historical
spending levels without corresponding growth in revenues in the near future.
We cannot assure that significant revenue from these product opportunities
will be achieved for a number of years, if at all.

Our profit margins internationally may be threatened by factors in other
countries that are outside of our control and force down the price of our
software relative to our costs.

   We develop and sell our products throughout the world. The prices of our
products in countries outside of the United States are generally higher than
our prices in the United States because of the costs incurred in localizing
software for non-U.S. markets and the costs of producing and selling our
products in these countries


are also higher. Pressures to globalize our pricing structure might require
that we reduce the sales price of our software in other countries, even though
the costs of the software continue to be higher than in the United States.
This would reduce our margins and result in overall declines in our revenue

   Negative changes in the following factors, among others, could also have an
impact on our business and results of operations outside of the United States:

  .  software "piracy" trade protection laws, policies and measures and other
     regulatory requirements affecting trade and investment;

  .  unexpected changes in regulatory requirements for software;

  .  social, political, labor or economic conditions in a specific country or

  .  difficulties in staffing and managing foreign operations; and

  .  potential adverse foreign tax consequences.

Our intellectual property rights may be difficult to protect.

   We diligently defend our intellectual property rights, but unlicensed
copying of software represents a loss of revenue. While this adversely affects
U.S. revenue, revenue loss is even more significant outside of the U.S.,
particularly in countries where laws are less protective of intellectual
property rights. Throughout the world, we actively educate consumers on the
benefits of licensing genuine products and educate lawmakers on the advantages
of a business climate where intellectual property rights are protected.
However, continued efforts may not affect revenue positively.

We cannot predict the outcome or impact of antitrust claims by the U.S. and
several states.

   We are a defendant in a lawsuit filed by the Antitrust Division of the U.S.
Department of Justice and a group of several state attorneys general alleging
violations of the Sherman Act and various state antitrust laws. After the
trial, the District Court entered the Findings of Fact and Conclusions of Law
stating that we had violated the Sherman Act and various state antitrust laws.
A judgment was entered on June 7, 2000 that if not stayed or modified, would
require the breakup of Microsoft into two companies and would impose severe
product design and business conduct restrictions. On June 13, 2000, we filed
an appeal of the judgment. On June 20, 2000, the District Court entered an
order staying the judgment of June 7, 2000 in its entirety until the appeal
therefrom is heard and decided, unless the stay is earlier vacated by an
appellate court. The Court of Appeals heard oral argument on our appeal on
February 26-27, 2001 but the Court has not issued any opinion. Although we
believe we will obtain ultimate relief from the judgment, we can not predict
with certainty when or the extent to which such relief will be obtained. The
failure to obtain sufficient relief through the appeal could have a material
adverse effect on the value of Microsoft's common stock and/or the stock of
the two resulting companies if the divestiture is finally approved. For more
information concerning this litigation, particularly the current status of the
litigation which is changing very rapidly, you are encouraged to review our
other SEC filings, which are incorporated below under "Where You Can Find More
Information" and copies of orders, motions, briefs and other court filings
that are available at the following websites:, index.htm, and www.dcd,

We may not be able to maintain our present revenue growth rate or operating

   Our revenue growth rate in 2001 may not approach the level attained in
prior years. Operating expenses are expected to increase from historical
levels. Because of the fixed nature of a significant portion of such expenses,
coupled with the possibility of slower revenue growth, operating margins may
decrease from historical levels.


                                USE OF PROCEEDS

   All net proceeds from the sale of the common shares covered by this
prospectus will go to the selling shareholders who offer and sell their
shares. We will not receive any proceeds from the sale of the common shares by
the selling shareholders.


   All of the common shares registered for sale under this prospectus will be
owned prior to the offer and sale of such shares by holders of put warrants
that have been issued by us to the "selling shareholders".

   All of the shares offered by the selling shareholders were acquired in the
settlement of put warrants that we issue from time to time. Generally, under
the terms of the agreements relating to the put warrants, if the selling
shareholder exercises the warrant and we elect to net-share settle the
warrant, we will issue shares of common stock of Microsoft to the selling
shareholder having a value equal to the product of the number of shares
subject to the warrant times the difference between the exercise price of the
warrant and the closing value of the Microsoft common shares on the expiration
date of the warrant (the "settlement value"). If the Microsoft common shares
received by the institutional investor are sold within 10 business days and
the net proceeds are less than the settlement value, we are obligated to pay
the difference in either cash or additional common shares which may also be
sold pursuant to this registration statement; conversely, if the net proceeds
are more than the settlement value, we will receive the difference in a cash
refund (the "make-whole" amount). In addition, we may negotiate an early
settlement of the put warrants and issue Microsoft common shares to the
warrant holders having a value equal to the value of the put warrants at such
early settlement date. The shares held by the selling shareholders do not
exceed one percent (1%) of Microsoft's outstanding capitalization. In the past
three years, Microsoft may have had commercial or investment banking
relationships with the selling shareholders; however we do not consider these
relationships to be material.

   We are registering the common shares covered by this prospectus for the
selling shareholders. As used in this prospectus, "selling shareholders"
includes the pledgees, donees, transferees or others who may later hold the
selling shareholders' interests. We will pay the costs and fees of registering
the common shares, but the selling shareholders will pay any brokerage
commissions, discounts or other expenses relating to the sale of the common

   The selling shareholders may sell the common shares in the over-the-counter
market or otherwise, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices, or at negotiated prices. In
addition, the selling shareholders may sell some or all of their common shares

  .  a block trade in which a broker-dealer or other person may resell a
     portion of the block, as principal or agent, in order to facilitate the

  .  purchases by a broker-dealer or other person, as principal, and resale
     by the broker-dealer for its account; or

  .  ordinary brokerage transactions and transactions in which a broker
     solicits purchasers.

   When selling the common shares, the selling shareholders may enter into
hedging transactions. For example, the selling shareholders may:

  .  enter into transactions involving short sales of the common shares by

  .  sell common shares short themselves and deliver the shares registered
     hereby to settle such short sales or to close out stock loans incurred
     in connection with their short positions;

  .  enter into option or other types of transactions that require the
     selling shareholder to deliver common shares to a broker-dealer or other
     person, who will then resell or transfer the common shares under this
     prospectus; or


  .  loan or pledge the common shares to a broker-dealer or other person, who
     may sell the loaned shares or, in the event of default, sell the pledged

   The selling shareholders may negotiate and pay broker-dealers or other
persons commissions, discounts or concessions for their services. Broker-
dealers or other persons engaged by the selling shareholders may allow other
broker-dealers or other persons to participate in resales. However, the
selling shareholders and any broker-dealers or such other persons involved in
the sale or resale of the common shares may qualify as "underwriters" within
the meaning of the Section 2(a)(11) of the Securities Act of 1933 (the "1933
Act"). In addition, the broker-dealers' or their affiliates' commissions,
discounts or concession may qualify as underwriters' compensation under the
1933 Act. If the selling shareholders qualify as "underwriters," they will be
subject to the prospectus delivery requirements of Section 5(b)(2) of the 1933

   In addition to selling their common shares under this prospectus, the
selling shareholders may:

  .  agree to indemnify any broker-dealer or agent against certain
     liabilities related to the selling of the common shares, including
     liabilities arising under the 1933 Act;

  .  transfer their common shares in other ways not involving market makers
     or established trading markets, including directly by gift,
     distribution, or other transfer; or

  .  sell their common shares under Rule 144 of the 1933 Act rather than
     under this prospectus, if the transaction meets the requirements of Rule

   We have agreed to indemnify the selling shareholders against liabilities
arising in connection with this offering, including liabilities under the 1933
Act, or to contribute to payments that the selling shareholders may be
required to make in that respect.

   Additional information related to the selling shareholders and the plan of
distribution may be provided in one or more supplemental prospectuses.

                                 LEGAL MATTERS

   For purposes of this offering, Preston Gates & Ellis LLP, Seattle,
Washington, is giving its opinion on the validity of the common shares. As of
the date of this prospectus, attorneys in Preston Gates & Ellis LLP who have
worked on substantive matters for Microsoft own fewer than 1,000,000 common


   The consolidated financial statements of Microsoft for each of the three
years in the period ended June 30, 1999, incorporated by reference in this
Prospectus from Microsoft's Annual Report on Form 10-K, have been audited by
Deloitte & Touche LLP, independent public accountants, as stated in their
report which is incorporated herein by reference, and have been so
incorporated in reliance upon such report given upon the authority of said
firm as experts in accounting and auditing.



  .  Government Filings. We file annual, quarterly and special reports and
     other information with the Securities and Exchange Commission (the
     "SEC"). You may read and copy any document that we file at the SEC's
     public reference rooms in Washington, D.C., New York, New York, and
     Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
     information on the public reference rooms. Our SEC filings are also
     available to you free of charge at the SEC's web site at
     Most of our SEC filings are also available to you free of charge at our
     web site at

  .  Stock Market. The common shares are traded as "National Market
     Securities" on the Nasdaq National Market. Material filed by Microsoft
     can be inspected at the offices of the National Association of
     Securities Dealers, Inc., Reports Section, 1735 K Street, N.W.,
     Washington, D.C. 20006.

  .  Information Incorporated by Reference. The SEC allows us to "incorporate
     by reference" the information we file with them, which means that we can
     disclose important information to you by referring you to those
     documents. The information incorporated by reference is considered to be
     part of this prospectus, and information that we file later with the SEC
     will automatically update and supersede previously filed information,
     including information contained in this document.

   We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed:

  1.  Microsoft's Current Report on Form 8-K dated June 16, 2000.

  2.  Microsoft's Annual Report on Form 10-K, which includes various pages
      from its Annual Report to Shareholders, for the year ended June 30,

  3.  Microsoft's Quarterly Report on Form 10-Q for the quarters ended
      September 30, 2000 and December 31, 2000.

  4.  Microsoft's Current Report on Form 8-K dated July 19, 1999.

  5.  Microsoft's Proxy Statement dated September 28, 2000.

  6.  The description of the common stock of Microsoft, which is contained in
      the registration statement of Microsoft filed on Form S-3, dated
      December 13, 1996.

   You may request free copies of these filings by writing or telephoning us
at the following address:

                 Investor Relations Department
                 Microsoft Corporation
                 One Microsoft Way
                 Redmond, Washington 98052-6399
                 (425) 882-8080

   You may also review and/or download free copies of items 2, 3 and 5 at our
website at Information contained on this and any other
website referenced in this prospectus is not part of this prospectus.