As filed with the Securities and Exchange Commission on June 6, 2001
                        Registration No. 333-60782

                            WASHINGTON, D.C. 20549

                        PRE-EFFECTIVE AMENDMENT NO. 1

                                   FORM S-3

                            REGISTRATION STATEMENT
                          THE SECURITIES ACT OF 1933

                             MICROSOFT CORPORATION
            (Exact name of registrant as specified in its charter)

         Washington                                               91-1144442
(State or other jurisdiction                                    (IRS Employer
of incorporation or organization)                            Identification No.)

                               One Microsoft Way
                        Redmond, Washington 98052-6399
                                (425) 882-8080
                  (Address, including zip code, and telephone
             number including area code, of registrant's principal
                               executive office)

                                 John Seethoff
                Deputy General Counsel, Finance and Operations
                               One Microsoft Way
                        Redmond, Washington  98052-6399
                                (425) 882-8080
           (Name, address, including zip code and telephone number,
                  including area code, of agent for service)

                       Copies of all communications to:
                                Richard B. Dodd
                              Kathleen A. Keizer
                           Preston Gates & Ellis LLP
                         701 Fifth Avenue, Suite 5000
                        Seattle, Washington 98104-7078
                                (206) 623-7580

  Approximate date of commencement of proposed sale to the public: At such time
or times after the effective date of this Registration Statement as the Selling
Shareholders shall determine.

  If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

  If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]

  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

  If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.

  The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.

                The Index to Exhibits is located at Page II-6.

                        [LOGO OF MICROSOFT CORPORATION]

                                 Common Stock

  This prospectus is part of a registration statement that covers 1,198,170
shares of common stock of Microsoft. These shares may be offered and sold from
time to time by certain of our shareholders (the "selling shareholders"). We
will not receive any of the proceeds from the sale of the common shares.  We
will bear the costs relating to the registration of the common shares, which we
estimate to be $20,821.20.

  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 June 5, 2001 was $71.79 per common share.

  An investment in Microsoft common stock involves risks.  See the section
entitled "Risk Factors" beginning on page 4.

  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 June 6, 2001.


                               TABLE OF CONTENTS

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

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

Use of Proceeds........................................................  8

Selling Shareholders and Plan of Distribution..........................  8

Description of Securities to be Registered............................. 10

Legal Matters.......................................................... 10

Experts................................................................ 10

Where You Can Find More Information.................................... 10

  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

  .  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 purchase.  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 stand-alone 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 separately

   .  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 Internet


      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 growth.

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 sections of the Sherman Act and various state
antitrust laws. A Judgment was entered on June 7, 2000 ordering, among other
things, 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.
On July 26, 2000, we filed a Jurisdictional Statement in the U.S. Supreme Court
urging the Court to deny the government's direct appeal and remand the case to
the Court of Appeals. On September 26, 2000, the U.S. Supreme Court announced
its decision to remand the government's antitrust case to the U.S. Court of
Appeals. On February 27, 2001, the United States Court of Appeals heard oral
arguments on the antitrust case, but has not yet issued its 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: and

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


  All of the common shares registered for sale under this prospectus will be
owned prior to the offer and sale of such shares by all of the former
shareholders of Ensemble Studios Corporation and the former shareholders of
iCommunicate Holding, Inc. (the "selling shareholders").

  All of the shares offered by the selling shareholders were acquired in
connection with the merger of Ensemble Studios Corporation, a Delaware
corporation with a wholly-owned subsidiary of Microsoft (the "merger") and the
acquisition of substantially all of the assets of iCommunicate Holding, Inc., a
Delaware corporation (the "acquisition").  Under the terms of both the merger
and the acquisition, Microsoft agreed to register the common shares received by
the selling shareholders in connection with the merger and the acquisition,
respectively.  The shares held by the selling shareholders do not exceed one
percent (1%) of Microsoft's outstanding capitalization.  In the past three
years, none of the selling shareholders has had a material relationship with
Microsoft, except that certain selling shareholders have become non-officer
employees of Microsoft after the merger and the acquisition.

  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 through:

  .  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


  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;

  .  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 Act.

  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 144.

  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.


  Holders of Common Shares are entitled to receive such dividends as may be
declared from time to time by the Board of Directors, and legally available from
Microsoft's assets, although none have been declared to date.  In addition, upon
any liquidation of Microsoft, holders of Common Shares are entitled to a pro
rata share of all Microsoft assets available for distribution to shareholders.
Each Common Share is entitled to one vote on all matters voted on by the

  Holders of Common Shares have no preemptive rights to acquire additional
shares or securities convertible into Common Shares.  In addition, holders of
Common Shares do not have the right to cumulate votes in the election of

                                 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 shares.


  The consolidated financial statements of Microsoft for each of the three years
in the period ended June 30, 2000, incorporated by reference in this Prospectus
from Microsoft's Annual Report on Form 10-K, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and


  .  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 Annual Report on Form 10-K for the fiscal year ended June 30,
      2000, filed with the SEC on September 28, 2000, which contains audited
      consolidated financial statements for the most recent fiscal year for
      which such statements have been filed.

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

  3.  Microsoft's Quarterly Reports on Form 10-Q for the quarters ended
      September 30, 2000, filed with the SEC on November 14, 2000, December
      31, 2000, filed with the SEC on February 14, 2001, and March 31, 2001,
      filed with the SEC on May 15, 2001.

  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 these filings at our
website at


                                    PART II


Item 14.   Other Expenses of Issuance and Distribution.

  The expenses relating to the registration of Shares will be borne by the
registrant. Such expenses are estimated to be as follows:

  Registration fee--Securities and Exchange Commission......   $ 20,821.20
  Accountants' fees.........................................   $     7,000
  Legal fees................................................   $     5,000
  Miscellaneous.............................................   $     2,000
  Total.....................................................   $ 34,821.20

Item 15.   Indemnification of Directors and Officers.

  Article XII of the Amended and Restated Articles of Incorporation of Microsoft
authorizes Microsoft to indemnify any present or former director or officer to
the fullest extent not prohibited by the Washington Business Corporation Act
("WBCA"), public policy or other applicable law. Chapter 23B.8.510 and .570 of
the WBCA authorizes a corporation to indemnify its directors, officers,
employees, or agents in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including provisions permitting
advances for expenses incurred) arising under the 1933 Act.

  The directors and officers of Microsoft are entitled to indemnification by
each of the Selling Shareholders against any cause of action, loss, claim,
damage, or liability to the extent it arises out of or is based upon the failure
of any Selling Shareholder (or his donees, legatees, or pledgees) and each
underwriter to comply with the Prospectus delivery requirements under the
federal securities laws or any applicable state securities laws or upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in this Registration Statement and the Prospectus contained herein, as the
same shall be amended or supplemented, made in reliance upon or in conformity
with written information furnished to Microsoft by such Selling Shareholder or
such underwriter.

  In addition, Microsoft maintains directors' and officers' liability insurance
under which Microsoft's directors and officers are insured against loss (as
defined in the policy) as a result of claims brought against them for their
wrongful acts in such capacities.

Item 16.   List of Exhibits.

  The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-6.


Item 17.   Undertakings.

  The undersigned registrant hereby undertakes:

  (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (i) To include any prospectus required by section 10(a)(3) of the 1933 Act;

     (ii) To reflect in the prospectus any facts or events arising after the
  effective date of this registration statement (or the most recent post-
  effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in this
  registration statement. Notwithstanding the foregoing, any increase or
  decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any
  deviation from the low or high end of the estimated maximum offering range may
  be reflected in the form of prospectus filed with the Commission pursuant to
  Rule 424(b) if, in the aggregate, the changes in volume and price represent no
  more than a 20% change in the maximum aggregate offering price set forth in
  the "Calculation of Registration Fee" table in the effective registration

     (iii) To include any material information with respect to the plan of
  distribution not previously disclosed in this registration statement or any
  material change to such information in this registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Microsoft pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

  (2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering

  (3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the

  (4) For purposes of determining any liability under the 1933 Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


  (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                 [Remainder of Page Intentionally Left Blank]



  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Redmond, State of Washington on June 4, 2001.

                                        MICROSOFT CORPORATION

                                        By: /s/ Steven A. Ballmer
                                            Steven A. Ballmer
                                            Chief Executive Officer and Director
                                            (Principal Executive Officer)


  Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on June 4, 2001.

       Signature                             Title

/s/ Steven A. Ballmer           Chief Executive Officer, Director
---------------------------     (Principal Executive Officer)
Steven A. Ballmer

            *                   Chairman, Chief Software
-----------------------------   Architect, Director
William H. Gates III

            *                   Senior Vice President, Finance and
-----------------------------   Administration, Chief
John G. Connors                 Financial Officer

            *                   Director
David F. Marquardt

            *                   Director
Ann McLaughlin Korologos

            *                   Director
W. G. Reed, Jr.

            *                   Director
Jon A. Shirley

*By: /s/ Steven A. Ballmer      *Pursuant to Power
     ------------------------    of Attorney dated
     Steven A. Ballmer           May 11, 2001.


                               INDEX TO EXHIBITS

Exhibit No.                                 Description                                             Location
-----------                                 -----------                                             --------
    5        Opinion of Counsel re: legality                                                    See attached.(1)

   23.1      Consent of Deloitte & Touche LLP as Independent Auditors                           See attached.

   23.2      Consent of Preston Gates & Ellis LLP                                               See footnote(1)

   24        Power of Attorney                                                                  See page II-5


   (1) Previously filed.