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 *
  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  
Employee Stock Option (right to buy) #0203526 04/24/2005 04/24/2010 Common Stock 2,222,222 $ 29.9813 D  
Employee Stock Option (right to buy) #0285244 02/20/2006 02/20/2011 Common Stock 1,072,422 $ 25.1438 D  
Call Option (obligation to sell) 04/19/2008 04/19/2008 Common Stock 49,800 (4) $ 32.5 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 98052-6399
      Senior Vice President  

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.

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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