Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BACH ROBERT J
  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)
President, Entertainment Div.
(Last)
(First)
(Middle)
C/O MICROSOFT CORPORATION, ONE MICROSOFT WAY
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2006
(Street)

REDMOND, WA 98052-6399
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 08/31/2006   A   328,250 (1) A $ 0 1,049,335 D  

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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
Performance Rights $ 0 (2) 08/31/2006   M     107,250 (3) 08/31/2006 08/31/2008 Common Stock 107,250 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BACH ROBERT J
C/O MICROSOFT CORPORATION
ONE MICROSOFT WAY
REDMOND, WA 98052-6399
      President, Entertainment Div.  

Signatures

 Keith R. Dolliver, Attorney-in-Fact for Robert J. Bach   08/31/2006
**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) Represents shared performance stock award (SPSA) granted in August 2003 for a 3-year performance period that ended on June 30, 2006. The number of shares is based on the achievement of pre-defined performance criteria. One-third of the SPSA vested on and was distributed to the reporting person on August 31, 2006, an additional one-third shall vest and be distributed to the reporting person on each of August 31, 2007 and August 31, 2008, provided that the reporting person remains continuously employed through the applicable vesting date.
(2) 1-for-1
(3) Performance right converted into shared performance stock award. This performance right was previously reported as a 33% minumum of the target performance metrics established for a 3-year performance period that ended on June 30, 2006.

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