MICROSOFT CORP — Director's Dealing 2010

Dec 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROSOFT CORP (MSFT)
CIK: 0000789019
Period of Report: 2010-12-16

Reporting Person: DelBene Kurt D (President, Offfice Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-16	Common Stock	M	17462	$25.1438	Acquired	132623	Direct
2010-12-16	Common Stock	S	17462	$27.8011	Disposed	115161	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-16	Employee Stock Option (right to buy) No. 0285356	$25.1438	M	17462	Disposed	2011-02-20	Common Stock (17462)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4282	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy) No. 0285355	$25.1438	2011-02-20	Common Stock (61111)	61111	Direct

Footnotes

F1: The exercise of the stock option and the sale of the underlying shares were made under a 10b5-1 plan previously adopted by the reporting person.

F2: This transaction was executed in multiple trades at prices ranging from $27.79 to $27.81. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.