MICROSOFT CORP — Director's Dealing 2010

Dec 10, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROSOFT CORP (MSFT)
CIK: 0000789019
Period of Report: 2010-12-09

Reporting Person: GILMARTIN RAYMOND V (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-09	Restricted Stock Units	$	A	27	Acquired		Common Stock (27)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30804	Direct
Common Stock	1200	Indirect

Footnotes

F1: 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 the securities for purposes of Section 16 or for any other purpose.

F2: Each restricted stock unit represents a contingent right to receive one share of Microsoft common stock.

F3: Dividend equivalent rights accrue when and as dividends are paid on the Company's common stock and become exercisable proportionately with the restricted stock units to which they relate.

F4: The restricted stock units are fully vested. Delivery of the shares to the reporting person will be made in equal installments on the first, second, third, fourth, and fifth anniversary of the reporting person's separation from service on the Board of Directors.

F5: Includes 1 share as a result of accumulated fractional shares.