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SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
MATHEW MICH
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2003 		3. Issuer Name and Ticker or Trading Symbol
MICROSOFT CORP [ MSFT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Corporate Vice President
 5. If Amendment, Date of 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
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 19,808(1) D
Common Stock 982 I By 401(k)
Common Stock 349,201 I By Spouse
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: 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) (#0148473) 07/30/2000(2) 07/05/2006 Common Stock 40,000 42.9063 D
Employee Stock Option (Right to Buy) (#0167441) 11/22/2000(3) 11/22/2009 Common Stock 40,000 44.9063 D
Employee Stock Option (Right to Buy) (#0170964) 09/06/2001(4) 03/06/2010 Common Stock 640,000 45.3125 D
Employee Stock Option (Right to Buy) (#0177133) 04/24/2001(2) 04/24/2007 Common Stock 40,000 33.3125 D
Employee Stock Option (Right to Buy) (#0202678) 04/24/2001(3) 04/24/2010 Common Stock 40,000 33.3125 D
Employee Stock Option (Right to Buy) (#0203501) 10/24/2001(4) 04/24/2010 Common Stock 320,000 33.3125 D
Employee Stock Option (Right to Buy) (#0285231) 08/20/2002(4) 02/20/2011 Common Stock 320,000 27.9375 D
Employee Stock Option (Right to Buy) (#0311630) 01/31/2003(4) 07/31/2011 Common Stock 400,000 33.095 D
Employee Stock Option (Right to Buy) (#0365282) 01/31/2004(4) 07/31/2007 Common Stock 230,000 23.99 D
Call Option (obligation to sell) 03/07/2005 03/07/2005 Common Stock 150,000(5) 42.7024 I By Spouse
Put Option (right to sell) 03/07/2005 03/07/2005 Common Stock 150,000(5) 28.827 I By Spouse
Call Option (obligation to sell) 04/20/2004 04/20/2004 Common Stock 1,200,000(5) 49.3855 I By Spouse
Put Option (right to sell) 04/20/2004 04/20/2004 Common Stock 1,200,000(5) 35.025 I By Spouse
Explanation of Responses:
1. Includes vesting stock award of 6,000 shares, of which 1,800 shares will vest and be issued on 7/31/2005, 1,800 shares will vest and be issued on 7/31/2008 and 2,400 shares will vest and be issued on 7/31/2012, provided that the reporting person is an employee of MSFT on each of those dates.
2. The option vests over 4-1/2 years at the rate of 12.5% on the first year anniversary from the date of grant and at the rate of 12.5% each six months thereafter.
3. The option vests over 7 years at the rate of 7.7% on the first year anniversary from the date of grant and at the rate of 7.7% each six months thereafter.
4. The option vests over 5 years at the rate of 12.5% on the 18 month anniversary from the date of grant and at the rate of 12.5% each six months thereafter.
5. The reporting person's spouse has entered into a "zero-cost collar" arrangement pursuant to which he wrote a call option and purchased a put option. Only one of the options can be in the money on the expiration date, at which time the in-the-money option will be exercised (and settled in stock or cash), and the other option will expire. If neither option is in the money on the expiration date, both options will expire.
David Menz, Attorney-in-Fact for Michelle J. Mathews 07/08/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
June 30, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0001

Re:	Microsoft Corporation - Power of Attorney

To whom it may concern:

This will confirm that I have granted each of the individuals listed below
the authority to, on my behalf, execute and file the Initial Statement of
Beneficial Ownership of Securities (Form 3), the Statement of Changes in
Beneficial Ownership of Securities (Form 4) and the Annual Statement of
Changes in Beneficial Ownership (Form 5), as my Attorney In Fact.

Such power of attorney shall remain in full force and effect until either
(i) I am no longer subject to the reporting requirements under
Section 16 of the Securities Act of 1933, as amended or (ii) I have
provided you with written notice withdrawing this authority.

The individuals who are authorized to act as my Attorney-In-Fact under this
Power of Attorney are as follows:

John A. Seethoff
Keith R. Dolliver
Shauna L. Vernal
Kevin J. Fay
David Menz
Bradford L. Smith

This Power of Attorney is effective immediately upon filing with the
Securities Exchange Commission and, for purposes of my future Form 4 and
Form 5 filings, replaces and revokes all other Powers of Attorney previously
filed by me.

Sincerely,


/s/ Michelle J. Mathews
Michelle J. Mathews