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* BURGUM DOUGLAS J (Last) (First) (Middle) ONE MICROSOFT WAY (Street) REDMOND WA 98052 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/04/2001	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) Senior Vice President	5. If Amendment, Date of Original Filed (Month/Day/Year) 04/12/2001
			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	1,630,759(1)	D
Common Stock	29,816	I(2)	Held by Spouse
Common Stock	18,107	I(2)	Held by Son
Common Stock	26,496	I(2)	Held in Joseph Ernest Burgum Trust
Common Stock	26,496	I(2)	Held in Jessamine Ada Burgum Trust
Common Stock	26,496	I(2)	Held in Thomas Alton Burgum Trust
Common Stock	2,399.3839	I	Held in 401(k) plan

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
OPTION (Right to Buy) #0286829 Dated April 4, 2001	07/25/2001(3)	07/25/2010	Common Stock	24,708	15.45	D
OPTION (Right to Buy) #0286830 Dated April 4, 2001	06/19/2000(4)	06/19/2007	Common Stock	26,608	14.55	D
OPTION (Right to Buy) #0287912 Dated April 4, 2001	07/25/2001(5)	07/25/2010	Common Stock	24,792	15.45	D
OPTION (Right to Buy) #0287913 Dated April 4, 2001	06/19/2000(6)	06/19/2007	Common Stock	892	14.55	D
OPTION (Right to Buy) #0287914 Dated April 4, 2001	01/28/2001(7)	01/28/2002	Common Stock	17,307	7.01	D
OPTION (Right to Buy) #0291450 Dated Aprio 4, 2001	10/04/2002(8)	04/04/2011	Common Stock	1,000,000	51.94	D

Explanation of Responses:

1. This amendment is being filed solely to include 230 shares held by the Reporting Person that were inadvertently omitted from the amount of securities beneficially owned.

2. Represents shares held by certain members of Reporting Person's household. The Reporting Person disclaims beneficial ownership of these shares.

3. These options vest as follows: 9,535 on 7/25/01, 4,883 on 7/25/02, 3,430 on 7/25/03, 3,430 on 7/25/04 and 3,430 on 7/25/05

4. These options vest as follows: 13,304 on 6/19/00, and 13,304 on 6/19/2001

5. These options vest as follows: 364 on 7/25/01, 5,017 on 7/25/02, 6,470 on 7/25/03, 6,470 on 7/26/04, and 6,471 on 7/25/05

6. These options vest as follows: 446 on 6/19/00, and 446 on 6/19/01

7. These options vest as follows: 13,785 on 1/28/01, and 3,522 on 1/1/02

8. These options vest as follows: 125,000 on 10/4/02, 125,000 on 4/4/03, 125,000 on 10/4/03, 125,000 on 4/4/04, 125,000 on 10/4/04, 125,000 on 4/4/05, 125,000 on 10/4/05, and 125,000 on 4/4/06

Remarks:

	Keith R. Dolliver, Attorney-in-fact for Douglas J. Burgum	09/17/2004
	** 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.
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