SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* ALLCHIN JAMES E (Last) (First) (Middle) ONE MICROSOFT WAY (Street) REDMOND WA 98052-6399 (City) (State) (Zip)	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) Group Vice President
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 06/30/2005
	4. 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 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							20,703(1)	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy) #0284960	$25.1438(2)						08/20/2005(3)	02/20/2011	Common Stock	2,222,222		2,222,222(2)	D
Employee Stock Option (right to buy) #0365080	$21.591(4)						07/31/2005(5)	07/31/2012	Common Stock	1,444,444		1,444,444(4)	D

Explanation of Responses:

1. Includes 934 shares acquired on March 31, 2005 under the Microsoft employee stock purchase plan. Also includes an increase of 1,067 shares to the existing July 31, 2002 stock award in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004.

2. This option was previously reported as an option covering 2,000,000 shares at an exercise price of $27.9375 per share and has been adjusted in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004.

3. 1,666,666 shares are vested and immediately exercisable, 277,778 shares will vest and become exercisable on each of August 20, 2005, and February 20, 2006.

4. This option was previously reported as an option covering 1,300,000 shares at an exercise price of $23.99 per share and has been adjusted in connection with the $3.00 special dividend paid to shareholders of record on November 17, 2004.

5. 541,666 shares are vested and immediately exercisable, 180,556 shares will vest and become exercisable on July 31, 2005, 180,555 shares will vest and become exercisable on January 31, 2006, 180,556 shares will vest and become exercisable on July 31, 2006, 180,555 shares will vest and become exercisable on January 31, 2007, and 180,556 shares will vest and become exercisable on July 31, 2007.

Remarks:

	Keith R. Dolliver, Attorney-in-Fact for James E. Allchin	07/08/2005
	** 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 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).
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