SecProbe.io

September 4, 2008
Via U.S. Mail and Facsimile (425-708-6421)

Frank H. Bord Corporate Vice President, Finance and Administration,
and Chief Accounting Officer
Microsoft Corporation
One Microsoft Way
Redmond, Washington 98052-6399
 Re: Microsoft Corporation
  Form 10-K for the Fiscal Year Ended June 30, 2008
  Filed July 31, 2008   File No. 0-14278
Dear Mr. Bord:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as state sponsors of  terrorism, and we have the
following comment.  Our review with respect to this issue does not  preclude further
review by the Assistant Director group with respect to other issues.   At this juncture,
we are asking you to provide us with supplemental information, so that we may better understand your disclosure.  Please be as deta iled as necessary in your response. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note in your definitive proxy statem ent on Schedule 14A filed on September
21, 2007 that Shareholder Proposal No.1 a lleges that you operate in “countries
controlled by authoritarian governments” su ch as Cuba, Iran, and Syria.  Also, it
appears from a pull-down menu in the “Microsoft Worldwid e” section of your
website that nationals in Syria can cont act the Beirut office of your subsidiary,
Microsoft Lebanon, for business purposes.  In addition, we are aware of a May
2007 news report indicating that your pr oducts are sold in Iran, and a May 2008
news report indicating that your pr oducts are sold in Cuba.
Your filing does not include any specific information regarding contacts with
Cuba, Iran, and Syria, countries that are identified by the State Department  as

Frank H. Bord
Microsoft Corporation
September 4, 2008 Page 2
state sponsors of terrorism, and subject to U.S. economic sanctions and export
controls.  Please describe to us the natu re and extent of your  past, current, and
anticipated contacts w ith the referenced countries, if any, whether through direct
or indirect arrangements.  Your response should describe in r easonable detail any
products, technology, and servic es that you have provided into those countries,
and any agreements, commercial arrange ments, or other contacts with the
governments of those countries or  entities controlled by them.

* * * * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Pleas e submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in
possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comment on your filings.

Please understand that we may have addi tional comments after we review your
response to our comment.  Pl ease contact Pradip Bhaumik, Attorney-Advisor, at (202)
551-3333 if you have any questions a bout the comment or our review.

Frank H. Bord
Microsoft Corporation September 4, 2008 Page 3           S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Barbara Jacobs   Assistant Director  Division of Corporation Finance