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Mail Stop 4561          November 25, 2008  Via U.S. Mail and Facsimile (425-936-7329)

 Frank H. Brod  Corporate Vice President, Finance and Administration,   and Chief Accounting Officer  Microsoft Corporation One Microsoft Way Redmond, Washington  98052-6399
Re: Microsoft Corporation
 Definitive Proxy Statement
Filed September 29, 2008
 File No. 000-14278

Dear Mr. Bord:

We have reviewed the above-referenced filing and have the following comments.
If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  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 filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Compensation Discussion and Analysis, page 13

 Annual Cash Bonus, page 18

1. Although you identify the performance objectives underlying the 2008 annual
cash bonuses for your named executive offi cers, you do not disclose the target
levels for those performance objectives wh ich are quantitative (e .g., in the case of
Mr. Johnson, financial performance for the Client segment and the Online

Frank H. Brod
Microsoft Corporation
November 25, 2008 Page 2
Services Business segment).  Please note th at performance target levels generally
need to be disclosed to conform to the requirements of Item 402(b)(2)(v) of
Regulation S-K.  If you are relying on Inst ruction 4 to Item 402(b) to omit these
target levels, please provide us with your competitive harm analysis, and note that
Instruction 4 requires a discussion of how difficult it will be for the executive or
how likely it will be for the company to achieve the undisclosed target level.
 Fiscal year 2008 Target  Based SPSAs, page 20

2. With respect to awards made under your Target Based SPSA program in 2008,
you do not disclose the corporate operati onal performance targets or the team
operational performance targets for each of your named executive officers.  As
with your annual cash bonus disclosure, if you are rely ing on Instruction 4 to
Item 402(b) to omit these targets, please provide us with your competitive harm analysis.
3. Please explain in more detail how the compensation committee determined the level of difficulty associated  with achieving an award pa yout at the low, midrange
and top target levels.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing, you may wish to provide us with marked  copies of any amendment to expedite our
review.  Please furnish a cover letter th at keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, 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
filing;

Frank H. Brod
Microsoft Corporation November 25, 2008 Page 3
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities 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 filing or in response to our comments on your filing.
 You may contact Matthew Cr ispino at (202) 551-3456 if you have questions.  If
you require further assistance, pleas e contact me at (202) 551-3503.
 Sincerely,

David L. Orlic Special Counsel