SecProbe.io

November 30, 2011
 Via E-mail

Frank Brod Corporate Vice President, Finance and Administration Microsoft Corporation One Microsoft Way  Redmond, Washington 98052-6399
Re: Microsoft Corporation
 Form 10-K for the Fiscal Year Ended June 30, 2010
Filed July 28, 2011 File No. 000-14278

Dear Mr. Brod:
 We have reviewed your filing and have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended June 30, 2011

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Overview and Outlook, page 22

 1. We note your discussion of key technology tre nds.  Tell us what consideration you gave
to disclosing and quantifying any reasonably expected material impact on your liquidity,
capital resources and/or results of operations  from the currently known trends, events and
uncertainties related to thes e opportunities and investments.  In addition, tell us what
consideration you gave to discussing and an alyzing any other known trends, events and
uncertainties specific to your company, such  as those resulting from your strategic
alliance with Nokia and the challenges associ ated with optimizing th e adCenter platform

 Frank Brod Microsoft Corporation November 30, 2011 Page 2
 for the Yahoo! alliance.  Refer to Secti on III.B.3 of SEC Rel ease 33-8350, Commission
Guidance Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
 Results of Operations

 Other Income (Expense) and Income Taxes

 Income Taxes, page 33

 2. We note that, in fiscal year 2011, U.S. income before income taxes declined, in dollar
amount and as a percentage of the consolidat ed amount, which contrasts with the increase
in foreign income before income taxes.  Te ll us what consideration you gave to including
a discussion of the underlying f actors contributing to these relative changes, including
any tax planning strategies.  Refer to Item  303(a)(3)(i) of Regulation S-K and Section
III.B of SEC Release No. 33-8350.
 Application of Critical  Accounting Policies

Goodwill, page 42
 3. We note your disclosure that th e fair value of OSD has been  the closest to its carrying
value, among your reporting units.  Tell us what  consideration you gave to disclosing the
percentage by which fair value exceeded the carrying value as of th e date of the most
recent test.  Alternatively, you may consider disc losing an assertion that a material charge
is unlikely even if step one failed, clearly de scribing the supporting ra tionale.  Refer to
Section V of SEC Release 33-8350.
 Notes to Financial Statements

 Note 13 – Income Taxes

 Uncertain Tax Positions, page 71

 4. Consistent with comment 5 from our lette r dated February 10, 2011; we note that you
disclose the tax years that remain subject to  examination by the I.R.S.  Tell us what
consideration you gave to also including a descripti on of the tax years that remain subject
to examination by major tax jurisdictions outside the U.S. pursuant to ASC 740-10-50-
15.e.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are

 Frank Brod Microsoft Corporation November 30, 2011 Page 3
 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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 federa l securities laws of  the United States.

You may contact Melissa Wa lsh, Staff Accountant, at  (202) 551-3224 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3226 with any other questions.
Sincerely,
       /s/ Craig D. Wilson        C r a i g  D .  W i l s o n
Sr. Asst. Chief Accountant