SecProbe.io

December 27, 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, 2011
Filed July 28, 2011 File No. 000-14278

Dear Mr. Brod:
 We have reviewed your letter dated Decem ber 13, 2011 in connection with the above-
referenced filing and have the following comments.   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 may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they refe r to our letter dated November 30, 2011.
            Form 10-K for the Fiscal Year Ended June 30, 2011

 General

 1. As you know, Cuba, Iran, Sudan, and Syria are countries identified by the State
Department as state sponsors of terrorism and subject to U.S. economic sanctions and
export controls.  Please describe to us the nature, duration, and ex tent of your past,
current, and anticipated cont acts with Cuba, Iran, Sudan, and Syria, whether through
subsidiaries, distributors, rese llers, or other direct or i ndirect arrangements, since your
letter to us dated September 30, 2008.  In th is regard, we are aw are that in March 2010
the Treasury Department issu ed general licenses that woul d allow you to export certain
free mass-market software into those countries.  We also are aware of  media reports that
in June 2010 you participated in a delegati on, organized by the State Department, that

 Frank Brod Microsoft Corporation December 27, 2011 Page 2
 visited Syria to investigate possible technol ogy transfers that would enable you to sell
products in the Syrian market.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Results of Operations

 Other Income (Expense) and Income Taxes

 Income Taxes, page 33

 2. You indicate in response to prior comment 2 th at the shift in income from the U.S. to
foreign countries is predominately due to consumer demand and market conditions, as
disclosed in your discussion of the Window s business in MD&A.  Ensure that your
discussion of results of operations clearly identifies how the factors contributing to
significant variances impact the results with in your major geographi c areas.  You may
consider supplementing your discussion of  segment product revenue/operating income
(loss) with an indication of the geographic market that the changes relate to.  For
example, you should indicate to what extent th e changes in the PC market and the higher
growth in emerging markets with relatively lo wer average selling price contributed to the
disproportionate changes in income before ta xes in the U.S. as compared to foreign
operations.

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