FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

COURTOIS JEAN PHILIPPE

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/7/2016 

3. Issuer Name and Ticker or Trading Symbol

MICROSOFT CORP [MSFT]

(Last)        (First)        (Middle)

C/O MICROSOFT CORPORATION, ONE MICROSOFT WAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Executive Vice President /

(Street)

REDMOND, WA 98052-6399       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   411620   (1) D  
 
Common Stock   197883   I   Held through "contrat d'assurance vie"   (2)
Common Stock   59699   I   Held through "contrat d'assurance vie"   (2)
Common Stock   16400   I   Held through "contrat de capitalisation"   (3)
Common Stock   16400   I   Held through "contrat de capitalisation"   (3)
Common Stock   16400   I   Held through "contrat de capitalisation"   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Includes an aggregate of 174,221 shares represented by stock awards that vest, subject to continued employment, as follows: 36,804 shares vest on August 29, 2016, 12,156 shares vest on August 30, 2016, 21,256 shares vest on August 31, 2016, 22,235 shares vest on February 28, 2017, 6,279 shares vest on May 15, 2017, 7,352 shares vest on August 29, 2017, 12,157 shares vest on August 30, 2017, 7,400 shares vest on August 31, 2017, 12,901 shares vest on February 28, 2018, 5,503 shares vest on August 29, 2018, 4,671 shares vest on August 30, 2018, 7,400 shares vest on August 31, 2018, 7,398 shares vest on February 28, 2019, 7,400 shares vest on August 31, 2019, 1,654 shares vest on February 29, 2020, and 1,655 shares vest on August 31, 2020.
( 2)  Held through "contrat d'assurance vie," a form of life insurance program, where the reporting person maintains investment control over the Microsoft shares held in the program. Beneficiaries of the program include the reporting person's children. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
( 3)  Held through "contrat de capitalisation," a form of life insurance program for the benefit of the reporting person's two children, or inheritor, where the reporting person maintains investment control over the Microsoft shares held in the program. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COURTOIS JEAN PHILIPPE
C/O MICROSOFT CORPORATION
ONE MICROSOFT WAY
REDMOND, WA 98052-6399


Executive Vice President

Signatures
Keith R. Dolliver, Attorney-in-fact for Jean-Philippe Courtois 7/15/2016
** 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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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