As filed with the Securities and Exchange Commission on August 24, 2009

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MICROSOFT CORPORATION

(Exact name of registrant as specified in its charter)

Washington	91-1144442
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

One Microsoft Way Redmond, Washington	98052-6399
(Address of Principal Executive Offices)	(Zip Code)

MICROSOFT CORPORATION DEFERRED COMPENSATION PLAN

MICROSOFT CORPORATION DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

(Full title of the plans)

John A. Seethoff

Vice President, Deputy General Counsel, Legal and Corporate Affairs

One Microsoft Way

Redmond, Washington 98502-6399

(Name and address of agent for service)

(425) 882-8080

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered (1)	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price (2)	Amount of registration fee
Deferred Compensation Obligations under the:
Microsoft Corporation Deferred Compensation Plan	$400,000,000	100%	$400,000,000	$22,320.00
Microsoft Corporation Deferred Compensation Plan for Non-Employee Directors	$5,000,000	100%	$5,000,000	$279.00
Total	$405,000,000		$405,000,000	$22,599.00

(1) The deferred compensation obligations are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of each of the plans.

(2) The proposed maximum aggregate offering price was estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Microsoft Corporation (the “Registrant”) hereby incorporates by reference into this registration statement the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009 (File No. 000-14278), filed with the Securities and Exchange Commission (the “Commission”) on July 30, 2009, which contains audited financial statements for the latest fiscal year for which such statements have been filed.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), after the date hereof, and prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

The securities being registered pursuant to the Microsoft Corporation Deferred Compensation Plan (the “Employee Plan”) and the Microsoft Corporation Deferred Compensation Plan for Non-Employee Directors (the “Director Plan”) represent obligations (“Obligations”) of the Registrant to pay deferred compensation in the future in accordance with the terms of each plan, which are filed as Exhibits 99.1 and 99.2 to this registration statement. Eligible employees of the Registrant are entitled to defer receipt of certain compensation into the Employee Plan, and non-employee members of the Board of Directors of the Registrant are entitled to defer receipt of cash and equity retainer payments into the Director Plan.

The Obligations are general unsecured obligations of the Registrant subject to the claims of its general creditors. The plans are considered unfunded for tax purposes.

The amount of compensation to be deferred by each participating eligible employee or Board member (individually, a “Participant” and collectively, the “Participants”) is determined in accordance with the applicable plan based on elections by each Participant.

Under the Employee Plan, amounts credited to a Participant’s account are credited with deemed investment returns equal to the experience of certain investment funds offered under the Employee Plan and selected by the Participant. The Obligations are generally payable upon a date or dates selected by the Participant under the Employee Plan, subject to exceptions for in-service withdrawals for an Unforeseeable Emergency (as defined in the Employee Plan) or certain terminations of employment. The Obligations generally are payable in cash in the form of a lump-sum distribution or in installments, at the election of the Participant.

Under the Director Plan, amounts credited to a Participant’s account are deemed to be immediately invested in shares of the Registrant’s common stock. Any dividends that would have been received had such amounts actually been invested in shares of common stock also will be credited to the Participant’s account and be deemed invested in shares of common stock. The Obligations are payable in shares of common stock that will be issued from the Microsoft Corporation 1999 Stock Plan for Non-Employee Directors (except that any fractional shares payable will be paid in cash) either in a lump sum following separation from Board service with the Company or in five equal installments following separation from Board service, in accordance with the Participant’s election.

A Participant may designate one or more beneficiaries to receive any portion of the Obligations payable in the event of death. Participants or beneficiaries generally may not anticipate, alienate, sell, transfer, assign or otherwise dispose of any right or interest in the plan in which they are participating. The Registrant reserves the right to amend or terminate the plans.

Item 5. Interests of Named Experts and Counsel.

The opinion of counsel as to the legality of the securities that may be issued under the Microsoft Corporation Deferred Compensation Plan and the Microsoft Corporation Deferred Compensation Plan for Non-Employee Directors is given by Keith R. Dolliver, Associate General Counsel. Mr. Dolliver owns shares of the Registrant’s common stock.

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Item 6. Indemnification of Directors and Officers.

Section 23B.08.510 of the Washington Business Corporation Act (“WBCA”) authorizes Washington corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving them as a result of their service as an officer or director. Section 23B.08.560 of the WBCA authorizes a corporation by provision in its articles of incorporation to agree to indemnify a director and obligate itself to advance or reimburse expenses without regard to the provisions of Sections 23B.08.510 through .550 of the WBCA; provided, however, that no such indemnity shall be made for or on account of any (a) acts or omissions of a director that involve intentional misconduct or a knowing violation of law, (b) conduct in violation of Section 23B.08.310 of the WBCA (relating to unlawful distributions) or (c) any transaction from which a director personally received a benefit in money, property or services to which the director was not legally entitled. The Registrant’s Amended and Restated Articles of Incorporation require indemnification of the Registrant’s officers and directors to the fullest extent not prohibited by applicable law now or hereafter in force and set forth procedures for those seeking indemnification and/or advancement of expenses.

The Registrant’s Amended and Restated Articles of Incorporation contain a provision eliminating the personal liability of directors to the Registrant or its shareholders for monetary damages arising out of a breach of fiduciary duty. Under Washington law, this provision eliminates the liability of a director for breach of fiduciary duty but does not eliminate the personal liability of any director for (i) acts or omissions of a director that involve intentional misconduct or a knowing violation of law, (ii) conduct in violation of Section 23B.08.310 of the WBCA or (iii) any transaction from which a director personally received a benefit in money, property or services to which the director was not legally entitled.

The Registrant also maintains certain captive insurance programs, in which it is the named insured, which may provide certain indirect coverage for directors’ and officers’ claims. In addition, the Registrant has had an indemnification trust in place since 1988, which trust was amended in 1993 (“1993 Trust”) and which funds the Registrant’s indemnification obligations to past and present officers and directors arising from their activities as such. $7.0 million has been deposited in the 1993 Trust. In the year ended June 30, 2003, the Registrant established an additional indemnification trust (“2003 Trust”) to fund the Registrant’s obligations to indemnify and/or advance expenses to directors arising from their service in the event the Registrant does not or is financially unable to provide the indemnification and/or advancement. The 2003 Trust was amended in November 2006 to increase the minimum balance of principal assets of the 2003 Trust from $13 million to $33 million. The Registrant has also entered into separate indemnification agreements with certain of its directors and executive officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description of Document
5.1+	Opinion of Counsel regarding legality of the obligations being registered
23.1+	Consent of Deloitte & Touche LLP, independent registered public accounting firm
23.2+	Consent of Counsel (included in opinion filed as Exhibit 5.1)
24.1+	Power of Attorney (see signature page)
99.1+	Microsoft Corporation Deferred Compensation Plan
99.2+	Microsoft Corporation Deferred Compensation Plan for Non-Employee Directors

+ Filed herewith.

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Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (“Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on August 24, 2009.

MICROSOFT CORPORATION
By:	/S/    CHRISTOPHER P. LIDDELL
	Christopher P. Liddell
	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christopher P. Liddell, John A. Seethoff and Peter A. Kraus, or any of them, as his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on August 24, 2009.

Signature	Title
/S/    STEVEN A. BALLMER	Chief Executive Officer and Director
Steven A. Ballmer	(Principal Executive Officer)
/S/    CHRISTOPHER P. LIDDELL	Senior Vice President, Finance and
Christopher P. Liddell	Administration, and Chief Financial Officer
	(Principal Financial Officer)
/S/    FRANK H. BROD	Corporate Vice President, Finance and
Frank H. Brod	Administration, and Chief Accounting Officer
	(Principal Accounting Officer)
/S/    WILLIAM H. GATES III	Chairman of the Board
William H. Gates III
/S/    JAMES I. CASH	Director
James I. Cash
/S/    DINA DUBLON	Director
Dina Dublon
/S/    RAYMOND V. GILMARTIN	Director
Raymond V. Gilmartin
	Director
Reed Hastings
/S/    MARIA M. KLAWE	Director
Maria M. Klawe, Ph.D.

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Signature	Title
/S/    DAVID F. MARQUARDT	Director
David F. Marquardt
/S/    CHARLES H. NOSKI	Director
Charles H. Noski
/S/    HELMUT PANKE	Director
Dr. Helmut Panke

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EXHIBIT INDEX

Exhibit Number	Description of Document
5.1+	Opinion of Counsel regarding legality of the obligations being registered
23.1+	Consent of Deloitte & Touche LLP, independent registered public accounting firm
23.2+	Consent of Counsel (included in opinion filed as Exhibit 5.1)
24.1+	Power of Attorney (see signature page)
99.1+	Microsoft Corporation Deferred Compensation Plan
99.2+	Microsoft Corporation Deferred Compensation Plan for Non-Employee Directors

+ Filed herewith.