Sec Form 5 Filing - FLESSNER D PAUL @ MICROSOFT CORP - 2003-06-30

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FLESSNER D PAUL 2. Issuer Name and Ticker or Trading Symbol MICROSOFT CORP [ MSFT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) , 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2003 (Street) , 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/31/2002 A V 13,600( 1 ) A $ 0 18,390( 2 )( 3 ) D Common Stock 08/08/1988( 4 ) J( 5 ) V 0 A $ 0 562( 3 ) I By IRA Common Stock 08/08/1988( 4 ) J( 5 ) V 0 A $ 0 16,015( 3 ) I By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 23.99( 6 ) 07/31/2002 A V 600,000( 6 ) 01/31/2004( 7 ) 07/31/2012 Common Stock 600,000( 6 ) $ 0 600,000( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLESSNER D PAUL , Senior Vice President Signatures Shauna L. Vernal, Attorney-in-Fact for D. Paul Flessner 07/24/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents vesting stock award which shall vest over 5 years at the rate of 20% on the first anniversary of the date of grant and then at the rate of 20% on each of the following four anniversaries thereafter, subject to continued employment. Adjusted to reflect a 2-for-1 stock split effective February 14, 2003. ( 2 )Includes 62 shares purchased on December 31, 2002 (adjusted to reflect a 2-for-1 stock split effective February 14, 2003) and 854 shares purchased on June 30, 2003 under the Microsoft employee stock purchase plan and 54 shares acquired on March 7, 2003 under the Microsoft dividend reinvestment plan. ( 3 )Adjusted to reflect a 2-for-1 stock split effective February 14, 2003. This total represents shares owned as of June 30, 2003. ( 4 )In the Section 16 Electronic Reporting Frequently Asked Questions released by the SEC on May 1, 2003, the SEC has designated "08/08/1988" as a "dummy date" until the electronic system is modified. This line reports end of period indirect holdings for this reporting person, and 08/08/1988 is not a transaction date related to these securities. ( 5 )There has been no transaction in the indirect holdings for this reporting person. ( 6 )Adjusted to reflect a 2-for-1 stock split effective February 14, 2003. ( 7 )The option vests over 5 years at the rate of 12.5% on January 31, 2004 and then at the rate of 12.5% each six months thereafter.

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 4(b)(v).

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