EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the references to our firm in the Registration Statement on
Form S-4 of Microsoft Corporation under the captions "Accountants," "Accounting
treatment of the merger," "Conditions to completion of the merger" and
"Experts" and to the use of our reports dated October 23, 1998, with respect to
the consolidated financial statements and schedule of Visio Corporation
included in Visio Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998 filed with the Securities and Exchange Commission,
incorporated by reference in the Proxy Statement of Visio Corporation that is
made a part of the Registration Statement on Form S-4 and Prospectus of
Microsoft Corporation for the registration of 14,557,518 shares of Microsoft
common stock.
Ernst & Young LLP
Seattle, Washington
November 1, 1999