EXHIBIT 23.3
CONSENT OF MORGAN STANLEY & CO. INCORPORATED
We hereby consent to the use in the Registration Statement of Microsoft
Corporation on Form S-4 and in the Proxy Statement/Prospectus of Microsoft
Corporation and Visio Corporation, which is part of the Registration Statement,
of our opinion dated September 14, 1999 appearing as Annex C to such Proxy
Statement/Prospectus, to the description therein of such opinion and to the
references therein to our name. In giving the foregoing consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended (the "Securities
Act"), or the rules and regulations promulgated thereunder, nor do we admit
that we are experts with respect to any part of such Registration Statement
within the meaning of the term "experts" as used in the Securities Act or the
rules and regulations promulgated thereunder.
Morgan Stanley & Co. Incorporated
/s/ Charles R. Cory
By: ___________________________________
Charles R. Cory
Managing Director
Menlo Park, California
November 1, 1999