UNITED STATES DISTRICT COURT                                  
                  FOR THE DISTRICT OF COLUMBIA                                  
                                                                                
                                                                                
UNITED STATES OF AMERICA,          )                                            
                                   )                                            
                       Plaintiff   )  Civil Action No.                          
                                   )                                            
               vs.                 )                                            
                                   )                                            
MICROSOFT CORPORATION,             )                                            
                                   )                                            
                       Defendant.  )                                            
                                                                                
                                                                                
                                                                                
                           STIPULATION

     It is stipulated by and between the undersigned parties, by 
their respective attorneys, that: 

     1.  The Court has jurisdiction over the subject matter of 
this action and over each of the parties hereto, and venue of 
this action is proper in the District of Columbia.

     2.   The parties consent that a Final Judgment in the form 
hereto attached may be filed and entered by the Court, upon the 
motion of any party or upon the Court's own motion, at any time 
after compliance with the requirements of the Antitrust 
Procedures and Penalties Act (15 U.S.C. 16), and without further 
notice to any party or other proceedings, provided that Plaintiff 
has not withdrawn its consent, which it may do at any time before 
the entry of the proposed Final Judgment by serving notice 
thereof on the Defendant and by filing that notice with the 
Court; and 

     3.   Defendant agrees to be bound by the provisions of the 
proposed Final Judgment pending its approval by the Court.  If 
the Plaintiff withdraws its consent or if the proposed Final 
Judgment is not entered pursuant to this Stipulation, this 
Stipulation shall be of no effect whatsoever, and the making of 
this Stipulation shall be without prejudice to any party in this 
or in any other proceeding. 

DATED This ____th day of July, 1994. 

FOR THE PLAINTIFF THE UNITED STATES OF AMERICA: 

_____________________________________ 
Anne K. Bingaman                      
Assistant Attorney General            
Antitrust Division                    
U.S. Department of Justice            



FOR THE DEFENDANT MICROSOFT CORPORATION: 



_____________________________________ 
William H. Neukom                     
Senior Vice President                 
Law and Corporate Affairs             
Microsoft Corporation