UNITED STATES DISTRICT COURT
                               FOR THE DISTRICT OF COLUMBIA



 STATE OF NEW YORK, et al.,

      Plaintiffs
         v.                                                   Civil Action No. 98-1233 (CKK)

 MICROSOFT CORPORATION,

      Defendant.



                                               ORDER

           Pending before the Court is a proposed consent decree entered into between Microsoft

and the Plaintiff States of New York, Ohio, Illinois, Kentucky, Louisiana, Maryland, Michigan,

North Carolina, and Wisconsin ("Plaintiff Settling States").  For the reasons set forth in the

accompanying Memorandum Opinion and Appendix A, it is this 1st day of November, 2002,

hereby 

           ORDERED that the proposed final judgment ("SRPFJ") is conditionally approved as a

final judgment to the claims of Plaintiff Settling States; and it is further 

           ORDERED that, in order to obtain final approval of the SRPFJ, Plaintiff Settling States

and Microsoft shall submit to the Court a proposed amendment to Û VII addressing the concerns

described in the accompanying Memorandum Opinion; and it is further



      ORDERED that such proposed amendment shall be submitted to the Court not later than

November 8, 2002.  

      SO ORDERED.


                                                      _____________________________
                                                      COLLEEN KOLLAR-KOTELLY
                                                      United States District Judge