WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 26, 2002

                           MICROSTRATEGY INCORPORATED
               (Exact Name of Registrant as Specified in Charter)

Delaware                            0-24435                      51-0323571
(State or Other Jurisdiction      (Commission                   (IRS Employer
of Incorporation)                 File Number)               Identification No.)

1861 International Drive, McLean, Virginia                                 22102
 (Address of Principal Executive Offices)                             (Zip Code)

Registrant's telephone number, including area code:   (703) 848-8600

         (Former Name or Former Address, if Changed since Last Report)

Item 5.  Other Events.

         On April 29, 2002, MicroStrategy Incorporated (the "Company") issued a
press release announcing its financial results for the quarter ended March 31,
2002, and providing additional outlook and financial guidance information. The
press release also announced that the Company's Chairman and CEO, Michael
Saylor, has informed the Company that, effective April 29, 2002, he is
terminating his 10b5-1 selling program announced in February 2001. The Company
also stated in the press release that its credit facility with Foothill Capital,
a subsidiary of Wells Fargo, was amended to eliminate the covenant requiring the
Company to raise $10 million in additional financing by June 30, 2002. Copies of
the press release and the amendment to the credit facility have been filed with
this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 10.1, respectively,
and are incorporated herein by reference.

         Under the terms of the Company's Certificate of Designations,
Preferences and Rights of the Series A Convertible Preferred Stock, the Company
may require holders to convert their shares of Series A Convertible Preferred
Stock (the "Series A Preferred Shares") into shares of the Company's Class A
Common Stock on the maturity date of June 19, 2002, or the Company may redeem
the Series A Preferred Shares on such date, or extend the maturity date for an
additional year. The Company has elected to convert all 650 outstanding Series A
Preferred Shares into shares of Class A Common Stock on June 19, 2002. The
number of shares of Class A Common Stock issuable upon conversion of each Series
A Preferred Share is determined by dividing the sum of $10,000 plus accrued and
unpaid dividends by the applicable conversion price. The applicable conversion
price is equal to 95% of the average of the dollar-volume weighted average price
of the Class A Common Stock on each trading day during the 30 consecutive
trading days immediately preceding June 19, 2002. A detailed description of the
rights, preferences and terms of the Series A Preferred Shares is contained in
the Company's Current Report on Form 8-K filed with the SEC on June 19, 2000 and
the exhibits to such report.


10.1              Amendment Number Three to Amended and Restated Loan and
                  Security Agreement, dated April 26, 2002, by and among
                  Foothill Capital Corporation, MicroStrategy Incorporated and
                  MicroStrategy Services Corporation.

99.1              Press Release regarding the Registrant's first quarter
                  financial results, dated as of April 29, 2002.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            MicroStrategy Incorporated

                                            By:/s/ Eric F. Brown
                                            Name:  Eric F. Brown
                                            Title: President and
                                                   Chief Financial Officer

Date: May 1, 2002