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): July 31, 2001

                           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 July 31, 2001, the Registrant issued a press release announcing its
financial results for the quarter ended June 30, 2001, and providing additional
outlook and financial guidance information.  A copy of this press release has
been filed with this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.


99.1      Press Release regarding the Registrant's second quarter financial
          results, dated as of July 31, 2001.


     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

Date:  August 3, 2001