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): October 30, 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 October 30, 2001, the Registrant issued a press release announcing its
financial results for the quarter ended September 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 third quarter financial
            results, dated as of October 30, 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: October 31, 2001