FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * KLEIN JONATHAN F   2. Issuer Name and Ticker or Trading Symbol MICROSTRATEGY INC [MSTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Law & General Counsel (Last) (First) (Middle) C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 02/03/2011 (Street) VIENNA, VA 22182 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 02/03/2011   M   613 A $ 4.7 613 D   Class A Common Stock 02/03/2011   M   614 A $ 20.69 1,227 D   Class A Common Stock 02/03/2011   S   100 D $ 111.75 1,127 (1) D   Class A Common Stock 02/03/2011   S   100 D $ 111.76 1,027 D   Class A Common Stock 02/03/2011   S   106 D $ 111.8 921 D   Class A Common Stock 02/03/2011   S   200 D $ 111.81 721 D   Class A Common Stock 02/03/2011   S   399 D $ 111.82 322 D   Class A Common Stock 02/03/2011   S   100 D $ 111.8201 222 D   Class A Common Stock 02/03/2011   S   222 D $ 111.83 0 D   Class A Common Stock 02/04/2011   M   4,136 A $ 4.7 4,136 D   Class A Common Stock 02/04/2011   M   4,137 A $ 20.69 8,273 D   Class A Common Stock 02/04/2011   S   3,273 D $ 111.7 5,000 D   Class A Common Stock 02/04/2011   S   4,810 D $ 111.75 190 D   Class A Common Stock 02/04/2011   S   90 D $ 111.76 100 D   Class A Common Stock 02/04/2011   S   100 D $ 111.77 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 4.7

02/03/2011

M

613

(2)

07/26/2012

Class A Common Stock

613

$ 0

29,009

D

Employee Stock Option (right to buy)

$ 20.69

02/03/2011

M

614

(3)

02/08/2013

Class A Common Stock

614

$ 0

29,264

D

Employee Stock Option (right to buy)

$ 4.7

02/04/2011

M

4,136

(4)

07/26/2012

Class A Common Stock

4,136

$ 0

24,873

D

Employee Stock Option (right to buy)

$ 20.69

02/04/2011

M

4,137

(5)

02/08/2013

Class A Common Stock

4,137

$ 0

25,127

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KLEIN JONATHAN F C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA VIENNA, VA 22182			EVP, Law & General Counsel

Signatures

/s/ W. Ming Shao, Attorney-in-Fact		02/07/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Separate open market sale transactions that were executed on the same day at the same price have been reported on an aggregate basis on a single line in Table I. The order in which sale transactions are set forth in Table I is not necessarily reflective of the sequence in which the sale transactions occurred in fact.
(2)	The 613 shares exercised on 02/03/2011 pursuant to this stock option vested on 07/26/2005. Of the remaining 29,009 shares subject to the stock option, 11,509 shares vested on 07/26/2005 and 17,500 shares vested on 07/26/2006.
(3)	The 614 shares exercised on 02/03/2011 pursuant to this stock option vested on 02/08/2006. Of the remaining 29,264 shares subject to the stock option, 9,264 shares vested on 02/08/2006; 10,000 shares vested on 02/08/2007; and 10,000 shares vested on 02/08/2008.
(4)	The 4,136 shares exercised on 02/04/2011 pursuant to this stock option vested on 07/26/2005. Of the remaining 24,873 shares subject to the stock option, 7,373 shares vested on 07/26/2005 and 17,500 shares vested on 07/26/2006.
(5)	The 4,137 shares exercised on 02/04/2011 pursuant to this stock option vested on 02/08/2006. Of the remaining 25,127 shares subject to the stock option, 5,127 shares vested on 02/08/2006; 10,000 shares vested on 02/08/2007; and 10,000 shares vested on 02/08/2008.

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