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 April 27, 2010
 Michael J. Saylor, CEO
MicroStrategy Incorporated 1861 International Drive McLean, VA 22102
 Re: MicroStrategy Incorporated
  Form 10-K for Fiscal Ye ar Ended December 31, 2009
  Filed February 24, 2010   File No. 000-24435

Dear Mr. Saylor:

We have reviewed your filing and have th e following comment.  Where indicated, we
think you should revise your document in response to this comment.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detaile d as necessary in your explan ation.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements and to enhance the overall disclosure
in your filing.  We look forward to working with you in these respects.  We welcome any
questions you may have about our  comment or any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.
 Item 1.  Business, page 4

 1. We note your disclosure on page 26 that you f ace a variety of risks in doing business
with the U.S. and foreign governments, various state and local governments, and
agencies, including risks rela ted to the procurement proc ess, budget constraints and
cycles, termination of contracts and audits .  Please tell us what consideration you
gave to disclosing the portion of your busine ss that may be subject to renegotiation of
profits or termination of c ontracts or subcontracts at th e election of the Government,
if material.  See Item 101(c )(1)(ix) of Regulation S-K.

*              *              *              *

As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provide us  with a response.  You may wish to provide

Michael J. Saylor
MicroStrategy Incorporated April 27, 2010 Page 2  us with marked copies of the amendment to expedite our review.  Please furnish a cover
letter with your amendment that keys your  responses to our comment and provides any
requested information.  Detailed cover letters gr eatly facilitate our review.  Please understand
that we may have additional comments after reviewing your amendment and response to our
comment.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes all inform ation required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comment, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
 If you have any questions, please call Evan S. Jacobson at (202) 551-3428.  If you
have further questions, you may contact me at (202) 551-3462.  If you thereafter require
further assistance, you may contact the Assistan t Director, Barbara C. Jacobs, at (202) 551-
3735.
  Sincerely,

Mark P. Shuman Branch Chief – Legal