SecProbe.io

June 1 3, 2013

Via E -mail
Douglas K. Thede
Senior Executive Vice President  & Chief Financial Officer
MicroStrategy Incorporated
1850 Towers Crescent Plaza
Tysons Corner, VA 22182

Re: MicroStrategy Incorporated
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 13, 2013
Form 8 -K filed March 15, 2013
File No. 000 -24435

Dear Mr. Thede :

We have reviewed your filing s and have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances o r do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies

(h) Revenue recognition, page 77

1. We note that you offer set -up services associated with your cloud subscription servi ces
and that set -up fees are recognized ratably over the longer of the contract period or the
estimated average life of the customer.  Please tell us whether these services  have stand -

Douglas K. Thede
MicroStrategy Incorporated
June 13, 2013
Page 2

 alone value.  Also, please explain your basis for recognizing these serv ices over the
longer of the contract period or the estimated average life of the customer.

2. We note that you determine relative selling price of your cloud subscription services
based upon third -party evidence (TPE), when available, or best estimated sel ling price
(BESP) when TPE is not available.  Please provide us with additional details regarding
how you determine TPE and BESP and tell us what consideration you gave to the
disclosure requirements within ASC 605 -25-50-2(e).

Form 8 -K Filed March 15, 2 013

3. Please tell us the consider ation you gave to filing pro forma financial information for the
disposition of Angel.com.  See Item 9.01 of Form 8 -K and Article 11 of Regulation S -X.
As part of your response, please provide us with the results of the sig nificance tests as of
December 31, 2012 in accordance with Rule 1 -02(w)  of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 th ey have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securiti es laws of the United States.

Douglas K. Thede
MicroStrategy Incorporated
June 13, 2013
Page 3

 You may contact Jaime John, Staff Accountant, at (202) 551 -3446 or Christine Davis,
Assistant Chief Accountant, at (202) 551 -3408, if you have questions regarding comments on the
financial statements and related matt ers.  If you require further assistance, do not hesitate to
contact me at (202) 551 -3406.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief