SecProbe.io

June 20 , 2014

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

Re: MicroStrategy Incorporated
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 12, 2014
File No. 000 -24435

Dear Mr. Thede :

We have reviewed your filing an d have the following comments.  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 or 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
respon se to these comment s, we may have  additional comments.

Consolidated Financial Statements

Consolidated Statements of Operations, page 73

1. We note that you classify revenue from subscription services within the “product licenses
and subscripti on services” line item.  Please explain your basis for including subscription
services with product revenues.  In this regard, we note that these are services and you
refer to them as “service contracts.”  See Rule 5 -03(b) (1) and (2) of Regulation S -X.

Douglas K. Thede
MicroStrategy Incorporated
June 20, 2014
Page 2

 Notes to Consolidated Financial Statements

Note (12): Share -based Compensation, page 94

2. We note that you used the simplified method to estimate the expected term for stock
options granted under the 2013 Plan, as your stock option exercise history does n ot
provide a reasonable basis to compute the expected term.  Please tell us why the historical
exercise data of Other Stock Incentive Plans cannot be used to estimate the expected term
for the 2013 Plan.  Refer to Question 6 of SAB Topic 14.D.2.

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 i ts 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 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 securities laws of the United States.

You may contact Eiko Yaoita Pyles, Staff Accountant , at (202) 551 -3587,  or Christine
Davis Assistant Chief Accountant,  at (202) 551 -3408, if you have questions regarding comments
on the financial statements and re lated matters.  If you require further assistance, do not hesitate
to contact me at (202) 551 -3406.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief