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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(Print or Type Responses)

1. Name and Address of Reporting Person * SANCHEZ EDUARDO S   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) VP, Worldwide Sales & Services (Last) (First) (Middle) C/O MICROSTRATEGY INCORPORATED, 1861 INTERNATIONAL DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 11/03/2004 (Street) MCLEAN, VA 22102 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 11/03/2004   C   5,000 A (1) 5,842 D   Class A Common Stock 11/03/2004   M   5,200 A $ 2.5 11,042 D   Class A Common Stock 11/03/2004   S   200 D $ 62.25 10,842 (2) D   Class A Common Stock 11/03/2004   S   518 D $ 62.37 10,324 D   Class A Common Stock 11/03/2004   S   700 D $ 62.39 9,624 D   Class A Common Stock 11/03/2004   S   200 D $ 62.41 9,424 D   Class A Common Stock 11/03/2004   S   100 D $ 62.42 9,324 D   Class A Common Stock 11/03/2004   S   100 D $ 62.43 9,224 D   Class A Common Stock 11/03/2004   S   1,300 D $ 62.5 7,924 D   Class A Common Stock 11/03/2004   S   100 D $ 62.51 7,824 D   Class A Common Stock 11/03/2004   S   550 D $ 62.52 7,274 D   Class A Common Stock 11/03/2004   S   300 D $ 62.54 6,974 D   Class A Common Stock 11/03/2004   S   200 D $ 62.56 6,774 D   Class A Common Stock 11/03/2004   S   100 D $ 62.61 6,674 D   Class A Common Stock 11/03/2004   S   110 D $ 62.63 6,564 D   Class A Common Stock 11/03/2004   S   200 D $ 62.64 6,364 D   Class A Common Stock 11/03/2004   S   100 D $ 62.68 6,264 D   Class A Common Stock 11/03/2004   S   422 D $ 62.71 5,842 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

Class B Common Stock

(3)

11/03/2004

C

5,000

(3)

(3)

Class A Common Stock

5,000

(3)

67,481 (4)

D

Employee Stock Option (right to buy)

$ 2.5

11/03/2004

M

5,200

(5)

03/31/2006

Class A Common Stock

5,200

$ 0

0 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SANCHEZ EDUARDO S C/O MICROSTRATEGY INCORPORATED 1861 INTERNATIONAL DRIVE MCLEAN, VA 22102			VP, Worldwide Sales & Services

Signatures

W. Ming Shao, As Attorney-in-Fact		11/05/2004
**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)	These shares were acquired upon conversion of shares of Class B Common Stock, which were convertible on a 1-for-1 basis into shares of Class A Common Stock.
(2)	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.
(3)	Shares of Class B Common Stock are convertible immediately upon receipt into shares of Class A Common Stock on a 1-for-1 basis and have no expiration date.
(4)	See Exhibit A.
(5)	Of the 5,200 shares exercised on 11/03/2004 pursuant to this stock option, 1,040 shares vested on 03/31/1997, 1,040 shares vested on 03/31/1998, 1,040 shares vested on 03/31/1999, 1,040 shares vested on 03/31/2000, and 1,040 shares vested on 03/31/2001.

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