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 * BANSAL SANJU K   2. Issuer Name and Ticker or Trading Symbol MICROSTRATEGY INC [MSTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice Chairman, EVP and COO (Last) (First) (Middle) C/O MICROSTRATEGY INCORPORATED, 1861 INTERNATIONAL DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 11/01/2004 (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               50,000 I Shares owned by Trust (1) Class A Common Stock 11/01/2004   C   40,000 A (2) 40,000 I Shares owned by LLC (3) Class A Common Stock 11/01/2004   S   100 D $ 59.92 39,900 (4) I Shares owned by LLC Class A Common Stock 11/01/2004   S   100 D $ 59.93 39,800 I Shares owned by LLC Class A Common Stock 11/01/2004   S   200 D $ 59.935 39,600 I Shares owned by LLC Class A Common Stock 11/01/2004   S   800 D $ 59.94 38,800 I Shares owned by LLC Class A Common Stock 11/01/2004   S   2,300 D $ 59.95 36,500 I Shares owned by LLC Class A Common Stock 11/01/2004   S   100 D $ 59.955 36,400 I Shares owned by LLC Class A Common Stock 11/01/2004   S   3,673 D $ 59.9577 32,727 I Shares owned by LLC Class A Common Stock 11/01/2004   S   100 D $ 59.96 32,627 I Shares owned by LLC Class A Common Stock 11/01/2004   S   266 D $ 59.98 32,361 I Shares owned by LLC Class A Common Stock 11/01/2004   S   2,866 D $ 60 29,495 I Shares owned by LLC Class A Common Stock 11/01/2004   S   200 D $ 60.01 29,295 I Shares owned by LLC Class A Common Stock 11/01/2004   S   1,350 D $ 60.02 27,945 I Shares owned by LLC Class A Common Stock 11/01/2004   S   611 D $ 60.04 27,334 I Shares owned by LLC Class A Common Stock 11/01/2004   S   2,450 D $ 60.0467 24,884 I Shares owned by LLC Class A Common Stock 11/01/2004   S   1,000 D $ 60.051 23,884 I Shares owned by LLC Class A Common Stock 11/01/2004   S   100 D $ 60.055 23,784 I Shares owned by LLC Class A Common Stock 11/01/2004   S   500 D $ 60.06 23,284 I Shares owned by LLC Class A Common Stock 11/01/2004   S   4,250 D $ 60.0654 19,034 I Shares owned by LLC Class A Common Stock 11/01/2004   S   500 D $ 60.068 18,534 I Shares owned by LLC Class A Common Stock 11/01/2004   S   600 D $ 60.07 17,934 I Shares owned by LLC Class A Common Stock 11/01/2004   S   500 D $ 60.08 17,434 I Shares owned by LLC Class A Common Stock 11/01/2004   S   1,800 D $ 60.0898 15,634 I Shares owned by LLC Class A Common Stock 11/01/2004   S   100 D $ 60.09 15,534 I Shares owned by LLC

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

(5)

11/01/2004

C

40,000

(5)

(5)

Class A Common Stock

40,000

(5)

346,556 (6)

I

Shares owned by LLC

Class B Common Stock

(5)

(5)

(5)

Class A Common Stock

38,305

38,305 (6)

I

Shares owned by Trust (7)

Class B Common Stock

(5)

(5)

(5)

Class A Common Stock

2,357

2,357 (6)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BANSAL SANJU K C/O MICROSTRATEGY INCORPORATED 1861 INTERNATIONAL DRIVE MCLEAN, VA 22102	X		Vice Chairman, EVP and COO

Signatures

Sanju K. Bansal		11/03/2004
**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 are owned directly by the Sanjeev K. Bansal Qualified Annuity Trust #3, and indirectly by Mr. Bansal as sole trustee of that trust.
(2)	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.
(3)	Shares that are indicated as being "owned by LLC" are owned directly by Shangri-La LLC (the "LLC"), and indirectly by Sanju K. Bansal as the sole member of the LLC.
(4)	Separate open market sale transactions that were executed on November 1, 2004 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.
(5)	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.
(6)	See Exhibit A.
(7)	These shares are owned directly by the Sanjeev K. Bansal Qualified Annuity Trust #2, and indirectly by Mr. Bansal as sole trustee of that trust.
Remarks: This is the first Form 4 of two Form 4 filings made by the reporting person to report transactions that occurred on November 1, 2004.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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