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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1. Name and Address of Reporting Person * SAYLOR MICHAEL J   2. Issuer Name and Ticker or Trading Symbol MICROSTRATEGY INC [MSTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) C/O MICROSTRATEGY INCORPORATED, 1850 TOWERS CRESCENT PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 08/28/2012 (Street) TYSONS CORNER, VA 22182 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 08/28/2012   M   4,700 A $ 20.69 4,700 D   Class A Common Stock 08/28/2012   S   4,700 D $ 125.625 (1) 0 D   Class A Common Stock 08/29/2012   M   37,600 A $ 20.69 37,600 D   Class A Common Stock 08/29/2012   S   37,600 D $ 126.684 (2) 0 D

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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

Employee Stock Option (right to buy)

$ 20.69

08/28/2012

M

4,700

(3)

02/08/2013

Class A Common Stock

4,700

$ 0

157,229

D

Employee Stock Option (right to buy)

$ 20.69

08/29/2012

M

37,600

(4)

02/08/2013

Class A Common Stock

37,600

$ 0

119,629 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SAYLOR MICHAEL J C/O MICROSTRATEGY INCORPORATED 1850 TOWERS CRESCENT PLAZA TYSONS CORNER, VA 22182	X	X	Chairman, President and CEO

Signatures

/s/ W. Ming Shao, Attorney-in-Fact		08/30/2012
**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)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.40 to $125.8001, inclusive. The reporting person undertakes to provide to MicroStrategy Incorporated, any security holder of MicroStrategy Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 and 2 to this Form 4.
(2)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.50 to $127.36, inclusive.
(3)	The 4,700 shares exercised on 08/28/2012 vested on 02/08/2007. Of the remaining 157,229 shares subject to the stock option, 75,229 shares vested on 02/08/2007 and 82,000 shares vested on 02/08/2008.
(4)	The 37,600 shares exercised on 08/29/2012 vested on 02/08/2007. Of the remaining 119,629 shares subject to the stock option, 37,629 shares vested on 02/08/2007 and 82,000 shares vested on 02/08/2008.
(5)	See Exhibit A.

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