SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2001

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from ____to ____

                        Commission File Number 000-24435

                           MICROSTRATEGY INCORPORATED
             (Exact name of registrant as specified in its charter)

                                    Delaware
                            (State of Incorporation)

                      1861 International Drive, McLean, VA
                    (Address of Principal Executive Offices)

                                      22102
                                   (Zip Code)

                                   51-0323571
                     (I.R.S. Employer Identification Number)

       Registrant's telephone number, including area code: (703) 848-8600

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

The number of shares of the registrant's Class A common stock and Class B common
stock outstanding on November 1, 2001 was 43,451,963 and 49,421,262,
respectively.



                                     PART II

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On August 29, 2001, the Company issued an aggregate of 3,500,000 shares of its
class A common stock to seven persons in exchange for the remaining 16,536,049
outstanding shares of series A preferred stock, $.001 par value per share, of
the Company's subsidiary, Strategy.com Incorporated. The issuance of the class A
common stock in this transaction was made in reliance on the exemption from
registration under the Securities Act of 1933, as amended, provided by Section
4(2) thereunder. No underwriters were involved in the foregoing issuance of
securities.

On June 7, 2000, the Company entered into an agreement with Claudio Remon, the
controlling stockholder of DSS Consulting, S.A. ("DSS"), a company organized
under the laws of Argentina. The primary purpose of the agreement was to grant
the Company the right to hire certain employees of DSS. In exchange, the Company
issued, in a first installment, 57,143 shares of its class A common stock to Mr.
Remon in June 2000, as reported in the Company's Form 10-Q (file no. 000-24435)
filed on August 14, 2000. The Company issued to Mr. Remon a second installment
of 259,889 shares of class A common stock in September 2001. Issuance of this
second installment of shares to Mr. Remon was exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Regulation S
promulgated thereunder. The Company anticipates that it will issue additional
shares of its class A common stock to Mr. Remon contingent upon the achievement
of specific revenue and attrition criteria stipulated in the agreement.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              MICROSTRATEGY INCORPORATED

                              By:   /s/ Eric F. Brown
                                  ------------------------------------------
                                Name: Eric F. Brown
                                Title: President and Chief Financial Officer



Date:  May 14, 2002