Sec Form 4 Filing - TERKOWITZ RALPH S @ MICROSTRATEGY INC - 2003-08-01

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 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 TERKOWITZ RALPH S 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MICROSTRATEGY INCORPORATED, 1861 INTERNATIONAL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2003 (Street) MCLEAN, VA22102 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/01/2003 M 3,500 A $ 12.5 3,500 I Shares owned by LLC( 1 ) Class A Common Stock 08/01/2003 S 3,500 D $ 43.2 0 I Shares owned by LLC( 1 ) Class A Common Stock 100 I As UTMA custodian for son Class A Common Stock 100 I By son( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Director Stock Options (right to buy) $ 12.5 08/01/2003 M 3,500 10/01/2000( 3 ) 10/01/2007 Class A Common Stock 3,500 $ 0 1,500( 4 ) I Shares owned by LLC( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TERKOWITZ RALPH S C/O MICROSTRATEGY INCORPORATED 1861 INTERNATIONAL DRIVE MCLEAN, VA22102 X Signatures Ralph S. Terkowitz, individually and as managing member of Ciabatta LLC 08/05/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned directly by Ciabatta LLC (the 'LLC'). The securities are owned indirectly by Mr. Terkowitz as a result of the ownership interest held by him and his wife in the LLC. ( 2 )100 shares previously held by Mr. Terkowitz as custodian for his eldest son under the Uniform Transfers to Minors Act ('UTMA') were transferred to such son upon his attainment of the age of majority and are now owned directly by such son. ( 3 )Of the 3,500 shares exercised on 08/01/2003 pursuant to this stock option, 1,400 shares vested on 10/01/2000, 1,800 shares vested on 10/01/2001, and 300 shares vested on 10/01/2002. The remaining portion of this option to purchase 1,500 shares vested on 10/01/2002 and expires on 10/01/2007. ( 4 )See Exhibit A.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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