SEC 1745
(02-02)

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Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

MicroStrategy Incorporated

(Name of Issuer)

Common Stock - Class A

(Title of Class of Securities)

594972408

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]	Rule 13d-1(b)
[ X ]	Rule 13d-1(c)
[ ]	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 594972408						Page 2 of 15

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) HFTP Investment L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ X ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware limited liability company U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 52,865 shares of Class A Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power See Row 6 above.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) Approximately 0.6% as of December 31, 2002. (Based on 8,876,972 shares of Class A Common Stock issued and outstanding as of November 1, 2002.)

	12.	Type of Reporting Person (See Instructions) OO

Page 2 of 15

CUSIP No. 594972408

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Promethean Asset Management, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ X ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware limited liability company U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 52,865 shares of Class A Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power See Row 6 above.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) Approximately 0.6% as of December 31, 2002. (Based on 8,876,972 shares of Class A Common Stock issued and outstanding as of November 1, 2002.)

	12.	Type of Reporting Person (See Instructions) OO; HC

Page 3 of 15

CUSIP No. 594972408

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James F. O’Brien, Jr.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ X ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S. Citizen U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 52,865 shares of Class A Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power See Row 6 above.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) Approximately 0.6% as of December 31, 2002. (Based on 8,876,972 shares of Class A Common Stock issued and outstanding as of November 1, 2002.)

	12.	Type of Reporting Person (See Instructions) IN; HC

Page 4 of 15

CUSIP No. 594972408

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Promethean Investment Group, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ X ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York limited liability company U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 52,865 shares of Class A Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power See Row 6 above.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) Approximately 0.6% as of December 31, 2002. (Based on 8,876,972 shares of Class A Common Stock issued and outstanding as of November 1, 2002.)

	12.	Type of Reporting Person (See Instructions) OO; HC

Page 5 of 15

CUSIP No. 594972408

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) HFTP Managers LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ X ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware limited liability company U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 52,865 shares of Class A Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power See Row 6 above.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) Approximately 0.6% as of December 31, 2002. (Based on 8,876,972 shares of Class A Common Stock issued and outstanding as of November 1, 2002.)

	12.	Type of Reporting Person (See Instructions) OO; HC

Page 6 of 15

CUSIP No. 594972408

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Heracles Fund

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ X ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands corporation U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 52,865 shares of Class A Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power See Row 6 above.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) Approximately 0.6% as of December 31, 2002. (Based on 8,876,972 shares of Class A Common Stock issued and outstanding as of November 1, 2002.)

	12.	Type of Reporting Person (See Instructions) CO; HC

Page 7 of 15

CUSIP No. 594972408

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Promethean Managers LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ X ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware limited liability company U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 52,865 shares of Class A Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power See Row 6 above.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) Approximately 0.6% as of December 31, 2002. (Based on 8,876,972 shares of Class A Common Stock issued and outstanding as of November 1, 2002.)

	12.	Type of Reporting Person (See Instructions) OO; HC

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CUSIP No. 594972408

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Themis Managers LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ X ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware limited liability company U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 52,865 shares of Class A Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power See Row 6 above.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) Approximately 0.6% as of December 31, 2002. (Based on 8,876,972 shares of Class A Common Stock issued and outstanding as of November 1, 2002.)

	12.	Type of Reporting Person (See Instructions) OO; HC

Page 9 of 15

CUSIP No. 594972408

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Themis Partners L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ X ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware limited partnership U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 52,865 shares of Class A Common Stock

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power See Row 6 above.

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Row 6 above.

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) Approximately 0.6% as of December 31, 2002. (Based on 8,876,972 shares of Class A Common Stock issued and outstanding as of November 1, 2002.)

	12.	Type of Reporting Person (See Instructions) PN; HC

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CUSIP No. 594972408

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Item 1.
	(a)	Name of Issuer MicroStrategy Incorporated
	(b)	Address of Issuer's Principal Executive Offices 1861 International Drive McLean, Virginia 22102

Item 2.
	(a)	Name of Person Filing
	(b)	Address of Principal Business Office or, if none, Residence
	(c)	Citizenship
		HFTP Investment L.L.C. 750 Lexington Avenue, 22nd Floor New York, New York 10022 Delaware limited liability company
		Promethean Asset Management, L.L.C. 750 Lexington Avenue, 22nd Floor New York, New York 10022 Delaware limited liability company
		James F. O’Brien, Jr. 750 Lexington Avenue, 22nd Floor New York, New York 10022 U.S. citizen
		Promethean Investment Group, L.L.C. 750 Lexington Avenue, 22nd Floor New York, New York 10022 New York limited liability company
		HFTP Managers LLC 750 Lexington Avenue, 22nd Floor New York, New York 10022 Delaware limited liability company
		Heracles Fund c/o Promethean Asset Management, L.L.C. 750 Lexington Avenue, 22nd Floor New York, New York 10022 Cayman Island corporation
		Promethean Managers LLC 750 Lexington Avenue, 22nd Floor New York, New York 10022 Delaware limited liability company

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CUSIP No. 594972408

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Themis Managers LLC

750 Lexington Avenue, 22nd Floor

New York, New York 10022

Delaware limited liability company

Themis Partners L.P.

750 Lexington Avenue, 22nd Floor

New York, New York 10022

Delaware limited partnership

	(d)	Title of Class of Securities Class A Common Stock, par value $0.001 per share
	(e)	CUSIP Number 594972408.

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

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CUSIP No. 594972408

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(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ý

Item 4.	Ownership
	HFTP INVESTMENT L.L.C. PROMETHEAN ASSET MANAGEMENT, L.L.C. JAMES F. O’BRIEN, JR. PROMETHEAN INVESTMENT GROUP, L.L.C. HFTP MANAGERS LLC HERACLES FUND PROMETHEAN MANAGERS LLC THEMIS MANAGERS LLC THEMIS PARTNERS L.P.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
		52,865 shares of Class A Common Stock

	(b)	Percent of class:
		Approximately 0.6% as of December 31, 2002. (Based on 8,876,972 shares of Class A Common Stock issued and outstanding as of November 1, 2002.)

	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote
			0
		(ii)	Shared power to vote or to direct the vote
			See item (a) above.

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CUSIP No. 594972408

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		(iii)	Sole power to dispose or to direct the disposition of
			0
		(iv)	Shared power to dispose or to direct the disposition of
			See item (a) above.

Item 5.	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [X]

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
	See Item 2 above.

Item 8.	Identification and Classification of Members of the Group
	Not Applicable.

Item 9.	Notice of Dissolution of Group
	Not Applicable.

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CUSIP No. 594972408

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Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 13th day of February, 2003

/s/ James F. O’Brien, Jr.

HERACLES FUND

James F. O’Brien, Jr.

By:Promethean Asset Management, L.L.C.

HFTP INVESTMENT L.L.C.

Its: Investment Advisor

By:

Promethean Asset Management, L.L.C.

By:

/s/ James F. O’Brien, Jr.

Its:

Investment Manager

Name: James F. O’Brien, Jr.

Title: Managing Member

By:

/s/ James F. O’Brien, Jr.

Name: James F. O’Brien, Jr.

PROMETHEAN MANAGERS LLC

Title: Managing Member

By:

/s/ James F. O’Brien, Jr.

PROMETHEAN ASSET

Name: James F. O’Brien, Jr.

MANAGEMENT, L.L.C.

Title: Managing Member

By:

/s/ James F. O’Brien, Jr.

Name: James F. O’Brien, Jr.
Title: Managing Member

THEMIS MANAGERS LLC

By:

Promethean Managers LLC

Its: Managing Member

PROMETHEAN INVESTMENT

GROUP, L.L.C.

By:

/s/ James F. O’Brien, Jr.

Name: James F. O’Brien, Jr.

By:

/s/ James F. O’Brien, Jr.

Title: Managing Member

Name: James F. O’Brien, Jr.

Title: Managing Member

THEMIS PARTNERS L.P.

HFTP MANAGERS LLC

By:

Themis Managers LLC

Its:

General Partner

By:

Promethean Managers LLC

By:

Promethean Managers LLC

Its:

Managing Member

Its:

Managing Member

By:

/s/ James F. O’Brien, Jr.

By:

/s/ James F. O’Brien, Jr.

Name: James F. O’Brien, Jr.

Title: Managing Member

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