CORRESP

1850 Towers Crescent Plaza

Tysons Corner, VA 22182

703 848 8600

703 848 8610 Fax

www.microstrategy.com

December 16, 2021

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4561

Attn:

Kathleen Collins

Rebekah Lindsey

Re:	MicroStrategy Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed February 12, 2021

Form 10-Q for the Quarter Ended September 30, 2021

Filed October 28, 2021

File No. 000-24435

Dear Ms. Collins and Ms. Lindsey:

On behalf of MicroStrategy Incorporated (the “Company”), I am responding to the comment contained in the letter dated December 3, 2021 (the “Letter”) from the staff of the Securities and Exchange Commission (the “Commission”) to Phong Le, President & Chief Financial Officer of the Company, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2020 (the “2020 10-K”) and Form 10-Q for the quarter ended September 30, 2021 (the “Q3 2021 10-Q”). Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the 2020 10-K and Q3 2021 10-Q.

Form 10-Q for the Quarterly Period Ended September 30, 2021

Non-GAAP Financial Measures, page 29

Comment:

We note your response to prior comment 5 and we object to your adjustment for bitcoin impairment charges in your non-GAAP measures. Please revise to remove this adjustment in future filings. Refer to Rule 100 of Regulation G.

Response:

The Company will revise its disclosures of non-GAAP measures in future filings to remove the adjustment for impairment losses and gains on sale related to bitcoin, as requested by the Commission.

* * * * *

In connection with responding to the staff’s comment, the Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filing; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.