Exhibit T3D.4

                   IN THE UNITED STATES DISTRICT COURT FOR THE
                          EASTERN DISTRICT OF VIRGINIA
                               ALEXANDRIA DIVISION


__________________________________                              FILED
                                  )                         IN OPEN COURT
                                  )
IN RE MICROSTRATEGY INC.          ) Civil Action No:         MAR 12 2002
SECURITIES LITIGATION             ) 00-473-A
                                  )                   CLERK, U.S. DISTRICT COURT
                                  )                      ALEXANDRIA, VIRGINIA
__________________________________)

                                      ORDER

          THIS MATTER came before the Court on MicroStrategy Incorporated's
Unopposed Motion For Leave To Amend The Indenture Dated As Of January 11, 2001.

          HAVING CONSIDERED the parties' submissions and the arguments of
counsel; it is hereby

          ORDERED that Section 5.03 of the Indenture dated as of January 11,
2001 may be amended to read:

     Whether or not required by the rules and regulations of the SEC, so long as
     any Notes are outstanding, the Company shall file with the SEC and furnish
     to the Trustee and to the Holders of Notes, all quarterly and annual
     financial information required to be contained in a filing with the SEC on
     Forms 10-Q and 10-K, including a "Management's Discussion and Analysis of
     Results of Operations and Financial Condition" and, with respect to the
     annual information only, a report thereon by the Company's certified
     independent accountants, in each case, as required by the rules and
     regulations of the SEC as in effect on the Issuance Date. The Trustee shall
     be under no obligation or duty to review such reports, such delivery to it
     being for the purpose of having the same on file with the Trustee and
     available for examination. With respect to the Holders of the Notes, to the
     extent not inconsistent with the rules and regulations of the SEC in effect
     from time to time, the Company may satisfy its obligations under this
     Section 5.03 by, at the Company's option, (i) furnishing copies of the
     documents referred to in this section to the




         Holders or (ii) posting such documents or otherwise making them
         available, for a period of at least one (1) year after they have been
         filed with the SEC, on the Company's website (or a substantially
         equivalent successor medium if the Company no longer maintains a
         website), which posting may include, without limitation, the use of a
         hyperlink to a third party service that posts such documents.



Entered this the 12/th/ day of March, 2002.




/s/ T.S. Ellis, III
-----------------------------------------------
T.S. Ellis, III
United States District Court Judge