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, 2000

                                       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)

                     8000 Towers Crescent Drive, Vienna, VA
                    (Address of Principal Executive Offices)

                                     22182
                                   (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, 2000 was  25,208,764  and  55,036,766,
respectively.


EXPLANATORY NOTE

This Form 10-Q/A revises the Consolidated Statements of Operations for the three
months ended September 30, 2000 and 1999 and the Consolidated Statements of
Operations for the nine months ended September 30, 2000 and 1999 as follows:
sales and marketing expenses are being decreased by $4,398,000 and general and
administrative expenses are being increased by $4,398,000 for the three and nine
month period ended September 30, 2000. The dollar value, percentage of revenue
and percentage changes over prior year sales and marketing and general and
administrative expenses in Management's Discussion and Analysis of Financial
Condition and Results of Operations have been changed accordingly to reflect the
change. In addition, this Form 10-Q/A revises the Consolidated Balance Sheet as
of September 30, 2000 as follows: current deferred revenue and advance payments
are being decreased by $12,796,000 and non-current deferred revenue and advance
payments are being increased by $12,796,000. The current and non-current
deferred product support and other service revenue in the related notes and
Management's Discussion and Analysis of Financial Condition and Results of
Operations have been changed accordingly to reflect the change.



                           MICROSTRATEGY INCORPORATED

                                  FORM 10-Q/A

                                TABLE OF CONTENTS

PART I.    FINANCIAL INFORMATION




Item 1.     Financial Statements
 

            Consolidated Balance Sheets as of September 30, 2000 (unaudited) and December 31, 1999....   1

            Consolidated Statements of Operations For the Three Months Ended September 30, 2000 and
            1999 (unaudited)...........................................................................  2

            Consolidated Statements of Operations For the Nine Months Ended September 30, 2000 and
            1999 (unaudited)...........................................................................  3

            Consolidated Statement of Stockholders' Equity (Deficit) For the Nine Months Ended
            September 30, 2000 (unaudited).............................................................  4

            Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2000 and
            1999 (unaudited)...........................................................................  5

            Notes to Consolidated Financial Statements (unaudited).....................................  6


Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations......  15


Item 3.     Quantitative and Qualitative Disclosures About Market Risk.................................  42


PART II.    OTHER INFORMATION


Item 1.     Legal Proceedings..........................................................................  43

Item 2.     Changes in Securities and Use of Proceeds..................................................  43

Item 6.     Exhibits and Reports on Form 8-K...........................................................  44




                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           MICROSTRATEGY INCORPORATED

                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except per share data)



                                                                                           September      December
                                                                                           30, 2000       31, 1999
                                                                                           -----------------------
                                                                                          (unaudited)
 
Assets
   Current assets:
     Cash and cash equivalents .........................................................   $  38,704    $  25,941
     Restricted cash ...................................................................      26,220         --
     Short-term investments ............................................................       2,364       42,418
     Accounts receivable, net ..........................................................      39,465       37,586
     Prepaid expenses and other current assets .........................................      14,148       15,461
                                                                                           ---------     --------
        Total current assets ...........................................................     120,901      121,406
   Property and equipment, net .........................................................      61,655       30,594
   Long term investments ...............................................................       5,261         --
   Intangible assets, net of accumulated amortization of $13,449 and $503, respectively       38,295       47,154
   Deposits and other assets ...........................................................      15,951        4,214
                                                                                           ---------    ---------
        Total assets ...................................................................   $ 242,063    $ 203,368
                                                                                           =========    =========
Liabilities and Stockholders'Equity
   Current liabilities:
     Accounts payable and accrued expenses .............................................   $  42,382    $  15,357
     Accrued compensation and employee benefits ........................................      19,142       14,912
     Deferred revenue and advance payments .............................................      47,070       38,028
                                                                                           ---------    ---------
        Total current liabilities ......................................................     108,594       68,297
   Deferred revenue and advance payments ...............................................      29,023       33,255
   Accrued litigation settlement .......................................................     123,950         --
   Other long-term liabilities .........................................................       2,710         --
                                                                                           ---------    ---------
        Total liabilities ..............................................................     264,277      101,552
                                                                                           ---------    ---------
   Commitments and contingencies (Notes 9 and 10)
       Series A convertible preferred stock, par value $0.001 per share, 18 shares
            authorized, 13 shares issued and outstanding ...............................     119,667         --
   Stockholders' equity:
        Preferred stock undesignated, par value $0.001 per share, 4,982 shares
        authorized; no shares issued or outstanding ....................................        --           --
        Class A common stock, par value $0.001 per share, 330,000 shares authorized;
         24,994 and 22,384 shares issued and outstanding, respectively .................          25           22
        Class B common stock, par value $0.001 per share, 165,000 shares authorized;
         55,147 and 55,867 shares issued and outstanding, respectively .................          55           56
     Additional paid-in capital ........................................................     150,319      138,943
     Accumulated other comprehensive (loss) income .....................................        (415)       1,643
     Deferred compensation .............................................................        (692)        (895)
     Accumulated deficit ...............................................................    (291,173)     (37,953)
                                                                                           ---------    ---------
        Total stockholders' (deficit) equity ...........................................    (141,881)     101,816
                                                                                           ---------    ---------
        Total liabilities and stockholders' equity .....................................   $ 242,063    $ 203,368
                                                                                           =========    =========



              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.

                                       1


                           MICROSTRATEGY INCORPORATED

                      CONSOLIDATED STATEMENTS OF OPERATIONS

             For the Three Months Ended September 30, 2000 and 1999
                      (in thousands, except per share data)





                                                                                     Three Months Ended
                                                                                     September 30,
                                                                                     2000        1999
                                                                                     ----------------
                                                                                 (unaudited) (unaudited)
 
Revenues:
   Product licenses ..........................................................   $  28,124    $ 18,159
   Product support and other services ........................................      36,731      17,150
                                                                                 ---------    --------
     Total revenues ..........................................................      64,855      35,309
Cost of revenues:
   Product licenses ..........................................................         120         844
   Product support and other services ........................................      26,153       9,023
                                                                                 ---------    --------
     Total cost of revenues ..................................................      26,273       9,867
                                                                                 ---------    --------
Gross profit .................................................................      38,582      25,442
                                                                                 ---------    --------
Operating expenses:
   Sales and marketing .......................................................      36,419      24,324
   Research and development ..................................................      16,031       8,082
   General and administrative ................................................      17,108       6,223
   Amortization of intangible assets .........................................       4,798          20
   Restructuring and related charges .........................................      10,835        --
                                                                                 ---------    --------
     Total operating expenses ................................................      85,191      38,649
                                                                                 ---------    --------
Loss from operations .........................................................     (46,609)    (13,207)
Financing & other income (expense):
   Net interest ..............................................................       1,360         594
   Loss on investments .......................................................      (8,985)         --
   Provision for litigation settlement .......................................    (113,700)         --
   Other income (expense), net ...............................................          56          (6)
                                                                                  --------    --------
     Total financing & other income (expense) ................................    (121,269)        588
                                                                                  --------    --------
Loss before income taxes .....................................................    (167,878)    (12,619)
Provision for income taxes ...................................................         350         155
                                                                                 ---------    --------
Net loss .....................................................................   $(168,228)   $(12,774)
                                                                                 ---------    --------

Accrued preferred stock dividends ............................................   $  (2,188)   $    --
                                                                                 ---------    --------

Net loss attributable to common stockholders .................................   $(170,416)   $(12,774)
                                                                                 =========    ========

Basic and diluted net loss per share .........................................   $   (2.13)   $  (0.17)
                                                                                 =========    ========
Weighted average shares used in computing basic and diluted net loss per share      79,975      76,723


              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.

                                       2


                           MICROSTRATEGY INCORPORATED

                      CONSOLIDATED STATEMENTS OF OPERATIONS

              For the Nine Months Ended September 30, 2000 and 1999
                      (in thousands, except per share data)




                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                                     2000        1999
                                                                                  ----------------------
                                                                                   (unaudited) (unaudited)

Revenues:
   Product licenses ..........................................................   $  75,964    $  59,754
   Product support and other services ........................................      89,850       45,342
                                                                                 ---------    ---------
     Total revenues ..........................................................     165,814      105,096
Cost of revenues:
   Product licenses ..........................................................       1,117        1,927
   Product support and other services ........................................      63,690       23,538
                                                                                 ---------    ---------
     Total cost of revenues ..................................................      64,807       25,465
                                                                                 ---------    ---------
Gross profit .................................................................     101,007       79,631
                                                                                 ---------    ---------
Operating expenses:
   Sales and marketing .......................................................     116,274       62,243
   Research and development ..................................................      48,044       19,231
   General and administrative ................................................      46,611       15,731
   Amortization of intangible assets .........................................      12,946           61
   Restructuring and related charges .........................................      10,835         --
                                                                                 ---------    ---------
     Total operating expenses ................................................     234,710       97,266
                                                                                 ---------    ---------
Loss from operations .........................................................    (133,703)     (17,635)
Financing & other income (expense):
   Net interest ..............................................................       2,251        1,626
   Loss on investments .......................................................      (7,629)        --
   Provision for litigation settlement .......................................    (113,700)        --
   Other income ..............................................................         161           26
                                                                                 ---------    ---------
      Total financing & other income (expense) ...............................    (118,917)       1,652
                                                                                 ---------    ---------
Loss before income taxes .....................................................    (252,620)     (15,983)
Provision for income taxes ...................................................         600          598
                                                                                 ---------    ---------
Net loss .....................................................................   $(253,220)   $ (16,581)
                                                                                 ---------    ---------

Accrued preferred stock dividends ............................................   $  (2,500)   $    --
Beneficial conversion feature ................................................   $ (19,375)   $    --
                                                                                 ---------    ---------

Net loss attributable to common stockholders .................................   $(275,095)   $ (16,581)
                                                                                 =========    =========

Basic and diluted net loss per share .........................................   $   (3.46)   $   (0.22)
                                                                                 =========    =========
Weighted average shares used in computing basic and diluted net loss per share      79,546       75,420
                                                                                 =========    =========



              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.

                                       3


                           MICROSTRATEGY INCORPORATED

            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                  For the Nine Months Ended September 30, 2000
                                 (in thousands)
                                   (unaudited)






                                                                              Accumulated Other
                                                                                Comprehensive
                                                                                Income (Loss)
                                                                             --------------------
                                                                             Unrealized  Foreign
                                     Class A           Class B    Additional  Gain on   Currency    Accumu-   Deferred
                                   Common Stock      Common Stock  Paid-in  Short-term  Translation  lated      Comp-
                                 Shares    Amount  Shares   Amount Capital  Investments Adjustment   Deficit  ensation    Total
                                 ----------------------------------------------------------------------------------------------

Balance at December 31, 1999.  22,384    $   22 55,867    $  56 $ 138,943    $  1,367     $  276 $ (37,953)  $  (895)$ 101,816
                               ------    ------ ------    ----- ---------    --------     ------ ---------   ------- ---------
Net loss....................     --        --      --       --        --         --          --   (253,220)      --   (253,220)

Unrealized loss on short-term
investments, net of applicable
taxes.......................     --        --      --       --        --      (1,336)        --        --        --     (1,336)

Foreign currency translation
adjustment..................     --        --      --       --        --          --       (722)       --        --       (722)
                                                                                                                      --------

Comprehensive loss..........     --        --      --       --        --           --        --        --        --   (255,278)

Conversion of Class B to
Class A common stock........      720         1   (720)      (1)      --         --          --        --        --         --

Issuance of Class A common
stock under stock option and
purchase plans..............    1,833         2    --       --       7,790       --          --        --        --      7,792

Stock issued in connection
with consulting services
agreement...................       57      --      --       --       1,600       --          --        --        --      1,600

Capital contribution
related to stockholder
stock grant.....                 --        --      --       --       3,003       --          --        --        --      3,003

Acceleration of vesting
provisions on stock
options............              --        --      --       --       1,483       --          --        --        --      1,483

Preferred stock dividends...     --        --      --       --     (2,500)       --          --        --        --     (2,500)

Amortization of deferred
stock compensation..........     --        --      --       --         --        --          --        --       203        203


Balance at September 30,2000   24,994    $   25 55,147    $  55 $ 150,319       $  31    $ (446) $(291,173) $   (692)$(141,881)
                               ======    ====== ======    ===== =========       =====    ======  =========  ======== =========



              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.

                                       4


                           MICROSTRATEGY INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              For the Nine Months Ended September 30, 2000 and 1999
                                 (in thousands)



                                                                                         Nine Months Ended
                                                                                           September 30,
                                                                                         2000        1999
                                                                                         -------------------
                                                                                      (unaudited) (unaudited)

Operating activities:
   Net loss ........................................................................   $(253,220)   $(16,581)
   Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization .................................................      23,732       4,902
     Provision for doubtful accounts ...............................................       4,022       1,039
     Amortization of deferred compensation .........................................         203         201
     Loss on other than temporary decline in investments ...........................      10,359        --
     Gain on hedging transaction ...................................................      (1,375)       --
     Gain on sale of short-term investments ........................................      (1,355)       --
     Compensation expense recognized on stockholder stock grant ....................       3,003        --
     Compensation expense on accelerated options ...................................       1,483        --
     Provision for litigation settlement ...........................................     113,700        --
     Changes in operating assets and liabilities:
       Accounts receivable .........................................................      (7,076)     (6,045)
       Prepaid expenses and other current assets ...................................       1,968      (1,670)
       Deposits and other assets ...................................................      (1,576)       (377)
       Accounts payable and accrued expenses, compensation and benefits ............      29,588       3,691
       Deferred revenue and advance payments .......................................      (7,480)     10,914
       Other long-term liabilities .................................................       1,508        --
                                                                                       ---------    --------
          Net cash used in operating activities ....................................     (82,516)     (3,926)
                                                                                       ---------    --------
Investing activities:
   Purchases of property and equipment .............................................     (41,564)    (20,078)
   Purchases of short-term investments .............................................      (1,496)    (24,492)
   Purchases of long-term investments ..............................................      (5,011)       --
   Maturities of short-term investments ............................................       5,500       3,000
   Proceeds from sale of short-term investments ....................................      38,388        --
   Proceeds from realized gain on hedging transaction ..............................       1,375        --
   Increase in restricted cash .....................................................     (26,220)       --
   Purchases of intangible assets ..................................................      (2,443)       --
                                                                                       ---------    --------
        Net cash used in investing activities ......................................     (31,471)    (41,570)
                                                                                       ---------    --------
Financing activities:
   Proceeds from sale of Class A common stock and exercise of stock options, net of
     offering costs ................................................................       7,792      45,624
   Proceeds from sale of Series A convertible preferred stock, net of offering costs     119,667        --
   Payments of dividend notes payable ..............................................        --        (5,000)
                                                                                       ---------    --------

        Net cash provided by financing activities ..................................     127,459      40,624
                                                                                       ---------    --------
        Effect of foreign exchange rate changes on cash and cash equivalents .......        (709)       (239)
                                                                                       ---------    --------
Net increase (decrease) in cash and cash equivalents ...............................      12,763      (5,111)
Cash and cash equivalents, beginning of period .....................................      25,941      27,491
                                                                                       ---------    --------
Cash and cash equivalents, end of period ...........................................   $  38,704    $ 22,380
                                                                                       =========    ========
Supplemental disclosure of noncash investing and financing activities:
   Change in unrealized gain on short-term investments, net of tax .................   $  (1,336)   $   (114)
                                                                                       =========    ========
   Stock received in exchange for products and services ............................   $  12,556        --
                                                                                       =========    ========
   Issuance of Class A common stock related to consulting services agreement .......   $   1,600    $   --
                                                                                       =========    ========
   Preferred stock dividends .......................................................   $   2,500    $   --
                                                                                       =========    ========
Supplemental disclosure of cash flow information:
   Cash paid during the period for interest ........................................   $      26    $     87
                                                                                       =========    ========
   Cash paid during the period for income taxes ....................................   $     160    $  2,113
                                                                                       =========    ========


              The accompanying notes are an integral part of these
                       Consolidated Financial Statements.


                                       5


                           MICROSTRATEGY INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)


(1) Basis of Presentation

     The consolidated balance sheet of MicroStrategy Incorporated
("MicroStrategy" or the "Company") as of September 30, 2000, the related
consolidated statements of operations for the three and nine months ended
September 30, 2000 and 1999, the consolidated statement of stockholders' equity
(deficit) for the nine months ended September 30, 2000, and the consolidated
statements of cash flows for the nine months ended September 30, 2000 and 1999
are unaudited. In the opinion of management, all adjustments (consisting of
normal recurring items) necessary for a fair presentation of such financial
statements have been included. Interim results are not necessarily indicative of
results for a full year.

     The consolidated  financial  statements and notes are presented as required
by Form 10-Q and do not contain  certain  information  included in the Company's
annual financial statements and notes. These financial statements should be read
in conjunction  with the Company's  audited  financial  statements and the notes
thereto  filed with the  Securities  and  Exchange  Commission  ( "SEC ") in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

     Certain amounts in the prior year  consolidated  financial  statements have
been reclassified to conform to the current year presentation.

     Subsequent to the filing of a  registration  statement on Form S-3 with the
SEC in the first quarter of 2000 which included the Company's  audited financial
statements  for the years ended  December 31, 1999,  1998 and 1997,  the Company
became aware that the timing and amount of reported earned revenues from license
transactions in 1999, 1998 and 1997 required revision.

     As discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 in Note 3 of the Notes to Consolidated  Financial  Statements,
these  revisions  primarily  addressed  the  recognition  of revenue for certain
software  arrangements  which  should be  accounted  for under the  subscription
method or the percentage of completion method. The Company also reviewed license
agreements  executed near the end of each quarter and determined  that revisions
to its reported revenues were necessary, primarily to ensure that all agreements
for which the  Company  was  recognizing  revenue  in a  reporting  period  were
executed by both parties no later than the end of the reporting  period in which
the revenue is  recognized.  The amounts  reported in the  financial  statements
related to 1999 are the restated amounts.

(2) Recent Accounting Pronouncements

     In December 1999, the SEC released Staff  Accounting  Bulletin  ("SAB") No.
101, "Revenue  Recognition in Financial  Statements," which provides guidance on
the recognition,  presentation and disclosure of revenue in financial statements
filed with the SEC.  Subsequently,  the SEC released SAB 101A, which delayed the
implementation  date of SAB 101 for  registrants  with  fiscal  years that begin
between  December 16, 1999 and March 15, 2000. In June 2000,  the SEC issued SAB
101B,  further  delaying the required  implementation  of SAB 101 by the Company
until the fourth  quarter of fiscal year 2000.  The Company  does not expect the
application  of SAB 101 to have a material  impact on its financial  position or
results of operations.

     In March 2000, the Financial  Accounting  Standards  Board ("FASB")  issued
FASB  Interpretation  ("FIN")  No.  44,  "Accounting  for  Certain  Transactions
Involving Stock  Compensation - An Interpretation of APB Opinion No. 25." FIN 44
clarifies  the  application  of APB  Opinion  No. 25 and,  among  other  issues,
clarifies the following:  the definition of an employee for purposes of applying
APB Opinion No. 25; the criteria for  determining  whether a plan qualifies as a
non-compensatory  plan; the accounting  consequence of various  modifications to
the terms of previously fixed stock options or awards; and the accounting for an
exchange  of stock  compensation  awards in a business  combination.  FIN 44 was
effective July 1, 2000, but certain  conclusions in FIN 44 cover specific events
that  occurred  after  either  December  15,  1998  or  January  12,  2000.  The
application of FIN 44 did not have a material  impact on its financial  position
or results of operations.

                                       6


     In June 1999,  FASB issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 137, which delays the effective  date of SFAS No. 133,  "Accounting
for Derivative  Instruments and Hedging Activities," which will be effective for
the fiscal  year 2001.  This  statement  establishes  accounting  and  reporting
standards  requiring  that  every  derivative   instrument,   including  certain
derivative  instruments embedded in other contracts,  be recorded in the balance
sheet as either an asset or liability  measured at its fair value. The statement
also  requires  that changes in the  derivative's  fair value be  recognized  in
earnings unless specific hedge accounting criteria are met. The Company does not
expect the  adoption of SFAS Nos.  133 and 137 to have a material  impact on its
financial position or results of operations.


(3) Restructuring and Related Charges

     In the third quarter of 2000, the Company's Board of Directors approved and
the Company announced a restructuring  plan designed to bring costs more in line
with revenues and strengthen the financial performance of the business.

     The restructuring  plan includes a reduction of the Company's  workforce by
231 or  approximately  10% of the worldwide  headcount and the cancellation of a
number of new jobs for which  candidates  had not yet started  with the Company.
All of these actions were completed  prior to September 30, 2000. As a result of
the reduction in headcount,  the Company plans to consolidate  its operations in
the vicinity of its Northern Virginia headquarters.  In addition, the Company is
reducing or  eliminating  certain  quarterly  corporate  events,  including  the
cancellation of its annual cruise. Finally, the Company is reducing expenditures
on external consultants and contractors across all functional areas. The Company
anticipates annual savings of approximately $25 million as a result of these
actions.

     In connection with this restructuring  plan, the Company incurred severance
costs for terminated  employees and costs for rescinded offers of employment,
accelerated the vesting provisions of certain stock option grants, wrote-off
certain assets that are no longer of service, and accrued related professional
fees. In addition, Michael J. Saylor, the chairman and CEO of the Company, made
grants of the Company's Class A common stock to terminated employees from his
personal stock holdings. Since he is a principal shareholder of the Company, his
actions are deemed to be an action undertaken on behalf of the Company for
accounting purposes. Accordingly, the Company recognized an expense and a
capital contribution by Mr. Saylor for approximately $3.0 million, which
represents the fair value of the stock on the date of grant.

     The  Company  also  recognized  a  liability  related  to  its  commitments
associated with the annual cruise that the Company will no longer sponsor.

     The following table sets forth a summary of these  restructuring  costs and
related charges (in thousands):

Severance & rescinded employment offers .........   $ 2,854
Stock grant & applicable payroll taxes ..........     3,192
Compensation expense on accelerated stock options     1,483
Elimination of corporate events .................     2,838
Write-off of impaired assets ....................       360
Accrual for professional fees ...................       108
                                                    -------
Total restructuring expense .....................   $10,835
                                                    =======

     Included in the $10.8 million  restructuring  charge  incurred in the third
quarter  of 2000 are $6.2  million of cash  costs and $4.6  million in  non-cash
related costs.  Substantially all  restructuring  costs and related charges have
been paid as of September 30, 2000.

                                       7


(4) Short-term Investments

     In  December  1999,  the  Company   received  824,742  shares  of  Exchange
Applications, Inc. ("Exchange Applications") stock valued at $21.5 million, in
consideration for the sale of MicroStrategy software, technical support and
consulting services. The Company sold all of its economic interest in these
shares for a net realized gain of $1.5 million during the first two quarters of
2000.

     In the current year, the Company  received an additional  485,067 shares of
Exchange  Applications' stock, valued at $12.6 million, in consideration for the
sale of MicroStrategy software, technical support and consulting services.

     On September 29, 2000, Exchange  Applications  announced that third quarter
results would not meet expectations,  resulting in a significant decrease in the
market value of their stock.  The timing and amount of any future  recovery,  if
any, of this asset is uncertain and the Company does not consider the decline in
value to be temporary. Accordingly, the Company has written down the investment
to its fair value at September 30, 2000, and recognized a loss of $10.4 million
in the third quarter. This loss was partially offset by a hedging transaction
that resulted in a gain of $1.4 million in the third quarter of 2000.


(5) Accounts Receivable

     Accounts receivable, net of allowances, consist of the following, as of (in
thousands):


                                      September 30, December 31,
                                         2000          1999
                                       ------------------------
Billed and billable ................   $ 82,447    $ 66,181
Less deferred revenue ..............    (35,667)    (25,266)
                                       --------    --------
                                         46,780      40,915
Less allowance for doubtful accounts     (7,315)     (3,329)
                                       --------    --------
                                       $ 39,465    $ 37,586
                                       ========    ========

(6) Consulting Services Agreement


     In June 2000, the Company entered into a consulting services agreement with
the controlling stockholder of a software integrator. The agreement requires the
controlling stockholder to refer the employees of the software integrator to the
Company and also to perform  certain  consulting services for the  Company.  In
exchange for these services,  the Company issued 57,143 shares of Class A common
stock to the  controlling  stockholder,  which had a value of $1.6 million as of
the  consummation  date and  which  are  restricted  until  registered  with the
Securities  and  Exchange  Commission  (SEC).  The Company will issue up to $3.4
million in additional  shares of Class A common stock over the next two years at
the  then  current  market  price  of the  Class A  common  stock on the date of
issuance  based on an  agreed  upon  formula  including  revenue  and  attrition
objectives.  The Company recorded the initial issuance of stock as an intangible
asset in the amount of $1.6 million and has recognized  $251,000 of amortization
expense through September 30, 2000. The first installment will be amortized over
the duration of the consulting services of two years.


                                       8


(7) Bank Borrowings

     In March 1999, the Company entered into a line of credit agreement with a
commercial bank, which provided for a $25.0 million unsecured revolving line of
credit for general working capital purposes. In May 2000, the Company entered
into a modification of the line of credit agreement, which, among other things,
increased the line to include an additional line of credit, removed any
financial covenants and cured any financial covenant defaults. The line of
credit is secured by $26.2 million of cash and cash equivalents, which is
classified as restricted cash on the consolidated balance sheet. The cash is
restricted through May 31, 2001, the expiration of the agreement. The modified
line of credit bears interest at LIBOR plus 1.75%, includes a 0.2% unused line
of credit fee, and requires monthly payments of interest. As of September 30,
2000, after consideration of outstanding letters of credit, the Company had
$18.7 million of borrowing capacity under this credit line.


(8) Deferred Revenue and Advance Payments

     Deferred revenue and advance payments from customers consist of the
following, as of (in thousands):


                                                      September 30, December 31,
                                                          2000          1999
                                                         ----------------------
Current:
   Deferred product revenue ..........................   $ 31,094    $ 38,164
   Deferred product support and other services revenue     41,133      24,267
                                                         --------    --------
                                                           72,227      62,431
   Less amount in accounts receivable ................    (25,157)    (24,403)
                                                         --------    --------
                                                         $ 47,070    $ 38,028
                                                         ========    ========
Non-current:
   Deferred product revenue ..........................   $ 19,035    $  9,461
   Deferred product support and other services revenue     20,498      24,657
                                                         --------    --------
                                                           39,533      34,118
   Less amount in accounts receivable ................    (10,510)       (863)
                                                         --------    --------
                                                         $ 29,023    $ 33,255
                                                         ========    ========


(9) Commitments and Contingencies

     The Company has $3.4 million in commitments with content providers, which
extend through 2003.

(10) Litigation

     The Company and certain of its officers and directors are defendants in a
private securities class action lawsuit alleging that they have violated Section
10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Rule 10(b)(5) promulgated thereunder, and Section 20(a) and Section 20A of the
Exchange Act in connection with various statements that were made with respect
to the 1997, 1998 and 1999 financial results. The action has been consolidated
in the United States District Court for the Eastern District of Virginia. The
class action complaint does not specify the amount of damages sought. In June
2000, purported holders of the Company's common stock filed a shareholder
derivative lawsuit in the Delaware Court of Chancery seeking recovery for
various alleged breaches of fiduciary duties by certain directors and officers
relating to the restatement of financial results for 1997, 1998 and 1999.

                                       9


     In October, 2000, the Company entered into agreements to settle these
lawsuits. Both settlements are subject to confirmatory discovery, final
documentation, court approval and certain other conditions.

     Under the class action settlement agreements, class members will receive:
1) five-year unsecured promissory notes issued by the Company having an
aggregate principal amount of $80.5 million and bearing interest at 7.5% per
year; 2) 550,000 shares of the Company's Class A common stock, with the number
of shares to be increased if the market value of the shares, based on the dollar
weighted average trading price during a specified trading period prior to the
district court settlement hearing, is less than $30 per share so that the
minimum value of the shares is $16.5 million; and 3) warrants issued by the
Company to purchase 1.9 million shares of the Company's Class A common stock at
an exercise price of $50 per share, with the warrants expiring five years from
the date they are issued.

     The Company will have the right, at any time, to prepay the promissory
notes, or to mandatorily convert the promissory notes into shares of the
Company's Class A common stock at a conversion price equal to 80% of the dollar
weighted average trading price per share for all round lot transactions in the
Company's stock on the Nasdaq National Market for the ten trading days ending
two days prior to the date that written notice of conversion has been given. The
warrants may be exercised for cash or by tendering promissory notes valued for
the purpose of warrant exercise at 133% of their principal amount plus accrued
interest.

     Under the derivative settlement agreement, the Company will add a new,
independent director with finance experience to the audit committee of its Board
of Directors and will ensure continued adherence with applicable legal and
regulatory requirements regarding the independence of audit committee members
and trading by insiders. In addition, certain officers of the Company will
contribute a portion of the shares of the Company's Class A common stock to be
issued to class members in settlement of the class action lawsuit. Specifically,
Michael J. Saylor, Sanju K. Bansal and Mark S. Lynch will contribute to the
class action settlement shares of Class A common stock with a total value of $10
million.

     These settlement agreements provide the Company the ability to estimate the
value, for accounting purposes, of the liability related to these actions.
Accordingly, the Company separately evaluated the individual components of the
settlement agreements in consideration of existing market conditions and
established an estimate for the cost of the litigation settlement. The details
of this estimate are as follows (in thousands):

Issuance of debt securities .......   $  69,200
Issuance of Class A common stock ..      16,500
Issuance of warrants ..............      37,500
Legal fees ........................       2,875
Administration costs...............         750
                                      ---------
Total .............................     126,825
Less insurance recoveries .........     (13,125)
                                      ---------
Net estimated litigation settlement   $ 113,700
                                      =========

     The Company has recorded the unpaid amounts of $124.0 million in the
accompanying consolidated balance sheet as a long-term liability pending
approval by the courts and satisfaction of certain other conditions and $1.6
million in accounts payable and accrued expenses related to amounts due
currently. In addition, the Company recorded $11.9 million in deposits and other
assets related to amounts still receivable from insurance companies. Other
amounts have been paid by the insurance company. Upon issuance of the
securities, the Company will record such amounts as liabilities or stockholders'
equity based on the nature of the individual securities.

     The final value of the settlements may differ significantly from the
estimates currently recorded depending on a variety of factors including the
market value of the Company's stock when issued and potential changes in market
conditions affecting the valuation of the other securities. Additionally, the
settlements are contingent on confirmatory discovery, final documentation, court
approval and certain other conditions. Accordingly, the Company will revalue the
estimate of the settlement on a quarterly basis and at the time the securities
are issued.

                                       10


     In March 2000, the Company was notified that the SEC had issued a formal
order of private investigation in connection with matters relating to the
Company's restatement of its financial results. The SEC indicated that its
inquiry should not be construed as an indication by the SEC or its staff that
any violation of law has occurred, or as an adverse reflection upon any person,
entity or security. The Company is cooperating with the SEC in connection with
this investigation and its outcome cannot yet be determined.

     The Company is also involved in other legal proceedings through the normal
course of business. Management believes that any unfavorable outcome related to
these other proceedings will not have a material effect on the Company's
financial position, results of operations or cash flows.

(11) Convertible Preferred Stock

     On June 19, 2000, the Company issued 12,500 shares of its Series A
convertible preferred stock in a private placement to institutional investors
for $119.7 million, net of estimated closing costs of $5.3 million. Dividends
are payable quarterly at a rate of 7% per annum, in cash or in shares of Class A
common stock. The convertible preferred stock is currently convertible into
3,744,152 shares of Class A common stock based on the current conversion price
of $33.39 per share. The conversion price may be adjusted at certain future
dates dependent upon the trading price of the Class A common stock and an agreed
upon formula. The convertible preferred stock is also redeemable upon certain
triggering events such as failure of the registration statement to be declared
effective on or before the first anniversary of the initial issuance date and
other events as defined in the Certificate of Designations, Preferences and
Rights of the Series A Convertible Preferred Stock.

     During the second quarter of 2000, the Company recorded a $19.4 million
charge attributable to the beneficial conversion feature of the Series A
convertible preferred stock based on the difference between the fair market
value of the Class A common stock on the closing date of the private placement
and the conversion rate. The conversion rate was computed based on the volume
weighted average price of the stock for the 17 trading days subsequent to the
closing date in accordance with the Certificate of Designations, Preferences and
Rights of the Series A Convertible Preferred Stock.

     The Company has accrued dividends of $2.2 million and $2.5 million during
the three months and nine months ended September 30, 2000, respectively.


(12) Basic and Diluted Net Loss Per Share

     Basic net loss per share is determined by dividing the net loss applicable
to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted net loss per share is determined by
dividing the net loss applicable to common stockholders by the weighted average
number of common shares and potential common shares outstanding during the
period. Potential common shares are included in the diluted net loss per share
calculation when dilutive. Potential common shares consisting of common stock
issuable upon exercise of outstanding common stock options, convertible
preferred stock and warrants are computed using the treasury stock method. The
Company's net loss per share calculation for basic and diluted is based on the
weighted average common shares outstanding. There are no reconciling items in
the numerator and denominator of the Company's net loss per share calculation.
Employee stock options of 15,091,353 and 12,390,738 and warrants of 78,334 and
114,000 for the three and nine month periods ended September 30, 2000 and 1999,
respectively, have been excluded from the net loss per share calculation because
their effect would be anti-dilutive. Additionally, Series A convertible
preferred stock, which is convertible into 3,744,152 shares of Class A common
stock, was excluded from the net loss per share calculation for the three and
nine months ended September 30, 2000 because their effect would be anti-
dilutive.

                                       11


(13) Segment Information

     The Company applies provisions of SFAS No. 131, "Disclosure about Segments
of an Enterprise and Related Information." SFAS No. 131 requires certain
disclosures about operating segments, products and services, geographic areas,
and major customers. The method for determining what information to report is
based on the way that management organizes the operating segments within the
Company for making operational decisions and assessments of financial
performance. The Company's chief operating decision maker is considered to be
the Company's CEO. The CEO reviews financial information presented on a
consolidated basis accompanied by disaggregated information about revenues by
operating segments for purposes of making operating decisions and assessing
financial performance.

     The Company has two operating segments, MicroStrategy Platform and
Strategy.com. MicroStrategy Platform provides scalable, sophisticated and
maintainable solutions that enable businesses to develop and deploy intelligent
e-business systems. Revenues are derived from sales of product licenses and
product support and other services, including technical support, education and
consulting and hosting services. Strategy.com delivers personalized information
to consumers through its personal intelligence network via the web, wireless
applications, protocol-enabled devices, e-mail, mobile phones, faxes, pagers and
regular telephones. Strategy.com syndicates its channels through network
affiliates and offers them to consumers directly through its website. Revenues
are derived from network affiliate fees, OEM and subscription fees, royalty
fees, advertising fees, hosting fees, and transaction fees. The Company began
operating its business as two segments in the latter part of 1999. Revenues were
recognized for Strategy.com beginning in 2000. Prior years' segment information
has been restated to reflect the operations of Strategy.com.

     The accounting policies of both segments are the same as those described in
the summary of significant accounting policies in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999. Certain corporate support costs
are allocated to Strategy.com based on factors such as headcount, gross asset
value and the specific level of activity directly related to such costs.



                                       12


     The following summary discloses certain financial information regarding the
Company's operating segments (in thousands):




                                               MicroStrategy
                                                  Platform   Strategy.com  Consolidated
                                               ---------------------------------------

 
     Three Months Ended September 30, 2000
        Total license and service revenues ...   $  59,539    $  5,316    $  64,855
        Gross profit .........................      39,291        (709)      38,582
        Depreciation and amortization ........       7,947       1,534        9,481
        Operating expenses ...................      72,033      13,158       85,191
        Loss from operations .................     (32,741)    (13,868)     (46,609)
        Total assets .........................     218,880      23,183      242,063
     Three Months Ended September 30, 1999
        Total license and service revenues ...   $  35,309     $  --      $  35,309
        Gross profit .........................      25,442        --         25,442
        Depreciation and amortization ........       1,699         348        2,047
        Operating expenses ...................      36,418       2,231       38,649
        Loss from operations .................     (10,976)     (2,231)     (13,207)
        Total assets .........................     108,585       6,123      114,708

                                              MicroStrategy
                                                 Platform   Strategy.com  Consolidated
                                               ------------------------------------------
     Nine Months Ended September 30, 2000
        Total license and service revenues ..   $ 159,241    $  6,573    $ 165,814
        Gross profit ........................     101,848        (841)     101,007
        Depreciation and amortization .......      20,417       3,315       23,732
        Operating expenses ..................     198,279      36,431      234,710
        Loss from operations ................     (96,431)    (37,272)    (133,703)
        Total assets ........................     218,880      23,183      242,063
     Nine Months Ended September 30, 1999
        Total license and service revenues ..   $ 105,096     $  --      $ 105,096
        Gross profit ........................      79,631        --         79,631
        Depreciation and amortization .......       4,438         464        4,902
        Operating expenses ..................      93,482       3,784       97,266
        Loss from operations ................     (13,851)     (3,784)     (17,635)
        Total assets ........................     108,585       6,123      114,708


     The following summary discloses total revenues and long-lived assets,
excluding long-term deferred tax assets, relating to the Company's geographic
regions (in thousands):




                                               Domestic International Consolidated
                                               -----------------------------------
 
     Three Months Ended September 30, 2000
        Total license and service revenues ...   $ 47,329   $17,526   $ 64,855
        Long-lived assets ....................   $117,862   $ 3,300   $121,162
     Three Months Ended September 30, 1999
        Total license and service revenues ...   $ 24,873   $10,436   $ 35,309
        Long-lived assets ....................   $ 29,870   $ 1,989   $ 31,859



                                       13


                                           Domestic  International Consolidated
                                          --------------------------------------
   Nine Months Ended September 30, 2000
      Total license and service revenues ..   $125,760   $40,054   $165,814
      Long-lived assets ...................   $117,862   $ 3,300   $121,162
   Nine Months Ended September 30, 1999
      Total license and service revenues ..   $ 79,837   $25,259   $105,096
      Long-lived assets ...................   $ 29,870   $ 1,989   $ 31,859

     Transfers  of $2.2  million  and $2.4  million for the three  months  ended
September  30, 2000 and 1999,  respectively,  and  transfers of $6.5 million and
$5.5  million  for  the  nine  months  ended   September   30,  2000  and  1999,
respectively,  from international to domestic operations have been excluded from
the above table and eliminated in the accompanying consolidated financial
statements.


(14) Subsequent Events

     On October 30, 2000, the Company announced a strategic alliance with Aether
Systems, Inc. ("Aether"), a provider of wireless data products and services. The
alliance includes initiatives in four areas:


o    The companies will develop a new product, MicroStrategy 7M(TM), that will
     be designed to combine Aether's wireless technology with the functionality
     and performance of the MicroStrategy 7(TM) platform to deliver
     personalized, intelligent information services to a full range of wireless
     devices.

o    Aether Capital, the investment arm of Aether, will lead a $52.75 million
     round of financing for Strategy.com with a $25 million investment.
     Strategy.com is a subsidiary of MicroStrategy that helps companies connect
     with their customers by delivering personalized, timely information via
     web, wireless and voice communications channels.

o    Aether Chairman and CEO Dave Oros will join the board of directors of
     Strategy.com.

o    Aether will offer Strategy.com services to its customers.


     On October 18, 2000, Strategy.com issued 13,401,253 shares of Series A
convertible preferred stock in exchange for $42.75 million in an initial
closing. Strategy.com will issue an additional 3,134,796 shares to an investor
for proceeds of approximately $10 million, subject to the satisfaction of
certain conditions, in a second closing. The preferred stock is convertible on a
one-for-one basis into Class A common stock of Strategy.com. Upon completion of
the second closing, this round of financing will represent approximately 16% of
the economic interest in the outstanding equity of Strategy.com on an as
converted, diluted basis. The remaining 84% economic interest will continue to
be owned by the Company. The Company will have approximately 98% of the voting
interest in Strategy.com.

     Immediately   preceding   this   investment,   the   Company   completed  a
reorganization  of  the  business,   which  resulted  in  the  establishment  of
Strategy.com as a stand-alone  subsidiary.  As part of this  reorganization  the
Company assigned rights to MicroStrategy software, certain contracts,  employees
and  intellectual  property to Strategy.com in exchange for  approximately  84.0
million shares of Class B common stock, which at the time represented all of the
outstanding common stock of Strategy.com.  The Company also agreed to enter into
various  intercompany   agreements  covering  consulting  services,   sales  and
marketing activities and administrative services to be provided by MicroStrategy
on behalf of Strategy.com.

     In addition, Strategy.com has implemented a stock option plan that provides
for the  issuance of options to purchase  up to 17.2  million  shares of Class A
common stock in Strategy.com. As of October, 2000, Strategy.com had committed to
issue approximately 5.1 million options under this plan to employees of
MicroStrategy and Strategy.com. The exercise price of the options will generally
be the fair market value of the Strategy.com Class A common stock on the day of
grant.

                                       14


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Overview

     We are a leading worldwide provider of intelligent  e-business software and
related services that enable the transaction of one-to-one  electronic  business
through web, wireless and voice communication channels. Our product line enables
both  proactive  and  interactive   delivery  of  information  from  large-scale
databases.  Our  objective  is to provide the largest  2000  enterprises  in the
world,  leading  Internet  businesses  and  high-volume  data  providers  with a
software  platform to develop solutions that deliver insight and intelligence to
their enterprises, customers and supply-chain partners.

     Our software platform enables users to query and analyze the most detailed,
transaction-level  databases,  turning  data  into  business  intelligence.   In
addition to supporting internal enterprise users, the platform delivers critical
business  information  beyond  corporate  boundaries to customers,  partners and
supply chain constituencies through a broad range of communication channels such
as the Internet,  e-mail,  telephones and wireless  communications  devices. Our
platform is ideal for developing  e-business solutions that are personalized and
proactive and that reach millions of users. We also offer a comprehensive set of
consulting,  education  and  technical  support  services for our  customers and
partners.

     In  July  1999,  we  launched  a new  business  unit  called  Strategy.com.
Strategy.com  is our  personal  intelligence  network,  a new form of media that
brings  speed  to  transactions  by  actively  delivering  highly  personalized,
relevant  and  timely  information  to  individuals  through a wide  variety  of
delivery  methods,   including  e-mail,  telephone  and  wireless  devices.  The
Strategy.com  network  leverages  the  MicroStrategy  software  platform  and is
organized around a suite of information channels. The network currently operates
Finance,  News and Weather Channels and plans to launch  additional  information
channels in the future.  Strategy.com  syndicates  its  channels  through  other
companies  that serve as network  affiliates  and network  associates,  which we
refer to collectively as affiliates.  Affiliates offer the Strategy.com channels
and services on a co-branded basis directly to their customers and in turn share
with  Strategy.com  a percentage of revenues they  generate.  Strategy.com  also
provides application  maintenance,  development,  customer billing,  hosting and
support services for these channels,  enabling affiliates to focus on their core
businesses.  Currently,  Strategy.com has established over 230 network affiliate
agreements  with leading  Internet  companies,  communications  carriers,  media
companies and financial institutions and now has over 450,000 subscribers to its
Strategy.com  network. In October 2000,  Strategy.com received financing through
the sale of  convertible  preferred  stock to investors.  Upon the completion of
this  round  of  financing,  the  investors  will own  approximately  16% of the
economic interest in the outstanding  equity of Strategy.com on an as converted,
diluted  basis  and  Strategy.com  will  have  received  aggregate  proceeds  of
approximately $52.75 million.

     Since  1995,  we have  significantly  increased  our sales  and  marketing,
service and support,  research and  development  and general and  administrative
staff.  Although our revenues have  significantly  increased over the last three
years, we experienced  fluctuating  operating margins during 1997, 1998 and 1999
primarily  as a result of  increases  in staff  levels.  Our net loss  increased
substantially  during 2000, as our growth in revenues,  and particularly  higher
margin product license  revenues,  decreased  substantially,  while our expenses
have  significantly  increased due primarily to aggressive  hiring of additional
personnel and  increased  legal and  professional  fees relating to class action
lawsuits and an SEC  investigation  in connection  with matters  relating to our
restatement of our 1999, 1998 and 1997 financial statements, described in Note 1
of the Notes to Consolidated Financial Statements.

     Our net loss expanded significantly in the quarter ended September 30, 2000
to $168.2 million as we recorded the following charges: (1) a $113.7 million
expense associated with an agreement to settle outstanding class action and
derivative shareholder lawsuit litigation (of which approximately $3.6 million
is a cash charge for legal fees and administration costs and approximately
$110.1 million is a non-cash charge); (2) a $10.8 million charge related to
restructuring activities; and (3) a $10.4 million write down of investments.
These matters are discussed in more detail below and in the Notes to
Consolidated Financial Statements.

                                      15


     Our revenues  historically  have been derived from two  principal  sources,
fees for product licenses and fees for maintenance, technical support, education
and consulting  services,  which we refer to collectively as product support and
other  services.  We recognize  revenue in accordance with Statement of Position
("SOP") 97-2, "Software Revenue  Recognition," as amended by SOP 98-4, "Deferral
of the Effective Date of a Provision of SOP 97-2" and SOP 98-9, "Modification of
SOP  97-2,  Software  Revenue  Recognition,"  and  SOP  81-1,   "Accounting  for
Performance  of  Construction-Type  and Certain  Production-Type  Contracts," as
applicable.

     Product license revenues are generally recognized upon the execution of a
contract and shipment of the related software product if no significant
obligations remain outstanding on our part and the resulting receivable is
deemed collectible by management.

     Technical  support  revenues are derived from customer  support  agreements
generally  entered into in  connection  with initial  product  license sales and
subsequent  renewals.  Fees for our technical  support  services are recorded as
deferred revenue when paid by the customer and recognized  ratably over the term
of the maintenance and support  agreement,  which is typically one year. We also
record as deferred revenue the fair value of implicit  maintenance  arrangements
when  resellers  or other  customers  that sell our  software to end users offer
these end users the right to receive the then current version of our software at
the time of resale.  Certain of these agreements extend over several years. Fees
for our education and consulting  services are typically  recognized at the time
the services are performed.

     Revenues  recognized  from   multiple-element   software  arrangements  are
allocated to each element of the  arrangement  based on the relative fair values
of the elements, such as software products,  upgrades,  enhancements,  technical
support,  installation  or education.  The  determination  of fair value of each
element  is  based  on  objective  evidence  based  on  historical  sales of the
individual element by us to other customers.  If such evidence of fair value for
each element of the arrangement does not exist, all revenue from the arrangement
is deferred  until such time that evidence of fair value does exist or until all
elements of the arrangement are delivered.

     Customers at times require  consulting and implementation  services,  which
include evaluating their business needs, identifying resources necessary to meet
their  needs and  installing  the  solution  to fulfill  their  needs.  When the
software  license  arrangement  requires  us to provide  significant  consulting
services to produce, customize or modify software or when the customer considers
these services essential to the functionality of the software product,  both the
product  license  revenue and product  support  and other  services  revenue are
recognized in accordance  with the provisions of SOP 81-1. We recognize  revenue
from  these   arrangements  using  the  percentage  of  completion  method  and,
therefore,  both product license and product support and other services  revenue
are recognized as work progresses. If the software license arrangement obligates
us to the delivery of unspecified future products, then revenue is recognized on
the subscription basis, ratably over the term of the contract.

     Beginning  initially  in the  fourth  quarter  of 1998 we began to sell our
products and services to customers for large scale  e-commerce  applications and
have continued to enter into similar  transactions  through the current quarter.
In  contrast  to  earlier  periods  in which our  typical  customer  transaction
involved a stand-alone  software  license and  maintenance,  these  transactions
typically  involve multiple software products and services for use by very large
numbers of end users across web, wireless and voice communications channels, and
often incorporate elements from our Strategy.com network. These multiple element
transactions also often include significant  implementation and other consulting
work and may also include our providing the customer with hosting  services,  in
which we manage the  operation  of hosting the  customer's  specific  e-commerce
application. Customers often use our products and services in a variety of ways,
including  internal use,  integration  with their own products for resale to end
users and creation of e-commerce applications. These arrangements typically lead
to our recording revenue from multiple sources,  including product license fees,
product support fees and royalties based on advertising, e-commerce transactions
or the resale of solutions that incorporate our software platform.

     These large,  multiple element transactions  typically involve more complex
licensing  and product  support  arrangements  than the software  licensing  and
product support  arrangements that comprised the bulk of our revenues in earlier
periods.  Based on the revenue recognition  criteria established in SOP 97-2 and
SOP 81-1,  revenue from many of these large,  multiple element  contracts is not
recognizable  upon full execution and delivery of the software product as in the
past, but instead is initially recorded as deferred revenue upon receipt of

                                       16


cash, with product revenue  recognized using the percentage of completion method
based on cost  inputs or ratably  over the  entire  term of the  contract.  As a
result of the size and  complexity  of these  transactions,  our results for any
quarter may depend  significantly on the types of customer  transactions that we
enter  into  during the  quarter  and on the mix of  product  licenses,  support
agreements,  implementation  work and other specific terms of each  transaction,
each of which may have a significant  effect on the manner in which we recognize
revenue from the transaction.

     The  sales  cycle  for  our   products   may  span  nine  months  or  more.
Historically,  we have  recognized a substantial  portion of our revenues in the
last month of a quarter, with these revenues frequently concentrated in the last
two  weeks  of a  quarter.  Even  minor  delays  in  booking  orders  may have a
significant  adverse impact on revenues for a particular  quarter. To the extent
that delays are incurred in  connection  with orders of  significant  size,  the
impact will be correspondingly  greater. Product license revenues in any quarter
can be dependent on orders booked and shipped in that quarter. Due to a business
slowdown during the summer, particularly in Europe, our third quarter sequential
growth rate in revenues historically has been, and may continue to be, less than
the  sequential  growth rate in other  quarters.  As a result of these and other
factors,  our quarterly  results have varied  significantly  in the past and are
likely to fluctuate  significantly in the future.  Accordingly,  we believe that
quarter-to-quarter  comparisons of our results of operations are not necessarily
indicative of the results to be expected for any future period.

     We license our  software  through our direct  sales force and  increasingly
through, or in conjunction with, value-added  resellers,  system integrators and
original  equipment  manufacturers.  Channel partners accounted for, directly or
indirectly,  approximately 40%, 39%, 34% and 27% of our product license revenues
for the nine months ended  September  30, 2000 and the years ended  December 31,
1999,  1998 and 1997,  respectively.  Although we believe that direct sales will
continue  to account for a majority of product  license  revenues,  we intend to
increase  the  level of  indirect  sales  activities.  However,  there can be no
assurance  that our  efforts  to  continue  to  expand  indirect  sales  will be
successful.  We also intend to continue to expand our  international  operations
and have  committed,  and  continue  to commit,  management  time and  financial
resources  to  developing  direct and indirect  international  sales and support
channels.

     We recently  implemented  a new  multi-channel  distribution  strategy  and
product-pricing  plan designed to expand our customer  base,  improve  operating
efficiency  and decrease the length of sales cycles.  The strategy  includes the
use of the web as a channel for  distributing  products  where new and  existing
customers can test our software on a demonstration basis and configure,  upgrade
and order software directly online via a standard pricing model. In addition, we
will now provide complimentary  development software for all potential customers
and qualified partners.

     Recognizing the need to bring  operating  expenses in line with our revenue
expectations,   during  the  third  quarter  we  developed  and   implemented  a
restructuring  plan  that  called  for  the  elimination  of  231  employees  or
approximately 10% of our workforce.  We also rescinded  approximately 230 offers
of employment,  reduced various Company-sponsored events for employees,  limited
the  use of  external  contractors  and  consultants  and  developed  a plan  to
consolidate facilities. To implement these actions we made severance payments to
employees,   incurred  costs  for  rescinded  job  offers,  recognized  expenses
associated with stock grants and the acceleration of vesting provisions of stock
options and recorded a liability for  commitments  related to  Company-sponsored
events.  These costs totaled $10.8 million.  We expect that  annualized  savings
from these actions will approximate $25.0 million and will contribute to slowing
the  growth  of  our  sales  and   marketing   expenses   and  our  general  and
administrative expenses.

     Our operations and prospects have been and will be  significantly  affected
by the  developments  relating  to our  revision  to our  1999,  1998  and  1997
financial statements described in Note 1 of the Notes to Consolidated  Financial
Statements.  We and certain of our officers and  directors  are  defendants in a
class action lawsuit alleging  violations of various securities laws and certain
of our officers and directors are defendants in a shareholder derivative lawsuit
alleging  that they  breached  their  fiduciary  duties  related to our restated
financial statements.  In addition, in March 2000, we were notified that the SEC
had issued a formal order of private  investigation  in connection  with matters
relating to our restatement of our financial results.


                                       17


     In October , 2000,  we entered into  agreements  to settle the class action
and  shareholder   derivative   lawsuits.   Both   settlements  are  subject  to
confirmatory  discovery,  final documentation,  court approval and certain other
conditions.

     Under the class action settlement agreement, class members will receive: 1)
five-year  unsecured  promissory notes issued by the Company having an aggregate
principal  amount of $80.5  million  and bearing  interest at 7.5% per year;  2)
550,000 shares of the Company's Class A common stock,  with the number of shares
to be increased if the market value of the shares,  based on the dollar weighted
average  trading price during a specified  trading  period prior to the district
court settlement  hearing,  is less than $30 per share so that the minimum value
of the  shares  is $16.5  million;  and 3)  warrants  issued by the  Company  to
purchase 1.9 million shares of the Company's Class A common stock at an exercise
price of $50 per share, with the warrants expiring five years from the date they
are issued.

     We will have the right, at any time, to prepay the promissory  notes, or to
mandatorily  convert the promissory  notes into shares of the Company's  Class A
common stock at a conversion  price equal to 80% of the dollar weighted  average
trading  price per share  for all  round  lot  transactions  in the stock on the
Nasdaq  National  Market for the ten  trading  days ending two days prior to the
date that  written  notice of  conversion  has been given.  The  warrants may be
exercised  for cash or by tendering  promissory  notes valued for the purpose of
warrant exercise at 133% of their principal amount plus accrued interest.

     Under the derivative settlement agreement, we will add a new, independent
global director with finance experience to the audit committee of our Board of
Directors and will ensure continued adherence with applicable legal and
regulatory requirements regarding the independence of audit committee members
and trading by insiders. In addition, certain of our officers will contribute a
portion of the shares of the Company's Class A common stock to be issued to
class members in settlement of the class action lawsuit. Specifically, Michael
J. Saylor, Sanju K. Bansal and Mark S. Lynch will contribute to the class action
settlement shares of Class A common stock with a total value of $10 million.

     These settlement agreements provide us the ability to estimate the value of
the liability related to these actions. Accordingly, we separately evaluated the
individual  components of the settlement  agreement in consideration of existing
market  conditions  and recorded an estimated  charge of $113.7  million for the
cost of the litigation settlement. Additionally, the settlement is contingent on
confirmatory  discovery,  final documentation,  court approval and certain other
conditions.  We have  recorded  the  unpaid  amounts  of $124.0  million  in the
consolidated  balance  sheet as a long-term  liability  pending  approval by the
courts and satisfaction of certain other conditions and $1.6 million in accounts
payable and accrued  expenses  related to amounts due currently.  In addition we
recorded  $11.9  million in deposits and other assets  related to amounts  still
receivable  from  insurance  companies.  Other  amounts  have  been  paid by the
insurance company. Upon issuance of the securities,  we will record such amounts
as  liabilities  or  stockholders'  equity based on the nature of the individual
securities.

     The  final  value of the  settlements  may  differ  significantly  from the
estimates  currently  recorded  depending on a variety of factors  including the
market value of the Company's stock when issued and potential  changes in market
conditions affecting the valuation of the other securities. Accordingly, we will
revalue the estimate of the settlement on a quarterly  basis and at the time the
securities are issued.

     These legal proceedings are more fully described in Note 10 of the Notes to
Consolidated Financial Statements and in "Other  Information-Legal  Proceedings"
of Part II of this Quarterly Report on Form 10-Q.

                                       18


Results of Operations

     The following table sets forth for the periods  indicated the percentage of
total  revenues  represented  by certain  items  reflected  in our  consolidated
statements of operations:




                                                    Three Months Ended    Nine Months Ended
                                                      September 30,         September 30,
                                                    2000         1999     2000         1999
                                                    -------------------------------------------
  
Consolidated Statements of Operations Data
     Revenues:
        Product licenses .........................      43.4%     51.4%     45.8%     56.9%
        Product support and other services .......      56.6      48.6      54.2      43.1
                                                      ------    ------    ------    ------
          Total revenues .........................     100.0     100.0     100.0     100.0
     Cost of revenues:
        Product licenses .........................       0.2       2.4       0.7       1.8
        Product support and other services .......      40.3      25.5      38.4      22.4
                                                      ------    -----     ------    ------
          Total cost of revenues .................      40.5      27.9      39.1      24.2
                                                      ------    ------    ------    ------
     Gross profit ................................      59.5      72.1      60.9      75.8
     Operating expenses:
        Sales and marketing ......................      56.1      68.9      70.1      59.2
        Research and development .................      24.7      22.9      29.0      18.3
        General and administrative ...............      26.4      17.6      28.2      15.0
        Amortization of intangible assets ........       7.4       0.1       7.8       0.1
        Restructuring and related charges ........      16.7       --        6.5        --
                                                      ------     -----    ------    ------
          Total operating expenses ...............     131.3     109.5     141.6      92.6
     Loss from operations ........................     (71.8)    (37.4)    (80.7)    (16.8)
     Financing & other income (expense):
        Net interest .............................       2.1       1.7       1.4       1.6
        Loss on investments ......................     (13.9)      (--)     (4.6)     (--)
        Provision for litigation settlement ......    (175.3)      (--)    (68.6)     (--)
        Other income (expense), net ..............       0.1       (--)      0.1       --
                                                      ------    ------    ------    ------
          Total financing & other income (expense)    (187.0)      1.7     (71.7)      1.6
     Provision for income taxes ..................       0.5       0.4       0.4       0.6
                                                      ------    ------    ------    ------
     Net loss ....................................    (259.3)%   (36.1)%  (152.8)%   (15.8)%
                                                      ======     =====    ======    ======




Comparison of the Three and Nine Months Ended September 30, 2000 and 1999

Revenues

     Total revenues  consist of revenues  derived from sales of product licenses
and product support and other services,  including technical support,  education
and consulting  services.  Total revenues  increased from $35.3 million to $64.9
million for the three months ended September 30, 1999 and 2000, respectively, an
increase of 83.7%,  and increased  from $105.1 million to $165.8 million for the
nine months  ended  September  30, 1999 and 2000,  respectively,  an increase of
57.8%.  There can be no assurance  that total revenues will continue to increase
at the rates  experienced in prior periods.  Additionally,  based on the revenue
recognition  criteria  established  in SOP 97-2 and SOP 81-1,  revenue from many
large,  multiple  element  arrangements  is recorded as  deferred  revenue  upon
receipt of cash,  with both product  license  revenues  and product  support and
other services  revenues  recognized  using the percentage of completion  method
based on cost inputs or ratably over the entire term of the contract or over the
hosting period, as applicable.


                                       19


     In 1999, we launched the Strategy.com Finance Channel, in 2000 we launched
the Strategy.com News and Weather Channels, and we plan to launch additional
information channels in the future. We did not recognize revenues related to
Strategy.com until 2000 in which, during the three and nine months ended
September 30, 2000, we recognized $5.3 million and $6.6 million, respectively,
in network affiliate and subscription fees and other services. During the three
months ended September 30, 2000, approximately $5 million of the Strategy.com
revenues related to one customer, Deutsche Bank, which we do not expect to
generate recurring revenue in the future. We expect revenues from OEM fees,
network affiliation fees, subscription fees, advertising, hosting, transaction
and other fees from our Strategy.com service in the future. However, we expect
that Strategy.com revenues in the fourth quarter 2000 will be less than revenues
in the third quarter of 2000 and comparable to the revenue Strategy.com recorded
in the first half of 2000.

     During the quarter, we and a significant customer, Deutsche Bank, agreed to
restructure our relationship, terminating the Strategy.com affiliation and joint
research and development agreement and replacing it with a standard enterprise
software license and maintenance agreement. While we had been providing services
to the customer over the past six months, no revenue had been recognized in
accordance with our revenue recognition accounting polices. In view of changes
in the customer's goals, Deutsche Bank and we entered into an agreement in which
we agreed to cease further development efforts and deliver all existing work
product to Deutsche Bank. Since we have no future obligations to Deutsche Bank,
all payments were made prior to the end of the quarter, and all other revenue
recognition criteria were met, we recorded revenues of $9.5 million, with $4.4
million and $5.1 million recorded as product license and services revenue,
respectively, and deferred an additional $1.5 million related to ongoing product
support obligations.

     Product License Revenues. Product license revenues increased from $18.2
million to $28.1 million for the three months ended September 30, 1999 and 2000,
respectively, an increase of 54.9%, and increased from $59.8 million to $76.0
million for the nine months ended September 30, 1999 and 2000, respectively, an
increase of 27.1%. The increase in product license revenues for the three months
ended September 30, 2000 compared to the same period in 1999 was due to
increased customer acceptance of our recently released products and the growth
of the business intelligence software market in general. Product license
revenues were also positively affected by the restructuring of the Deutsche Bank
relationship described above which resulted in $4.4 million of product license
revenue. We are attracting new customers and our existing customer base is
purchasing additional licenses and new products to support their e-business
solutions. We expect product license revenues as a percentage of total revenues
to fluctuate on a period-to-period basis and vary significantly from the
percentage of total revenues achieved in prior years. There can be no assurance
that we will be able to maintain or continue to increase market acceptance for
our family of products, including our newly released MicroStrategy 7.0 software.

     Product Support and Other Services Revenues. Product support and other
services revenues increased from $17.2 million to $36.7 million for the three
months ended September 30, 1999 and 2000, respectively, an increase of 114.2%,
and increased from $45.3 million to $89.9 million for the nine months ended
September 30, 1999 and 2000, respectively, an increase of 98.2%. The increase in
product support and other services revenues was primarily due to new product
licenses sold associated with a continuing increase in large-scale e-commerce
applications which require significant implementation, the revenue associated
with the services provided to Deutsche Bank as described above, and other
consulting work. As a result of expected fluctuations in product license revenue
discussed above, we expect product support and other services revenues as a
percentage of total revenues to fluctuate on a period-to-period basis and vary
significantly from the percentage of total revenues achieved in prior years.

     International Revenues. International revenues increased from $10.4 million
to $17.5 million for the three months ended September 30, 1999 and 2000,
respectively, an increase of 67.9%, and increased from $25.3 million to $40.1
million for the nine months ended September 30, 1999 and 2000, respectively, an
increase of 58.6%. The increase in these revenues is due to the expansion of our
international operations, new product offerings and growing international market
acceptance of our software products. In addition, $4.4 million of product
license revenues for the three months ended September 30, 2000 was from Deutsche
Bank as mentioned earlier. We also opened new sales offices in Argentina
and
                                       20


Switzerland in 2000. We anticipate that international  revenues will continue to
account for a significant  amount of total  revenues and  management  expects to
continue to commit  significant time and financial  resources to the maintenance
and ongoing  development of direct and indirect  international sales and support
channels.  We may not be able to maintain or continue to increase  international
market acceptance for our family of products.

Costs and Expenses

     Cost of Product License Revenues. Cost of product license revenues consists
primarily of the costs of product  manuals,  media,  amortization of capitalized
software  expenses and royalties paid to third party software  vendors.  Cost of
product  license  revenues  decreased  from  $844,000 to $120,000  for the three
months ended September 30, 1999 and 2000, respectively, and from $1.9 million to
$1.1  million  for  the  nine  months  ended   September   30,  1999  and  2000,
respectively.  As a  percentage  of product  license  revenues,  cost of product
license  revenues  decreased  from  4.6% to  0.4%  for the  three  months  ended
September  30, 1999 and 2000,  respectively,  and from 3.2% to 1.5% for the nine
months ended September 30, 1999 and 2000, respectively.  The decrease in cost of
product license  revenues as a percentage of product license revenues was due to
economies of scale realized by producing larger volumes of product materials and
decreased  materials and shipping  costs due to an increase in the percentage of
customers  reproducing product  documentation at their sites. We anticipate that
the cost of product license  revenues may increase as product  license  revenues
increase.  In the  event  that we  enter  into  any  royalty  arrangements  with
strategic  partners  in the  future,  cost  of  product  license  revenues  as a
percentage of total product license revenues may increase.

     Cost of  Product  Support  and Other  Services  Revenues.  Cost of  product
support and other services revenues consists of the costs of providing technical
support,  education and consulting  services to customers and partners.  Cost of
product support and other services revenues increased from $9.0 million to $26.2
million for the three months ended  September  30, 1999 and 2000,  respectively,
and from $23.5 million to $63.7 million for the nine months ended  September 30,
1999 and 2000,  respectively.  As a  percentage  of  product  support  and other
services revenues, cost of product support and other services revenues increased
from 52.6% to 71.2% for the three  months  ended  September  30,  1999 and 2000,
respectively,  and from 51.9% to 70.9% for the nine months ended  September  30,
1999 and 2000,  respectively.  The increase in cost of product support and other
services  revenues was  primarily due to the increase in the number of personnel
providing  consulting,  education and technical support to customers as a result
of  new  product  licenses  sold  associated  with  a  continuing   increase  in
large-scale e-commerce  applications and complex Strategy.com  deployments.  The
total  cost of  product  support  and other  services  revenues  increased  as a
percentage of product support and other services revenues due to the significant
increase in the use of third parties to perform consulting services, an increase
in consulting  services  revenues as a percentage  of total product  support and
other services  revenues,  which are at lower margins than other product support
revenues,  the agreement to  restructure  a large  customer  relationship  which
resulted in recognizing a significant  amount of services revenue at no margin,
and excess capacity in consulting personnel.

     We have  hired  additional  consulting,  education  and  technical  support
personnel based on anticipated  increases in revenues. To the extent our product
support and other services  revenues  increase at anticipated  rates,  we expect
cost of product  support and other services  revenues as a percentage of product
support  and other  services  revenues to  decrease.  In  addition,  the cost of
providing  hosting  services and operating the  Strategy.com  network may become
more significant as we build up our customer base,  further  increasing the cost
of product  support  and other  services  revenues  as a  percentage  of product
support and other services revenues.

     Sales and Marketing  Expenses.  Sales and marketing  expenses include costs
related to personnel costs, commissions, office facilities, travel, advertising,
public relations programs and promotional events, such as trade shows,  seminars
and technical  conferences.  Sales and marketing  expenses  increased from $24.3
million to $36.4 million for the three months ended September 30, 1999 and 2000,
respectively, and from $62.2 million to $116.3 million for the nine months ended
September 30, 1999 and 2000,  respectively.  As a percentage of total  revenues,
sales and marketing  expenses decreased from 68.9% to 56.1% for the three months
ended  September 30, 1999 and 2000,  respectively,  and increased  from 59.2% to
70.1% for the nine months ended September 30, 1999 and 2000,  respectively.  The
increase in sales and  marketing  expenses was primarily the result of increased
staffing  levels in the sales force,  increased  commissions  earned,  increased
promotional activities and advertising, increased marketing efforts for

                                       21


Strategy.com and other general marketing efforts. Additionally, during the first
quarter of 2000,  we  invested  heavily  in  advertising,  including  a national
television and print  advertising  campaign and other marketing efforts in order
to create better market  awareness of the  value-added  potential of our product
suite and Strategy.com and to seek to acquire market share. As a result of these
significant  expenses  during  the first  quarter of 2000,  sales and  marketing
expenses  decreased  in the  second  and third  quarters  compared  to the first
quarter.  We intend  to  continue  to market  our  MicroStrategy  7.0  software;
however,  we may reduce our overall  advertising  and  marketing  efforts  going
forward in order to align our costs with anticipated revenues.

     Research  and  Development  Expenses.  Research  and  development  expenses
consist  primarily of salaries and benefits of software  engineering  personnel,
depreciation  of equipment and other costs.  Research and  development  expenses
increased  from  $8.1  million  to $16.0  million  for the  three  months  ended
September  30,  1999 and 2000,  respectively,  and from  $19.2  million to $48.0
million for the nine months ended September 30, 1999 and 2000, respectively.  As
a percentage of total revenues, research and development expenses increased from
22.9%  to 24.7%  for the  three  months  ended  September  30,  1999  and  2000,
respectively,  and from 18.3% to 29.0% for the nine months ended  September  30,
1999 and 2000,  respectively.  The increase in research and development expenses
was primarily due to hiring  additional  research and  development  personnel to
continue development of Strategy.com  channels,  new products,  product releases
and e-commerce  technology.  We intend to increase our investment  over the next
twelve  months to develop  other  channels  as part of our suite of  information
channels of our Strategy.com  network. In addition,  we expect that research and
development  expenses will  increase as we continue to invest in developing  new
products,  applications  and  product  enhancements  for our  existing  platform
business and the Strategy.com network.

     General and Administrative  Expenses.  General and administrative  expenses
include personnel and other costs of our finance,  human resources,  information
systems,   administrative   and  executive   departments   as  well  as  outside
professional  fees.  General and  administrative  expenses  increased  from $6.2
million to $17.1 million for the three months ended September 30, 1999 and 2000,
respectively,  and from $15.8 million to $46.6 million for the nine months ended
September 30, 1999 and 2000,  respectively.  As a percentage of total  revenues,
general and administrative  expenses increased from 17.6% to 26.4% for the three
months ended September 30, 1999 and 2000, respectively,  and from 15.0% to 28.2%
for the nine  months  ended  September  30,  1999 and  2000,  respectively.  The
increase  in general and  administrative  expenses  was the result of  increased
staff levels,  increased office occupancy costs, costs  associated with the
growth of our business and an increase in outside professional fees,
specifically legal and other consultancy fees related to the recent litigation
associated with our restatement of our financial statements and the related SEC
investigation. We expect that general and administrative expenses will start to
decrease on a quarterly basis in view of the recent litigation settlement
agreements, staff reductions and reductions in the use of external
consultants.

     Amortization  of  Intangible  Assets.  In  June  2000,  we  entered  into a
consulting  services  agreement with the  controlling  stockholder of a software
integrator.  The agreement  requires the  controlling  stockholder  to refer the
employees  of  the  software  integrator  to us  and  also  to  perform  certain
consulting services for us. In exchange for these  services,  we issued  57,143
shares of Class A common stock to the controlling stockholder.  We will issue up
to $3.4 million in  additional  shares of Class A common stock over the next two
years  based  on  an  agreed  upon  formula   including  revenue  and  attrition
objectives.  We have recorded $1.6 million  related to the first  installment as
deferred  consulting  costs.  The first  installment  will be amortized over two
years, the duration of the consulting services.

     Beginning  in  December  1999 and during the first half of 2000 we acquired
the  right  to use  certain  Internet  domain  names  for $2.4  million.  We are
amortizing these assets over their expected useful life of 3 years.

     In December 1999, in connection with the purchase of intellectual  property
and other tangible and intangible assets relating to NCR's Teracube project,  we
allocated $46.8 million to tangible and intangible  assets. As a result, we have
incurred and will continue to incur substantially increased amortization expense
in  periods  subsequent  to  December  1999.  The  intangible  assets  are being
amortized over their useful lives, ranging from one to three years.

                                       22


     In January 1998, we recorded $1.1 million for acquired intangible assets
representing the excess of the fair market value of the shares issued in
exchange for the non-controlling interests' shares in the foreign subsidiaries.
The intangible assets consist primarily of distribution channels, trade name and
customer lists and are being amortized on a straight-line basis over weighted
average useful lives of approximately 14 years.

     As a result, we have recorded $20,000 and $4.8 million in amortization
expense for the three months ended September 30, 1999 and 2000, respectively,
and $61,000 and $12.9 million in amortization expense for the nine months ended
September 30, 1999 and 2000, respectively, relating to intangible assets. We
expect our rate of amortization expense to be substantially the same over the
next 2 years.

     Restructuring and related charges. In the third quarter of 2000, our Board
of Directors approved and we announced a restructuring plan designed to bring
costs more in line with revenues and strengthen the financial performance of the
business.

     The restructuring plan includes a reduction of our workforce by 231 or
approximately 10% of the worldwide headcount and the cancellation of a number of
new jobs for which candidates had not yet started with us. All of these actions
were completed prior to September 30, 2000. As a result of the reduction in
headcount, we plan to consolidate facilities located in the vicinity of our
Northern Virginia headquarters. In addition, we are eliminating or reducing
certain quarterly corporate events, including canceling our annual cruise.
Finally, we are reducing expenditures on external consultants and contractors
across all functional areas. We anticipate realizing annual savings of
approximately $25 million as a result of these actions.

     In connection with this restructuring plan, the Company incurred severance
costs for terminated employees and costs for rescinded offers of employment,
accelerated the vesting provisions of certain stock option grants, wrote-off
certain assets that are no longer of service, and accrued related professional
fees. In addition, Michael J. Saylor, the chairman and CEO of the Company, made
grants of the Company's Class A common stock to terminated employees from his
personal stock holdings. Since he is a principal shareholder of the Company, his
actions are deemed to be an action undertaken on behalf of the Company for
accounting purposes. Accordingly, the Company recognized an expense and a
capital contribution by Mr. Saylor for approximately $3.0 million, which
represents the fair value of the stock on the date of grant.

     We also recognized a liability related to our commitments associated with
the annual cruise for employees that has been canceled.

     Included in the $10.8 million restructuring charge incurred in the third
quarter of 2000 are approximately $6.2 million of cash costs and $4.6 million in
non-cash related costs. Substantially all restructuring costs and related
charges have been paid as of September 30, 2000.

     This restructuring action is more fully described in Note 3 of the Notes to
Consolidated Financial Statements.

     Loss on investments. As of September 30, 2000, we held 485,067 shares of
Exchange Applications stock. On September 29, 2000, Exchange Applications
announced that third quarter results would not meet expectations, resulting in a
significant decrease in the market value of their stock. The timing and amount
of any future recovery, if any, in the value of this asset is uncertain and we
consider the decline in fair value of this investment as other than temporary.
Accordingly, we have written down the investment to its fair value at September
30, 2000, and have recognized a loss of $10.4 million in the third quarter. This
loss was partially offset by a hedging transaction that resulted in a gain of
$1.4 million in the third quarter of 2000.

     Provision for litigation settlement. We and certain of our officers and
directors are defendants in a private securities class action lawsuit alleging
that we have violated Section 10(b) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), Rule 10(b)(5) promulgated thereunder, and Section
20(a) and Section 20A of the Exchange Act in connection with various statements
that we had made with respect to our 1997, 1998 and 1999 financial results. In
June 2000, purported holders of our common stock filed a shareholder derivative
lawsuit in the Delaware Court of Chancery seeking recovery for various alleged

                                       23


breaches of fiduciary duties by certain of our directors and officers relating
to our restatement of financial results for 1997, 1998 and 1999. In October,
2000, we entered into agreements to settle these lawsuits. Both settlements are
subject to confirmatory discovery, final documentation, court approval and
certain other conditions.

     These settlement agreements provide us the ability to estimate the value of
the liability related to these actions. Accordingly, we separately evaluated the
individual components of the settlement agreements in consideration of existing
market conditions and recorded an estimated charge of $113.7 million for the
cost of the litigation settlement. We expect interest charges related to the
five-year unsecured promissory notes to be approximately $8.3 million per annum,
of which approximately $6.0 million per year will be cash costs and the
remainder non-cash.

     The final value of the settlements may differ significantly from the
estimates currently recorded depending on a variety of factors including the
market value of the stock when issued and potential changes in market conditions
affecting the valuation of the other securities. Additionally, the settlements
are contingent on confirmatory discovery, final documentation, court approval
and certain other conditions. Accordingly, we will revalue the estimate of the
settlements on a quarterly basis and at the time the securities are issued.

     Provision for Income Taxes. We recorded $350,000 and $155,000 of income tax
expense for the three months ended September 30, 2000 and 1999, respectively,
and $600,000 and $598,000 of income tax expense for the nine months ended
September 30, 2000 and 1999, respectively. The provision for both quarters and
the nine months ended in each year relates to income taxes payable in certain
foreign jurisdictions where we were profitable in 1999 and expect to be
profitable in 2000.

     Beneficial Conversion Feature. During the second quarter of 2000, we
recorded a $19.4 million charge attributable to the beneficial conversion
feature of the Series A convertible preferred stock based on the difference
between the fair market value of the Class A common stock on the closing date of
the private placement and the conversion rate. The conversion rate was computed
based on the volume weighted average price of the stock for the 17 trading days
subsequent to the closing date in accordance with the Certificate of
Designations, Preferences and Rights of the Series A Convertible Preferred
Stock. In addition, in the event the conversion price decreases, in accordance
with the Certificate of Designations, Preferences and Rights of the Series A
Convertible Preferred Stock, an additional charge per share of outstanding
convertible preferred stock will be recorded in the future based on the
difference between the current conversion price and the new conversion price.

Deferred Revenue


     Deferred revenue represents product support and other services fees that
are collected in advance; product license and product support and other services
fees relating to multiple element software arrangements for which the fair value
of each element cannot be established; or product license and product support
and other services fees relating to arrangements which require implementation
related services that are significant to the functionality of features of the
software product, including arrangements with subsequent hosting services.
Deferred revenue was $76.1 million as of September 30, 2000 compared to $71.3
million as of December 31, 1999. We expect to recognize approximately $47.1
million of this deferred revenue over the next 12 months; however, the timing
and ultimate recognition of our deferred revenue depends on our performance of
various service obligations. Because of the possibility of customer changes in
development schedules, delays in implementation and development efforts and the
need to satisfactorily perform product support and other services, deferred
revenue as of any particular date may not be representative of actual revenue
for any succeeding period.

Liquidity and Capital Resources

     From inception until our initial public offering, we primarily financed our
operations and met our capital expenditure requirements through cash flows from
operations and short- and long-term borrowings. On June 16, 1998, we raised

                                       24


$48.2 million, net of offering costs, from our initial public offering, and we
raised an additional $40.1 million, net of offering costs, on February 10, 1999
from a public offering of 3,170,000 shares of Class A common stock. On June 17,
2000, we issued 12,500 shares of our Series A convertible preferred stock in a
private placement to institutional investors for cash proceeds of $119.7
million, net of offering costs. On September 30, 2000 and December 31, 1999, we
had $67.3 million and $68.4 million of cash, cash equivalents, and short-term
investments, respectively, of which $26.2 million is restricted cash as of
September 30, 2000. Subsequent to September 30, 2000, Strategy.com received
financing through the sale of convertible preferred stock to investors. Upon the
completion of this round of financing, the investors will own approximately 16%
of the economic interest in the outstanding equity of Strategy.com on an as
converted, diluted basis, and Strategy.com will have received aggregate proceeds
of approximately $52.75 million.

     Cash used in operations was $82.5 million and $3.9 million for the nine
months ended September 30, 2000 and 1999, respectively. The increase in cash
used in operations from 1999 to 2000 was primarily attributable to a substantial
increase in sales and marketing, and other operating expenses, which increased
at a significantly greater rate than revenues. However, during the quarter we
took several actions to curtail our operating expenses including a reduction in
headcount and discontinuation of various company sponsored events. We have also
implemented actions to reduce the use of outside consultants and contractors and
other sales and marketing expenses. These actions were taken to achieve our goal
of making the core business breakeven on an operating basis by the end of 2001,
excluding amortization, preferred dividends and other non-operating expenses.

     Cash used in investing activities was $31.5 million and $41.6 million for
the nine months ended September 30, 2000 and 1999, respectively. In December
1999, we received 824,742 shares of Exchange Applications stock, valued at $21.5
million, in consideration for the sale of MicroStrategy software, technical
support and application development. We have sold all of our economic interest
in the shares we received in December 1999 for a total net realized gain of $1.5
million. The decrease in cash used in investing activities from 1999 to 2000
reflected the sale of these shares and other short-term investments offset by
the increase in restricted cash and purchases of additional short-term
investments and capital expenditures related to the acquisition of computer and
office equipment required to support expansion of our operations and building of
infrastructure to support Strategy.com. During the three months ended September
30, 2000, we invested $5.0 million in exchange for an approximately 5% interest
in PriceInteractive, Inc., a voice portal technology company, as a part of a
strategic allegiance.

     Our financing activities provided cash of $127.5 million and $40.6 million
for the nine months ended September 30, 2000 and 1999, respectively. In June
2000, we issued 12,500 shares of our Series A convertible preferred stock in a
private placement to institutional investors for cash proceeds of $119.7
million, net of closing costs. Dividends are payable quarterly at a rate of 7%
per annum, in cash or in shares of Class A common stock. The convertible
preferred stock is currently convertible into 3,744,152 shares of Class A common
stock based on the current conversion price of $33.39 per share. The conversion
price may be adjusted at certain future dates depending upon the trading price
of the Class A common stock and an agreed upon formula. The convertible
preferred stock is also redeemable upon certain triggering events such as
failure of the registration statement to be declared effective by the SEC on or
prior to the first anniversary of the initial issuance date and other events as
defined in the Certificate of Designations, Preferences and Rights of the Series
A Convertible Preferred Stock.

     We also recorded a $19.4 million charge attributable to the beneficial
conversion feature of the Series A convertible preferred stock equal to the
difference between the fair market value of the Class A common stock on the
closing date of the private placement and the conversion rate. The conversion
rate was computed based on the volume weighted average price of the stock for
the 17 trading days subsequent to the closing date in accordance with the
Certificate of Designations, Preferences and Rights of the Series A Convertible
Preferred Stock. We have accrued dividends of $2.2 million during the three
months ended September 30, 2000.

     In October 2000, we issued 13.4 million shares of convertible preferred
stock of Strategy.com to a group of institutional and accredited investors for
cash proceeds of $42.75 million. Aether Capital, the investment arm of Aether
led the financing and will purchase an additional 3.1 million shares for $10.0
million upon expiration of the Hart-Scott-Rodino waiting period and the
satisfaction of certain other conditions. The total proceeds of $52.75 million
will be used to fund ongoing operations of our Strategy.com subsidiary. The
preferred stock is convertible into Class A common stock of Strategy.com on a
one-for-one basis.

                                       25


     We expect to pay approximately $6.0 million per year in interest charges as
part of the class action  litigation  settlement  commencing upon the settlement
hearing  date. We also expect to receive $11.9 million of cash during the fourth
quarter  from  insurance  carriers  in  connection  with the  class  action  and
shareholder derivative litigation.

     The principal source of cash from financing activities during 1999 was from
the sale of  3,170,000  shares of Class A common  stock in which we raised $40.1
million, net of offering costs.

     In March 1999, we entered into a line of credit agreement with a commercial
bank, which provided for a $25.0 million unsecured  revolving line of credit for
general  working  capital  purposes.   On  May  15,  2000,  we  entered  into  a
modification  of the  line of  credit  agreement,  which,  among  other  things,
increased  to include an  additional  letter of credit,  removed  any  financial
covenants  and  cured any  financial  covenant  defaults.  The line of credit is
secured by $26.2  million of cash and cash  equivalents,  which is classified as
restricted  cash on the balance  sheet.  The cash is restricted  through May 31,
2001,  the  expiration  of the  agreement.  The  modified  line of credit  bears
interest  at LIBOR plus 1.75%,  includes a 0.2%  unused line of credit fee,  and
requires  monthly  payments  of  interest.  As  of  September  30,  2000,  after
consideration  of  outstanding  letters  of  credit,  we had  $18.7  million  of
borrowing capacity under this credit line.

     We have significantly  grown the Company over the last year and prior years
in anticipation  of our high revenue  growth.  We have recently taken actions to
realign  our cost  structure  to better  match our  expected  revenue  growth by
reducing our workforce,  limiting discretionary  operating expenses and reducing
capital  expenditures.  If  revenues  do not grow at  anticipated  rates we will
require  additional  external  financing  through  credit  facilities,  sale  of
additional  equity in MicroStrategy  or in our Strategy.com  subsidiary or other
financing  facilities  to  support  our  current  cost  structure.  There are no
assurances  that such  financing  facilities  would be available  on  acceptable
terms.  We  believe  that  our  existing  cash,  cash  generated  internally  by
operations and the amended line of credit entered into in May 2000 will meet our
working capital requirements for the next 12 months.

     The Company and selling  shareholders sold an aggregate 9,200,000 shares of
our class A common  stock in our initial  public  offering on June 16, 1998 at a
price  (adjusted  for a 2 for 1 stock split in January  2000) per share of $6.00
for an aggregate  purchase  price of $55.2 million and  4,000,000  shares of our
class A common stock at a price  (adjusted  for a 2 for 1 stock split in January
2000) per share of $13.50 in an additional  public offering on February 15, 1999
for an aggregate purchase price of $54.0 million.  The shares were sold pursuant
to  prospectuses  that  contained  financial  statements  that  we  subsequently
revised.  The inclusion of these financial  statements that required revision in
the registration  statements and  prospectuses  used in the offering and sale of
these shares may constitute a violation of the Securities Act.

     If the inclusion of these financial  statements  that required  revision in
the  registration   statements  and  prospectuses  used  in  the  offerings  did
constitute a violation of the Securities  Act, the purchasers in these offerings
would  have  the  right  for a  period  of one year  from  the  date  that  they
discovered,  or should have  discovered  with  reasonable  diligence,  that such
financial statements required revision in the applicable  registration statement
and prospectus, but in no event later than three years from the date of the sale
of shares to them, to obtain  recovery of the  consideration  paid in connection
with their  purchase of class A common  stock or, if they have  already sold the
stock,  to sue us for damages based upon the  difference  between the price they
paid for class A common stock and the proceeds  they  obtained  from the sale of
the stock. The amount of these damages could be substantial.

Recent Accounting Pronouncements

     In December 1999, the SEC released Staff  Accounting  Bulletin  ("SAB") No.
101, "Revenue  Recognition in Financial  Statements," which provides guidance on
the recognition,  presentation and disclosure of revenue in financial statements
filed with the SEC.  Subsequently,  the SEC released SAB 101A, which delayed the
implementation  date of SAB 101 for  registrants  with  fiscal  years that begin
between  December 16, 1999 and March 15, 2000. In June 2000,  the SEC issued SAB
101B,  further delaying our required  implementation of SAB 101 until the fourth
quarter of fiscal year 2000. We do not expect the application of SAB 101 to have
a material impact on our financial position or results of operations.

                                       26


     In March 2000, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation ("FIN") No. 44, "Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25." FIN 44
clarifies the application of APB Opinion No. 25 and, among other issues,
clarifies the following: the definition of an employee for purposes of applying
APB Opinion No. 25; the criteria for determining whether a plan qualifies as a
non-compensatory plan; the accounting consequence of various modifications to
the terms of previously fixed stock options or awards; and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 was
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
that occurred after either December 15, 1998 or January 12, 2000. The
application of FIN 44 did not have a material impact on our financial position
or results of operations.

     In June 1999, FASB issued Statement of Financial Accounting Standards
("SFAS") No. 137, which delays the effective date of SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," which will be effective for
our fiscal year 2001. This statement establishes accounting and reporting
standards requiring that every derivative instrument, including certain
derivative instruments embedded in other contracts, be recorded in the balance
sheet as either an asset or liability measured at its fair value. The statement
also requires that changes in the derivative's fair value be recognized in
earnings unless specific hedge accounting criteria are met. We do not expect the
adoption of SFAS Nos. 133 and 137 to have a material impact on our financial
position or results of operations.


Risk Factors

     The following important factors, among others, could cause actual results
to differ materially from those contained in forward-looking statements made in
this quarterly report on Form 10-Q or presented elsewhere by management from
time to time. The risks and uncertainties described below are not the only ones
facing our company. Additional risks and uncertainties not presently known to us
or that we currently deem immaterial may also impair our business operations.

     If any of the events described in the following risks actually occur, our
business, financial condition or results of operations could be materially
adversely affected. In such case, the trading price of our Class A common stock
could decline and you may lose all or part of your investment.

We may need additional financing which could be difficult to obtain

     We may require additional external financing through credit facilities,
sale of additional equity in MicroStrategy or in our Strategy.com subsidiary or
other financing facilities to support our operations as we expect to incur
operating losses for the foreseeable future. Obtaining additional financing will
be subject to a number of factors, including:


     o    market conditions;

     o    our operating performance; and

     o    investor sentiment.

     These factors may make the timing, amount, terms and conditions of
additional financing unattractive to us. If we are unable to raise capital to
fund our operations, our business, operating results and financial condition may
be materially and adversely affected.


                                       27


Our   quarterly   operating   results,   revenues  and  expenses  may  fluctuate
significantly,  which  could have an adverse  effect on the market  price of our
stock.

     For a number of reasons,  including  those described  below,  our operating
results,  revenues and expenses may vary  significantly from quarter to quarter.
These fluctuations could have an adverse effect on the market price of our Class
A common stock.

     Fluctuations  in  Quarterly  Operating  Results.  Our  quarterly  operating
results may fluctuate as a result of:

     o    the size, timing and execution of significant orders and shipments;

     o    the mix of products and services of customer orders,  which can affect
          whether we  recognize  revenue  upon the signing  and  delivery of our
          software  products  or  whether  revenue  must be  recognized  as work
          progresses or over the entire contract period;

     o    the timing of new product announcements;

     o    changes in our pricing policies or those of our competitors;

     o    market acceptance of business  intelligence  software generally and of
          new and enhanced versions of our products in particular;

     o    the length of our sales cycles;

     o    changes in our operating expenses;

     o    personnel changes;

     o    our  success in  expanding  our direct  sales  force and adding to our
          indirect distribution channels;

     o    the pace and success of our international expansion;

     o    utilization  of our  consulting  personnel,  which can be  affected by
          delays  or  deferrals  of  customer  implementation  of  our  software
          products and consulting, education and support services;

     o    changes in foreign currency exchange rates; and

     o    seasonal factors, such as our traditionally lower pace of new sales in
          the summer.


     Limited  Ability to Adjust  Expenses.  Because we have sought to expand our
business, our operating expenses have increased substantially in the past twelve
months. In particular, we have increased significantly the costs associated with
marketing,  developing and operating our Strategy.com network and with expanding
our  technical  support,  research  and  development  and  sales  and  marketing
organizations.  We also have devoted  substantial  resources  to  expanding  our
indirect  sales  channels and  international  operations.  We base our operating
expense budgets on expected revenue trends. In the short term we may not be able
to reduce the actual operating expenses associated with our planned expansion.

     Based on the above factors, we believe that quarter-to-quarter  comparisons
of our operating results are not a good indication of our future performance. It
is possible that in one or more future  quarters,  our operating  results may be
below the  expectations of public market analysts and investors.  In that event,
the trading price of our Class A common stock may fall.


                                       28


We have recently introduced our Strategy.com network and it is uncertain whether
it will achieve widespread acceptance

     We  have  implemented  the  Finance,  News  and  Weather  Channels  of  our
Strategy.com  network.  We plan to introduce  additional channels as part of our
suite of  information  channels,  but they are  still in  development.  While we
expect to implement these  additional  channels on a commercial basis by the end
of  2000,  we  may  encounter   delays  or   difficulties   in  this  commercial
introduction. We expect that a portion of our future revenue will depend on fees
from subscribers for the use of the Strategy.com network service,  from products
and services  offered  through this network,  and from royalties from affiliates
who  bundle  our  Strategy.com  network  with  their  own  product  and  service
offerings.  We have  not,  to date,  generated  any  material  revenue  from our
Strategy.com  network  and  may  not be  able  to do so in the  future.  If this
service,  or the  products  and  services  offered  through it, fails to achieve
widespread customer  acceptance,  our business,  operating results and financial
condition  would be materially  adversely  affected.  In addition,  revenue from
Strategy.com  would be adversely affected if our affiliates do not perceive that
the  integration  of our  Strategy.com  network  with their  product and service
offerings will increase demand for their products and services or will otherwise
be able to generate a sufficient  return on their  investment  in the use of our
network.


We  intend to make  significant  expenditures  in  developing  our  Strategy.com
network,  which  would  result in us  incurring  operating  losses  and  require
additional external financing

     We plan to  significantly  increase  the  amounts  we  will  expend  on our
Strategy.com network compared to the expenses we have incurred to date, in order
to expand the network's product offerings and capabilities. We will only be able
to make  these  expenditures  if we are able to  secure  significant  additional
external  financing.  We would then  substantially  increase our  investment  in
Strategy.com  over the  next  twelve  months  to  market,  develop  and  operate
Strategy.com and would expect operating losses to increase in 2000 and 2001.


We may  lose  sales,  or  sales  may be  delayed,  due to  the  long  sales  and
implementation cycles for our products, which would reduce our revenues

     To date, our customers have typically invested  substantial time, money and
other resources and involved many people in the decision to license our software
products.  As a result,  we may wait nine months or more after the first contact
with a customer  for that  customer to place an order  while they seek  internal
approval for the purchase of our products.  During this long sales cycle, events
may occur  that  affect  the size or timing of the order or even  cause it to be
canceled.  For example,  our  competitors  may introduce  new  products,  or the
customer's own budget and purchasing priorities may change.

     Even  after an order is placed,  the time it takes to deploy  our  products
varies  widely  from one  customer  to the next.  Implementing  our  product can
sometimes last several months,  depending on the customer's  needs and may begin
only with a pilot  program.  It may be  difficult  to deploy our products if the
customer  has  complicated  deployment  requirements,  which  typically  involve
integrating  databases,  hardware  and software  from  different  vendors.  If a
customer hires a third party to deploy our products,  we cannot be sure that our
products will be deployed successfully.


Our employees,  investors, customers, vendors and lenders may react adversely to
the revision of our 1999, 1998 and 1997 revenues and operating results

     Our  future  success  depends  in  large  part  on the  support  of our key
employees, investors, customers, vendors and lenders, who may react adversely to
the revision of our 1999,  1998 and 1997  revenues and  operating  results.  The
revision of our 1999, 1998 and 1997 revenues and operating  results has resulted
in substantial  amounts of negative  publicity about us and we believe that this
publicity has caused some of our potential customers to defer purchases of our

                                       29


software or to do business with other vendors.  We may not be able to retain key
employees  and  customers  if they lose  confidence  in us, and our  vendors and
lenders may  reexamine  their  willingness  to do business with us. In addition,
investors may lose confidence,  which may cause the trading price of our Class A
common  stock to decrease.  If we lose the services of our key  employees or are
unable to retain  and  attract  our  existing  and new  customers,  vendors  and
lenders,  our  business,  operating  results and  financial  condition  could be
materially and adversely affected.

Our recognition of deferred revenue is subject to future performance obligations
and may not be representative of actual revenues for succeeding periods

     Our deferred revenue was $76.1 million as of September 30, 2000. The timing
and ultimate  recognition of our deferred  revenue depends on our performance of
various service  obligations.  Because of the possibility of customer changes in
development schedules,  delays in implementation and development efforts and the
need to satisfactorily perform product support services, deferred revenue at any
particular date may not be  representative  of actual revenue for any succeeding
period.


We face  litigation  that could have a material  adverse effect on our business,
financial condition and results of operations

     We and  certain  of our  directors  and  executive  officers  are  named as
defendants  in a private  securities  class  action  lawsuit  and a  shareholder
derivative  lawsuit  relating  to the  restatement  of our  1997,  1998 and 1999
financial  results.  Although we have  entered  into  agreements  to settle such
lawsuits,  the  settlements  are  subject  to  confirmatory   discovery,   final
documentation,  court approval and certain other conditions.  If the agreed upon
settlements are not  consummated,  it is possible that we may be required to pay
substantial  damages or  settlement  costs which  could have a material  adverse
effect on our financial condition or results of operation.  In addition, the SEC
has issued a formal order of private  investigation  in connection  with matters
relating to the restatement of our financial  results.  We are cooperating  with
the SEC in connection with this investigation.  Regardless of the outcome of any
of these matters,  it is likely that we will incur substantial defense costs and
that such actions may cause a diversion of management time and attention.

Shares in our public  offerings  may have been  offered and sold in violation of
the  Securities  Act and  purchasers in one or more of these  offerings may have
claims that could result in a substantial amount of damages

     The Company and selling  shareholders sold an aggregate 9,200,000 shares of
our class A common  stock in our initial  public  offering on June 16, 1998 at a
price  (adjusted  for a 2 for 1 stock split in January  2000) per share of $6.00
for an aggregate  purchase  price of $55.2 million and  4,000,000  shares of our
class A common stock at a price  (adjusted  for a 2 for 1 stock split in January
2000) per share of $13.50 in an additional  public offering on February 15, 1999
for an aggregate purchase price of $54.0 million.  The shares were sold pursuant
to  prospectuses  that  contained  financial  statements  that  we  subsequently
revised.  The inclusion of these financial  statements that required revision in
the registration  statements and  prospectuses  used in the offering and sale of
these shares may constitute a violation of the Securities Act.

     If the inclusion of these financial  statements  that required  revision in
the  registration   statements  and  prospectuses  used  in  the  offerings  did
constitute a violation of the Securities  Act, the purchasers in these offerings
would  have  the  right  for a  period  of one year  from  the  date  that  they
discovered,  or should have  discovered  with  reasonable  diligence,  that such
financial statements required revision in the applicable  registration statement
and prospectus, but in no event later than three years from the date of the sale
of shares to them, to obtain  recovery of the  consideration  paid in connection
with their  purchase of class A common  stock or, if they have  already sold the
stock,  to sue us for damages based upon the  difference  between the price they
paid for class A common stock and the proceeds  they  obtained  from the sale of
the stock. The amount of these damages could be substantial.

                                       30


We are currently unable to borrow additional  amounts under our master equipment
lease agreement

     We signed a three-year  master lease agreement to lease up to $40.0 million
of computer equipment, of which we have leased approximately $17.8 million as of
November 1, 2000.  Future drawdowns and interest rates under the lease agreement
are subject to our credit  worthiness.  Currently,  we are not able to draw down
additional amounts under the lease agreement.

We face intense  competition,  which may lead to lower prices for our  products,
reduced gross margins, loss of market share and reduced revenue

     The markets for e-business,  e-commerce,  customer relationship management,
portals, business intelligence and Internet-based and wireless-based information
networks are intensely  competitive and subject to rapidly changing  technology.
In addition,  many of our competitors in these markets are offering, or may soon
offer,  products  and  services  that  may  compete  with our  products  and our
Strategy.com network.

     Our most direct competitors provide:

     o    e-business infrastructure software;

     o    customer relationship management products;

     o    e-commerce transaction systems;

     o    business intelligence products;

     o    web portals and information networks;

     o    vertical Internet portals and information networks; and

     o    wireless communications and wireless access protocol enabled products.

Each of these market segments are discussed more fully below.

     E-business   Infrastructure  Software.  In  the  e-business  infrastructure
market,  BroadVision,  E.piphany,  Vignette,  Net  Perceptions,  Broadbase,  Art
Technology  Group,  Engage,  Doubleclick and Personify all provide products that
compete  directly  or  indirectly  with  our  software  platform.  Many of these
companies  provide  alternatives to our technology for adding  intelligence  and
personalization to e-commerce applications.  For example,  customer information,
such as past purchases,  clickstream data and stated preferences, can be used to
create a personalized  e-commerce  experience that targets customers with offers
and interactions to which they are more likely to respond.

     Customer Relationship Management Products.  Companies that deliver customer
relationship  management  products  alone  or  in  conjunction  with  e-commerce
applications, such as BroadVision,  E.piphany, Vignette and Siebel, compete with
our intelligent e-business products.

     E-Commerce   Transaction   Systems.   Products   that  support   e-commerce
transactions,  such as  those  provided  by  Microsoft,  IBM,  America  Online's
Netscape  division,  BroadVision,  Open  Market,  InterWorld  and Oracle,  could
provide  competition  for us. These  products have the potential to extend their
capabilities to use customer  information as the basis for generating  targeted,
personalized product offers, which would compete with our e-business products.


                                       31


     Business  Intelligence  Products.  In the business  intelligence market, we
compete with  providers  of software  used to enable  businesses  to analyze and
optimize  their  operations.  In the  enterprise  category,  which is  generally
focused on large deployments, Information Advantage, which was recently acquired
by Sterling  Software,  competes with us. In the desktop  analysis and reporting
category,  we face competition from companies such as Business  Objects,  Cognos
and Brio Technology.  A third category  includes products from companies such as
Oracle,  Microsoft and IBM that are  generally  bundled with or designed to work
with their own relational databases.

Web Portals and Information Networks. Web portals and information networks, such
as Microsoft Network,  Yahoo, Lycos,  Excite,  America Online and InfoSpace.com,
offer an  array of  information  that is  similar  to  information  provided  by
Strategy.com.

     Vertical Internet Portals and Information Networks.  Expedia,  Weather.com,
CNBC.com, ABC.com, ESPN.com, Microsoft Investor, StockBoss,  Microsoft CarPoint,
InfoBeat,  Internet Travel Network and others have developed custom applications
and products to commercialize, analyze and deliver specific information over the
Internet.  These  systems  are  usually  tailored  to one  application,  such as
providing news, sports or weather, but in the aggregate, they offer applications
similar to those  provided by  Strategy.com.  Any one of these  companies  could
expand their offerings to more closely compete with Strategy.com.

     Wireless  Communications  and Wireless  Access Protocol  Enabled  Products.
Wireless communications  providers,  such as AT&T, Sprint, MCI WorldCom,  Nextel
Communications,  British Telecom,  Deutsche Telekom,  PageNet,  Nokia, Ericsson,
Aether  Systems,  3COM and Palm  offer a variety of mobile  phones and  wireless
devices  over which  Strategy.com  delivers  information.  These  companies  may
develop in-house information services or partner with other companies to deliver
information that is competitive to that offered by Strategy.com.

     Many of our  competitors  have longer  operating  histories,  significantly
greater  financial,  technical,  marketing or other resources,  and greater name
recognition  than we do.  In  addition,  many  of our  competitors  have  strong
relationships  with current and potential  customers and extensive  knowledge of
the e-business  industry.  As a result, they may be able to respond more quickly
to new or emerging  technologies and changes in customer  requirements or devote
greater resources to the development,  promotion and sale of their products than
we can. Increased  competition may lead to price cuts, reduced gross margins and
loss  of  market  share.  We  cannot  be sure  that  we will be able to  compete
successfully  against  current and future  competitors  or that the  competitive
pressures  we face will not have a  material  adverse  effect  on our  business,
operating results and financial condition.

     Current and future competitors may also make strategic acquisitions or
establish cooperative relationships among themselves or with others. By doing
so, they may increase their ability to meet the needs of our potential
customers. Our current or prospective indirect channel partners may establish
cooperative relationships with our current or future competitors. These
relationships may limit our ability to sell our products through specific
distribution channels. Accordingly, it is possible that new competitors or
alliances among current and future competitors may emerge and rapidly gain
significant market share. These developments could harm our ability to obtain
maintenance revenues for new and existing product licenses on favorable terms.


We have  increased our operating  costs in  anticipation  of an expansion of our
business and our failure to manage this  expansion  effectively,  as well as the
strain on our resources,  could have a material  adverse effect on our business,
operating results and financial condition

     We have been expanding rapidly. Our total number of employees has grown
from 907 on December 31, 1998 to 2,054 on September 30, 2000. We have placed
significant demands on our administrative, operational, financial and personnel
resources and expect to continue doing so. In particular, we expect the current
and planned growth of our international operations to lead to increased
financial and administrative demands. For example, expanded facilities will
complicate operations, managing relationships with new foreign partners will

                                       32


mean additional administrative burdens, and managing foreign currency risks will
require expanded treasury functions. We may also need to expand our support
organization to develop our indirect distribution channels in new and expanded
markets and to accommodate growth in our installed customer base. Failure to
manage our expansion effectively could have a material adverse effect on our
business, operating results and financial condition.

     In addition, the development of our Strategy.com  network could divert the
time and attention of our senior management from our other business.  Michael J.
Saylor, our chairman and chief executive officer, currently is responsible for
the strategic planning and direction of both our MicroStrategy Platform and
Strategy.com businesses. If Mr. Saylor does not effectively manage his time and
attention between our businesses, it could materially adversely affect our
business, operating results and financial condition.


If we are  unable to  recruit  or retain  skilled  personnel,  or if we lose the
services of any of our key management personnel, our business, operating results
and financial condition would be materially adversely affected

     Our future success depends on our continuing ability to attract, train,
assimilate and retain highly skilled personnel. Competition for these employees
is intense. We may not be able to retain our current key employees or attract,
train, assimilate or retain other highly skilled personnel in the future. Our
future success also depends in large part on the continued service of key
management personnel, particularly Michael J. Saylor, our chairman and chief
executive officer, and Sanju K. Bansal, our executive vice president and chief
operating officer. If we lose the services of one or both of these individuals
or other key personnel, or if we are unable to attract, train, assimilate and
retain the highly skilled personnel we need, our business, operating results and
financial condition could be materially adversely affected.


Our inability to develop and release  product  enhancements  and new products to
respond  to rapid  technological  change in a timely and  cost-effective  manner
would have a material  adverse  effect on our  business,  operating  results and
financial condition

     The market for our products is characterized by rapid technological change,
frequent new product  introductions and enhancements,  changing customer demands
and evolving  industry  standards.  The  introduction of products  embodying new
technologies can quickly make existing products  obsolete and  unmarketable.  We
believe that our future success depends largely on three factors:

     o    our  ability to  continue  to  support a number of  popular  operating
          systems and databases;

     o    our ability to maintain and improve our current product line; and

     o    our  ability to rapidly  develop  new  products  that  achieve  market
          acceptance,   maintain  technological   competitiveness  and  meet  an
          expanding range of customer requirements.


     Business intelligence  applications are inherently complex, and it can take
a long time to develop and test major new products and product enhancements.  In
addition, customers may delay their purchasing decisions because they anticipate
that new or enhanced  versions of our products  will soon become  available.  We
cannot be sure that we will succeed in developing and marketing, on a timely and
cost-effective  basis,  product  enhancements  or new  products  that respond to
technological  change,  introductions  of new  competitive  products or customer
requirements,  nor can we be sure that our new products and product enhancements
will achieve market acceptance.


The emergence of new industry standards may adversely affect our ability
to market our existing products

     The  emergence of new industry  standards in related  fields may  adversely
affect the demand for our existing products.  This could happen, for example, if
new web standards and technologies  emerged that were incompatible with customer
deployments  of our  MicroStrategy  applications.  Although  the  core  database
component of our business intelligence solutions is compatible with nearly all

                                       33


enterprise  server hardware and operating system  combinations,  such as OS/390,
AS/400,  Unix and Windows,  our  application  server  component runs only on the
Windows  operating  system.  Therefore,  our ability to increase sales currently
depends on the continued  acceptance of the Windows  operating system. We cannot
market our current business intelligence applications to potential customers who
use Unix operating systems as their application  server. We would have to invest
substantial  resources  to develop a Unix  product and we cannot be sure that we
could introduce such a product on a timely or cost-effective basis, if at all.


The legal environment  regarding  collection and use of personal  information is
uncertain and new laws or government  regulations  could have a material adverse
effect on our business, operating results and financial condition

     Although  some  existing  laws  govern the  collection  and use of personal
information  obtained through the Internet or other public data networks,  it is
unclear  whether  they  apply to our  products  and us.  Most of these laws were
adopted  before the  widespread  use and  commercialization  of the Internet and
other  public  data  networks.  As a result,  the laws do not address the unique
issues presented by these media.

     Due to increasing use of the Internet and the dramatically increased access
to personal  information  made  possible  by  technologies  like ours,  the U.S.
federal  and  various  state and  foreign  governments  have  recently  proposed
limitations on the  collection  and use of personal  information of users of the
Internet and other public data networks.

     Although we attempt to obtain  permission from users prior to collecting or
processing  their  personal data,  new laws or  regulations  governing  personal
privacy may change the ways in which we and our  customers  and  affiliates  may
gather this  personal  information.  There may be  significant  costs and delays
involved with adapting our products to any change in regulations.

     Our business, and in particular our Strategy.com network,  depends upon our
receiving  detailed  personal  information about subscribers in order to provide
them with the services they select.  Privacy  concerns may cause some  potential
subscribers  to forego  subscribing  to our service.  If new laws or regulations
prohibit us from using  information  in the ways that we currently do or plan to
do, or if users opt out of making their  personal  preferences  and  information
available to us and our  affiliates,  the utility of our products will decrease,
which could have a material  adverse effect on our business,  operating  results
and financial condition. If our customers, our network or our affiliates misuse
personal  information, our legal liability may be increased and our growth may
be limited.

     The Federal Trade Commission has recently  launched  investigations  of the
data collection practices of various Internet companies.  In addition,  numerous
individuals and privacy groups have filed lawsuits or administrative  complaints
against other  companies  asserting that they were harmed by the misuse of their
personal information. If comparable legal proceedings were commenced against us,
regardless of the merits of the claim, we could be required to spend significant
amounts on legal defense and our senior management's time and attention could be
diverted  from our  business.  In  addition,  demand for our  products  could be
reduced if  companies  are not  permitted to use  clickstream  data derived from
their web sites.  This  could  materially  and  adversely  affect our  business,
operating results and financial condition.

     In addition, in Europe, the European Union Directive on Data Protection,  a
comprehensive  administrative  and  regulatory  program,  currently  limits  the
ability of companies to collect,  store and  exchange  personal  data with other
entities.  Because the U.S. may not currently provide a level of data protection
sufficient  to meet the  guidelines  under the European  Union  Directive,  U.S.
companies  could be prohibited  from obtaining  personal data from or exchanging
such data with companies in Europe.


                                       34


Our business may suffer if either the  Internet  infrastructure  or the wireless
communication  infrastructure  is unable to  effectively  support  the growth in
demand placed upon it

     Our Strategy.com  network and our other products depend  increasingly  upon
the Internet  infrastructure  and  wireless  communications  infrastructures  to
collect information and deliver  information to customers.  We cannot assure you
that either of these  infrastructures  will continue to effectively  support the
capacity,  speed and  security  demands  placed  upon them as they  continue  to
experience   increased  numbers  of  users,   frequency  of  use  and  increased
requirements   for  data   transmission   by  users.   Even  if  the   necessary
infrastructure or technologies are developed, we may incur considerable costs to
adapt our solutions  accordingly.  Furthermore,  the Internet has  experienced a
variety  of  outages  and  other  delays  due  to  damage  to  portions  of  its
infrastructure or attacks by hackers.  These outages and delays could impact the
web sites  using our  products  or hosting  our  Strategy.com  network and could
materially affect our business, operating results and financial condition.


If the market for business  intelligence software fails to grow as we expect, or
if businesses fail to adopt our products,  our business,  operating  results and
financial condition would be materially adversely affected

     Nearly  all of our  revenues  to date  have  come  from  sales of  business
intelligence  software and related technical  support,  consulting and education
services.  We expect these sales to account for a large  portion of our revenues
for the foreseeable future.  Although demand for business  intelligence software
has grown in  recent  years,  the  market  for  business  intelligence  software
applications is still  emerging.  Resistance from consumer and privacy groups to
increased  commercial  collection and use of data on spending patterns and other
personal  behavior may impair the further  growth of this  market,  as may other
developments.  We cannot be sure that this market will continue to grow or, even
if it does grow, that businesses  will adopt our solutions.  We have spent,  and
intend to keep spending,  considerable  resources to educate potential customers
about business intelligence software in general and our solutions in particular.
However,  we cannot  be sure  that  these  expenditures  will help our  products
achieve any additional market  acceptance.  If the market fails to grow or grows
more  slowly than we  currently  expect,  our  business,  operating  results and
financial condition would be materially adversely affected.

Because of the rights of our two  classes of common  stock,  and  because we are
controlled  by our existing  stockholders,  these  stockholders  could  transfer
control of  MicroStrategy  to a third party without  anyone  else's  approval or
prevent a third party from acquiring MicroStrategy

     We have two  classes  of  common  stock:  Class A common stock and Class B
common stock. Holders of our Class A common stock generally have the same rights
as holders of our Class B common stock, except that holders of Class A common
stock have one vote per share while holders of Class B common stock have ten
votes per share. As of November 1, 2000, holders of our Class B common stock
owned or controlled 55,036,776 shares of Class B common stock, or 96% of the
total voting power. Michael J. Saylor, our chairman and chief executive officer,
controlled 43,421,985 shares of Class B common stock, or 75% of the total voting
power, as of November 1, 2000. Accordingly, Mr. Saylor is able to control
MicroStrategy through his ability to determine the outcome of elections of our
directors, amend our certificate of incorporation and bylaws and take other
actions requiring the vote or consent of stockholders, including mergers, going
private transactions and other extraordinary transactions and their terms.

     Our  certificate of  incorporation  allows holders of Class B common stock,
almost all of who are employees of our company or related  parties,  to transfer
shares of Class B common  stock,  subject to the  approval  of a majority of the
holders  of  outstanding  Class  B  common  stock.  Mr.  Saylor  or a  group  of
stockholders  possessing  a majority  of the  outstanding  Class B common  stock
could,  without  seeking  anyone else's  approval,  transfer  voting  control of
MicroStrategy to a third party. Such a transfer of control could have a material
adverse effect on our business,  operating results and financial condition.  Mr.
Saylor  will  also be able to  prevent  a change of  control  of  MicroStrategy,
regardless of whether holders of Class A common stock might otherwise  receive a
premium for their shares over the then current market price.

                                       35


The  conversion  of the Series A preferred  shares could  result in  substantial
numbers of additional  shares being issued if our market price  declines  during
periods  in which the  conversion  price of the  Series A  preferred  shares may
adjust

     As of November 1, 2000, the Series A preferred  shares are convertible at a
conversion  price  equal to $33.3854  per share.  This  conversion  price may be
adjusted if the preferred stock remains outstanding on June 19, 2001 and on each
subsequent  anniversary of such date, or upon the occurrence of various  events,
including  the  failure  to  maintain  the  effectiveness  of  the  registration
statement  to which this  prospectus  relates,  based on the market price of our
Class A common  stock if such  adjustment  would  result  in a lower  conversion
price.  As a result,  the  lower the price of our Class A common  stock at these
intervals,  the  greater  the  number of shares  the holder  will  receive  upon
conversion after any such adjustment. For example, the number of shares of Class
A common stock that we would be required to issue upon  conversion of all 12,500
Series A preferred shares,  excluding shares issued as accrued dividends,  would
increase from approximately 3,744,152 shares, based on the applicable conversion
price of $33.3854 per share as of November 1, 2000, to approximately:

     o    4,992,212 shares if the applicable conversion price decreased 25%;

     o    7,488,303 shares if the applicable conversion price decreased 50%; or

     o    14,976,516 shares if the applicable conversion price decreased 75%.


     To the extent the Series A preferred  shares are  converted or dividends on
the Series A preferred  shares are paid in shares of Class A common stock rather
than cash,  a  significant  number of shares of Class A common stock may be sold
into the market,  which could decrease the price of our Class A common stock and
encourage short sales.  Short sales could place further downward pressure on the
price of our Class A common  stock.  In that case, we could be required to issue
an increasingly greater number of shares of our Class A common stock upon future
conversions of the Series A preferred shares as a result of the annual and other
adjustments  described above,  sales of which could further depress the price of
our Class A common stock.

     The  conversion of and the payment of dividends in shares of Class A common
stock in lieu of cash on the Series A preferred shares may result in substantial
dilution  to the  interests  of other  holders of our Class A common  stock.  No
selling  stockholder  may  convert  its Series A  preferred  shares if upon such
conversion  the selling  stockholder  together  with its  affiliates  would have
acquired a number of shares of Class A common  stock  during  the 60-day  period
ending on the date of  conversion  which,  when added to the number of shares of
Class A common stock held at the beginning of such 60-day  period,  would exceed
9.99% of our then  outstanding  Class A common stock,  excluding for purposes of
such  determination  shares of Class A common stock issuable upon  conversion of
Series A preferred shares which have not been converted. Nevertheless, a selling
stockholder  may still sell a  substantial  number of shares in the  market.  By
periodically  selling shares into the market, an individual selling  stockholder
could  eventually sell more than 9.99% of our  outstanding  Class A common stock
while never holding more than 9.99% at any specific time.


We may be required to pay  substantial  penalties to the holders of the Series A
preferred shares if specific events occur

     In accordance with the terms of the agreements  relating to the issuance of
the Series A preferred shares, we are required to pay substantial penalties to a
holder  of  the  Series  A  preferred  shares  under  specified   circumstances,
including, among others:

     o    nonpayment  of dividends on the Series A preferred  shares in a timely
          manner;

     o    failure to deliver shares of our Class A common stock upon  conversion
          of the Series A preferred shares after a proper request;


                                       36


     o    nonpayment  of the  redemption  price  at  maturity  of the  Series  A
          preferred shares;


     o    failure to hold a meeting of our  stockholders  on or before  July 31,
          2001 to approve  the  issuance  of the shares of Class A common  stock
          issuable  upon  conversion  of and in lieu of  cash  dividends  on the
          Series A preferred shares; or

     o    failure of a registration  statement relating to the shares of Class A
          common stock issuable upon conversion of and in lieu of cash dividends
          on the Series A preferred  shares to be declared  effective by the SEC
          on or before December 15, 2000, or after such  registration  statement
          is  declared  effective,   the  unavailability  of  such  registration
          statement  to cover the  resale  of such  shares  for more than  brief
          intervals.

     Such penalties are generally paid in the form of interest payments, subject
to any  restrictions  imposed by applicable  law, on the amount that a holder of
Series A preferred shares was entitled to receive on the date of  determination.
In the third quarter of 2000, we incurred $577,500 in penalties as a result of a
14 day delay in the filing of a registration statement registering the shares of
Class A common stock issuable upon conversion of and in lieu of dividends on the
Series A preferred shares.


We rely on our  strategic  channel  partners  and if we are unable to develop or
maintain successful relationships with them, our business, operating results and
financial condition will suffer

     In  addition  to our  direct  sales  force,  we rely on  strategic  channel
partners,  such as original  equipment  manufacturers,  system  integrators  and
value-added resellers,  to license and support our products in the United States
and  internationally.  In particular,  for the three months ended  September 30,
2000 and the years ended  December 31,  1999,  1998 and 1997,  channel  partners
accounted for,  directly or indirectly,  approximately  40%, 39%, 34% and 27% of
our total product license revenues, respectively. Our channel partners generally
offer  customers the products of several  different  companies,  including  some
products  that  compete  with ours.  Although we believe  that direct sales will
continue  to account for a majority of product  license  revenues,  we intend to
increase the level of indirect sales  activities  through our strategic  channel
partners.  However,  there can be no  assurance  that our efforts to continue to
expand indirect sales in this manner will be successful.  We cannot be sure that
we will attract strategic partners who will market our products  effectively and
who will be qualified to provide timely and cost-effective  customer support and
service. Our ability to achieve revenue growth in the future will depend in part
on our success in developing and maintaining successful relationships with those
strategic  partners.  If we are unable to develop or maintain our  relationships
with these strategic  partners,  our business,  operating  results and financial
condition will suffer.


Our relationship with Strategy.com could create the potential for
conflicts of interest

     We hold  an  approximately  84%  economic  interest  in the  equity  of our
Strategy.com  subsidiary.  Conflicts may arise between us and other investors in
Strategy.com,  including: the allocation of business opportunities,  the sharing
of rights,  technologies,  facilities,  personnel and other  resources,  and the
fiduciary  duties owed by officers,  directors  and other  personnel who provide
services to both us and Strategy.com.


We rely on our network  affiliates to market our  Strategy.com  network to their
customers  and if we are unable to enter  into  arrangements  with a  sufficient
number  of  affiliates,  or if our  affiliates  are  unable  to  interest  their
customers in our services, our business will suffer

     We rely on our network  affiliates  to market our  Strategy.com  network to
their  customers.  We cannot be sure that we will  attract  affiliates  who will
market our services  effectively.  Our ability to achieve  revenue growth in the
future  will  depend  in part  on our  success  in  recruiting  and  maintaining
successful relationships with affiliates. If we are unable to recruit affiliates
or maintain our  relationships  with them, our business,  operating  results and
financial condition will suffer.

                                      37


Third party providers of information and services for our  Strategy.com  network
may fail to provide us such  information  and  services or may also provide such
information and services to our competitors

     We rely on third  parties  to  provide  information  and  services  for our
Strategy.com network. For example, we rely on Ameritrade to provide users of our
Strategy.com  network  with stock  quote  information  and expect to rely upon a
third party to execute trades in securities when this capability is added to our
network.  If one or more of these  providers  were to stop  working  with us, we
would have to rely on other parties to provide the  information  and services we
need.  We cannot  predict  whether  other  parties  would be willing to do so on
reasonable  terms.  Furthermore,  we do not have long-term  agreements  with our
providers of information and services and we cannot restrict them from providing
similar  information  and  services  to  our  competitors.   As  a  result,  our
competitors  may be able to duplicate some of the  information and services that
we provide and may,  therefore,  find it easier to enter the market for personal
intelligence and compete with us.


We rely upon our network  affiliates  to deliver  services we offer  through our
Strategy.com  network  and if they  have  difficulty  in doing  so,  we could be
exposed to liability and our reputation could suffer

     We depend upon our  affiliates to deliver  services to  subscribers  of our
Strategy.com  network.  If our affiliates fail to deliver reliable services,  we
could face liability  claims from our  subscribers  and our reputation  could be
damaged.  In addition,  we will be dependent on the  performance  of the systems
deployed and maintained by these parties, whom we will not control. We expect to
include  contractual  provisions  limiting our liability to the  subscriber  for
failures and delays, but we cannot be sure that these limits will be enforceable
or will be  sufficient  to  shield  us from  liability.  We will  seek to obtain
liability insurance to cover problems of this sort, but we cannot guarantee that
insurance  will be  available  or  that  the  amounts  of our  coverage  will be
sufficient to cover all potential claims.

Our network  affiliates  will rely on us to maintain the  infrastructure  of the
Strategy.com  network and any problems with that infrastructure  could expose us
to liability from our affiliates and their customers

     Our network  affiliates  depend on us to maintain the software and hardware
infrastructure of our Strategy.com  network. If this infrastructure fails or our
affiliates or their  customers  otherwise  experience  difficulties or delays in
accessing the network,  we could face  liability  claims from them. We expect to
include  contractual  provisions  limiting our liability to our  affiliates  for
system  failures  and  delays,  but we cannot be sure that these  limits will be
enforceable or will be sufficient to shield us from  liability.  We will seek to
obtain  liability  insurance  to cover  problems  of this  sort,  but we  cannot
guarantee  that  insurance will be available or that the amounts of our coverage
will be sufficient to cover all potential claims.


We are  vulnerable  to system  failures,  which  could  cause  interruptions  or
disruptions in our service

     The hardware  infrastructure  on which the Strategy.com  system operates is
located at the Exodus Communications data center in Northern Virginia. We cannot
assure  you that we will be able to manage  this  relationship  successfully  to
mitigate any risks associated with having our hardware infrastructure maintained
by  Exodus.  Unexpected  events  such as  natural  disasters,  power  losses and
vandalism  could  damage  our  systems.  Telecommunications  failures,  computer
viruses,  electronic  break-ins  or  other  similar  disruptive  problems  could
adversely  affect the operation of our systems.  Our insurance  policies may not
adequately  compensate  us for any losses  that may occur due to any  damages or
interruptions in our systems.  Accordingly, we could be required to make capital
expenditures in the event of damage.  We do not currently have a formal disaster
recovery plan.  Periodically,  we experience  unscheduled  system  downtime that
results in our web site being inaccessible to subscribers.  Although we have not
suffered  material  losses  during these  downtimes to date,  if these  problems
persist in the future,  users,  network  affiliates and  advertisers  could lose
confidence in our services.

                                       38


System capacity  constraints may diminish our ability to generate  revenues from
Strategy.com

     A substantial  increase in the use of the products and services  offered by
Strategy.com  could  strain the  capacity  of our  systems,  which could lead to
slower  response time or system  failures.  System  failures or slowdowns  could
adversely affect the speed and responsiveness of our Strategy.com network. These
would diminish the experience for our subscribers and affect our reputation. The
ability  of  our  systems  to  manage  a  significantly   increased   volume  of
transactions in a production  environment is unknown. As a result, we face risks
related to our  ability to scale up to our  expected  transaction  levels  while
maintaining  satisfactory  performance.  If  our  transaction  volume  increases
significantly,  we may  need  to  purchase  additional  servers  and  networking
equipment to maintain  adequate data  transmission  speeds.  The availability of
these  products  and  related  services  may be  limited  or  their  cost may be
significant.


We have only limited  protection  for our  proprietary  rights in our  software,
which makes it  difficult to prevent  third  parties  from  infringing  upon our
rights

     We regard our software products as proprietary and we rely on a combination
of federal and international copyright,  state and federal trademark and service
mark and state and common law trade secret laws, customer licensing  agreements,
employee and third-party  nondisclosure  agreements and other methods to protect
our proprietary rights.  However,  these laws and contractual provisions provide
only  limited  protection.  We have no  patents  and only limited  registered
trademarks. Despite our efforts to protect our proprietary rights, unauthorized
parties  may  attempt  to copy or  otherwise  obtain  and  use our  products  or
technology.  Policing  such  unauthorized  use is  difficult,  and we  cannot be
certain that we can prevent it, particularly in countries where the laws may not
protect our proprietary rights as fully as in the United States.


Our products may be susceptible  to claims by other  companies that our products
infringe  upon  their  proprietary  rights,  which  could  adversely  affect our
business, operating results and financial condition

     As the number of software  products in our target markets increases and the
functionality of these products  further  overlaps,  we may become  increasingly
subject to claims by a third party that our  technology  infringes  such party's
proprietary  rights.  Regardless  of their merit,  any such claims could be time
consuming  and  expensive  to defend,  may  divert  management's  attention  and
resources,  could cause  product  shipment  delays and could require us to enter
into  costly  royalty  or  licensing  agreements.  If  successful,  a  claim  of
infringement  against us and our  inability to license the  infringed or similar
technology  could  have a material  adverse  effect on our  business,  operating
results and financial condition.


Expanding our  international  operations will be difficult and our failure to do
so  successfully  or in a  cost-effective  manner would have a material  adverse
effect on our business, operating results and financial condition

     International  sales  accounted  for 24.2%,  24.0%,  26.1% and 27.1% of our
total revenues for the nine months ended  September 30, 2000 and the years ended
December 31, 1999, 1998 and 1997,  respectively.  We plan to continue  expanding
our international  operations and to enter new international  markets. This will
require  significant  management  attention  and  financial  resources and could
adversely affect our business,  operating  results and financial  condition.  In
order to expand  international  sales  successfully,  we must set up  additional
foreign   operations,   hire   additional   personnel  and  recruit   additional
international resellers and distributors. We cannot be sure that we will be able
to  do  so in a  timely  manner,  and  our  failure  to  do  so  may  limit  our
international sales growth.

                                       39


There are  certain  risks  inherent  in our  international  business  activities
including:

     o    changes in foreign currency exchange rates;

     o    unexpected changes in regulatory requirements;

     o    tariffs and other trade barriers;

     o    costs of localizing products for foreign countries;

     o    lack of acceptance of localized products in foreign countries;

     o    longer accounts receivable payment cycles;

     o    difficulties in managing international operations;

     o    tax issues, including restrictions on repatriating earnings;

     o    weaker intellectual property protection in other countries; and

     o    the burden of complying with a wide variety of foreign laws.


     These   factors  may  have  a  material   adverse   effect  on  our  future
international  sales and,  consequently,  our  business,  operating  results and
financial condition.


The nature of our products  makes them  particularly  vulnerable  to  undetected
errors,  or bugs,  which could cause problems with how the products  perform and
which could in turn reduce demand for our products,  reduce our revenue and lead
to product liability claims against us

     Software  products  as  complex  as ours may  contain  errors  or  defects,
especially when first or subsequent versions are released.  Although we test our
products  extensively,  we have in the past  discovered  software  errors in new
products after their introduction. We cannot be certain that, despite testing by
us and by our current and potential  customers,  errors will not be found in new
products or releases after commercial shipments begin. This could result in lost
revenue or delays in market  acceptance,  which  could  have a material  adverse
effect upon our business, operating results and financial condition.

     Our license agreements with customers typically contain provisions designed
to limit our exposure to product liability claims. It is possible, however, that
these  provisions  may not be  effective  under the laws of certain  domestic or
international  jurisdictions.  Although  there  have been no  product  liability
claims  against us to date,  our license and support of products may involve the
risk of these claims. A successful product liability claim against us could have
a material  adverse  effect on our  business,  operating  results and  financial
condition.

                                       40


The price of our stock may be extremely volatile

     The  market  price  for our  class A common  stock  has  historically  been
volatile and could fluctuate significantly for any of the following reasons:

     o    quarter-to-quarter variations in our operating results;

     o    developments or disputes concerning proprietary rights;

     o    technological innovations or new products;

     o    governmental regulatory action;

     o    general conditions in the software industry;

     o    increased price competition;

     o    changes in earnings estimates by analysts; or

     o    other events or factors.

Many of the above factors are beyond our control.

     The  stock  market  has  recently  experienced  extreme  price  and  volume
fluctuations.  These fluctuations have particularly affected the market price of
many  computer  software  companies,  often  without  regard to their  operating
performance.


                                       41


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  following  discussion  about  our  market  risk  disclosures  involves
forward-looking  statements.  Actual results could differ  materially from those
projected  in the  forward-looking  statements.  We are exposed to the impact of
interest rate changes and foreign currency fluctuations.


Interest Rate Risk

     Our exposure to market risk for changes in interest rates relates primarily
to our cash  equivalents  and short-term  investments.  We do not use derivative
financial  instruments.  We invest our excess cash in  short-term,  fixed income
financial instruments. These fixed rate investments are subject to interest rate
risk and may fall in value if market interest rates increase. If market interest
rates  were to  increase  immediately  and  uniformly  by 10% from the levels at
September 30, 2000,  the fair market value of the portfolio  would decline by an
immaterial  amount.  We have the  ability to hold our fixed  income  investments
until maturity and,  therefore,  we do not expect our operating  results or cash
flows to be materially  affected by a sudden change in market  interest rates on
our investment portfolio.


Foreign Currency Risk

     We face exposure to adverse  movements in foreign currency  exchange rates.
Our international  revenues and expenses are denominated in foreign  currencies,
principally  the  British  pound  sterling  and the German  deutsche  mark.  The
functional  currency of each of our foreign  subsidiaries is the local currency.
Our  international  business  is  subject to risks  typical of an  international
business,  including  but  not  limited  to,  differing  tax  structures,  other
regulations and restrictions, and foreign exchange rate volatility. Based on our
overall  currency  rate  exposure at September 30, 2000, a 10% change in foreign
exchange  rates would have had an immaterial  effect on our financial  position,
results of  operations  and cash  flows.  To date,  we have not hedged the risks
associated with foreign exchange exposure.  Although we may do so in the future,
we  cannot  be  sure  that  any  hedging  techniques  we may  implement  will be
successful or that our business, operating results, financial condition and cash
flows will not be materially  adversely  affected by exchange rate fluctuations.
To date, our foreign currency gains and losses have been immaterial.



                                       42


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Actions  Arising  under  Federal  Securities  Laws and Delaware  Derivative
Litigation.  From March through May 2000, 25 class action  complaints were filed
in federal courts in various  jurisdictions  alleging that we and certain of our
officers and directors violated section 10(b) of the Exchange Act, Rule 10(b)(5)
promulgated  thereunder,  and section 20(a) and section 20A of the Exchange Act.
Our outside  auditor,  PricewaterhouseCoopers  LLP, was also named in two of the
lawsuits.  The complaints contained varying allegations,  including that we made
materially  false and misleading  statements  with respect to our 1999, 1998 and
1997 financial  results in our filings with the SEC,  analysts'  reports,  press
releases and media reports.  In June 2000,  these putative class action lawsuits
were  consolidated  before one judge in the United States District Court for the
Eastern  District of Virginia.  On July 7, 2000,  the lead  plaintiffs  filed an
amended class action complaint naming us, certain of our officers and directors,
and PricewaterhouseCoopers LLP as defendants. The amended class action complaint
alleges  claims  under  section  10(b),  section  20(a) and  section  20A of the
Exchange Act. The amended class action  complaint does not specify the amount of
damages sought. On July 17, 2000, we filed a motion to dismiss all counts of the
amended complaint.  By order dated September 15, 2000, the motion to dismiss was
granted in part as to one count  against one of our  directors and denied in all
other respects. In addition, in June 2000, purported holders of our common stock
filed a shareholder derivative lawsuit in the Delaware Court of Chancery seeking
recovery  for various  alleged  breaches of  fiduciary  duties by certain of our
directors and officers relating to our restatement of financial results. We have
filed a motion to dismiss the derivative complaint.  No ruling has yet been made
with respect to that motion.

     In October, 2000, we announced that we had reached agreements to settle
both the class action lawsuit and the Delaware derivative litigation. Under the
class action settlement agreement, class members will receive: (a) five-year
unsecured promissory notes issued by the Company having an aggregate principal
amount of $80.5 million and bearing interest at 7.5% per year; (b) 550,000
shares of the Company's Class A Common Stock, with the number of shares to be
increased if the market value of the shares, based on the dollar weighted
average trading price during a specified trading period prior to the district
court settlement hearing, is less than $30 per share so that the minimum value
of the shares is $16.5 million; and (c) warrants issued by the Company to
purchase 1.9 million shares of the Company's Class A Common Stock at an exercise
price of $50 per share, with the warrants expiring five years from the date they
are issued. Under the derivative settlement agreement, we will add a new,
independent director with finance experience to the audit committee of our Board
of Directors and will ensure continued adherence with applicable legal and
regulatory requirements regarding the independence of audit committee members
and trading by insiders. In addition, certain of our officers will contribute a
portion of the shares of Class A Common Stock to be issued to class members in
settlement of the class action lawsuit. Specifically, Michael J. Saylor, Sanju
K. Bansal and Mark S. Lynch will contribute to the class action settlement
shares of the Company's Class A Common Stock with a total value of $10 million.
The settlement of the class action lawsuit and the Delaware derivative
litigation are subject to confirmatory discovery, final documentation, court
approval and certain other conditions.

     SEC Investigation.  In March 2000, we were notified that the SEC had issued
a formal order of private  investigation  in connection with matters relating to
our  restatement  of our financial  results.  The SEC indicated that its inquiry
should  not be  construed  as an  indication  by the SEC or its  staff  that any
violation  of law has  occurred,  or as an adverse  reflection  upon any person,
entity or security.  We are  cooperating  with the SEC in  connection  with this
investigation and its outcome cannot yet be determined.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     On July 13, 2000 and July 28, 2000, the Company issued and sold 1,000 and 4
unregistered shares of its Class A Common Stock, respectively, for an aggregate
purchase price of $22,165.75. These shares were issued in connection with the
exercise of stock options granted to two employees pursuant to the Company's
1999 Stock Option Plan. The issuance and sale of the securities in the above
transactions were 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 sale of securities.

                                       43


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



A. Exhibits
 
   3.1    Amended and Restated Certificate of Incorporation of the Company (Filed as Exhibit 3.1 to the Company's
          Registration Statement on Form S-1 (Registration No. 333-49899) and incorporated by reference herein)

   3.2    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (Filed as
          Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000 (File
          No. 000-24435) and incorporated by reference herein)

   3.3    Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (Filed as
          Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 000-24435) filed on June 19, 2000 and
          incorporated by reference herein)

   3.4    Restated Bylaws of the Company (Filed as Exhibit 3.2 to the Company's Registration Statement on Form S-
          1 (Registration No. 333-49899) and incorporated by reference herein)

   4.1    Form of Certificate of Class A Common Stock of the Company (Filed as Exhibit 4.1 to the Company's
          Registration Statement on Form S-1 (Registration No. 333-49899) and incorporated by reference herein)

  10.1    Series A Preferred Stock Purchase Agreement by and among Strategy.com Incorporated, Aether Capital LLC
          and the other parties thereto, dated as of October 18, 2000 (Filed as Exhibit 10.1 to the Company's Current
          Report of Form 8-K (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.2    Amended and Restated Certificate of Incorporation of Strategy.com Incorporated, dated as of October 17, 2000
          (Filed as Exhibit 10.2 to the Company's Current Report of Form 8-K (File No. 000-24435) filed on November 6, 2000
          and incorporated by reference herein)

  10.3    Investor Rights Agreement by and among Strategy.com Incorporated, the Company, Aether Capital LLC and the other
          parties thereto, dated as of October 18, 2000 (Filed as Exhibit 10.3 to the Company's Current Report of Form
          8-K (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.4    Stockholders's Voting Agreement by and among Strategy.com Incorporated, the Registrant, Aether Capital LLC and
          the other parties thereto, dated as of October 18, 2000 (Filed as Exhibit 10.4 to the Company's Current Report
          of Form 8-K (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.5    Memorandum of Understanding by and among the Company, Strategy.com Incorporated and certain other affiliates of
          the Company, dated as of October 17, 2000 (Filed as Exhibit 10.5 to the Company's Current Report of Form 8-K
          (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.6    United States Intellectual Property Assignment and License Back Agreement by and between the Registrant and
          Strategy.com Incorporated, dated as of October 17, 2000 (Filed as Exhibit 10.6 to the Company's Current
          Report of Form 8-K (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.7    U.S. Intellectual Property License Agreement by and between the Company and Strategy.com Incorporated, dated
          as of October 17, 2000 (Filed as Exhibit 10.7 to the Company’s Current Report of Form 8-K (File No.
          000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.8    U.S. Software License Agreement by and between the Company and Strategy.com Incorporated, dated as of October

                                       44



 
          17, 2000 (Filed as Exhibit 10.8 to the Company's Current Report of Form 8-K (File No. 000-24435) filed on
          November 6, 2000 and incorporated by reference herein)

  10.9   International Software License Agreement by and between MicroStrategy International II Limited and Strategy.com
         International Limited, dated as of October 17, 2000 (Filed as Exhibit 10.9 to the Company's Current Report of
         Form 8-K (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.10  International Intellectual Property License Agreement by and between MicroStrategy International II Limited and
         Strategy.com International Limited, dated as of October 17, 2000 (Filed as Exhibit 10.10 to the Company's
         Current Report of Form 8-K (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.11  Memorandum of Understanding regarding the settlement of the class action lawsuit, dated as of October 23, 2000
         (Filed as Exhibit 10.11 to the Company's Current Report of Form 8-K (File No. 000-24435) filed on November
         6, 2000 and incorporated by reference herein)

   27.1   Financial Data Schedule



                                       45


B. Reports on Form 8-K

     On August 3, 2000,  the Company filed a Current  Report on Form 8-K,  dated
July 26, 2000, announcing its financial results for the three month period ended
June 30, 2000 and changes to the Company's management.

     All other items are omitted  because they are not applicable or the answers
are none.


                                       46


                                   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/ Michael J. Saylor
                                                  -----------------------------
                                                         Michael J. Saylor
                                                         Chief Executive Officer


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

Date: February 20, 2001

                                       47






                                                             EXHIBIT INDEX

   3.1    Amended and Restated Certificate of Incorporation of the Company (Filed as Exhibit 3.1 to the Company's
          Registration Statement on Form S-1 (Registration No. 333-49899) and incorporated by reference herein)

   3.2    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (Filed as
          Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000 (File
          No. 000-24435) and incorporated by reference herein)

   3.3    Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (Filed as
          Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 000-24435) filed on June 19, 2000 and
          incorporated by reference herein)

   3.4    Restated Bylaws of the Company (Filed as Exhibit 3.2 to the Company's Registration Statement on Form S-
          1 (Registration No. 333-49899) and incorporated by reference herein)

   4.1    Form of Certificate of Class A Common Stock of the Company (Filed as Exhibit 4.1 to the Company's
          Registration Statement on Form S-1 (Registration No. 333-49899) and incorporated by reference herein)

  10.1    Series A Preferred Stock Purchase Agreement by and among Strategy.com Incorporated, Aether Capital LLC and
          the other parties thereto, dated as of October 18, 2000 (Filed as Exhibit 10.1 to the Company's Current Report
          of Form 8-K (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.2    Amended and Restated Certificate of Incorporation of Strategy.com Incorporated, dated as of October 17, 2000
          (Filed as Exhibit 10.2 to the Company's Current Report of Form 8-K (File No. 000-24435) filed on November 6, 2000
          and incorporated by reference herein)

  10.3    Investor Rights Agreement by and among Strategy.com Incorporated, the Company, Aether Capital LLC and the other
          parties thereto, dated as of October 18, 2000 (Filed as Exhibit 10.3 to the Company’s Current Report of Form 8-K
          (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.4    Stockholders' Voting Agreement by and among Strategy.com Incorporated, the Registrant, Aether Capital LLC and the
          other parties thereto, dated as of October 18, 2000 (Filed as Exhibit 10.4 to the Company's Current Report of
          Form 8-K (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.5    Memorandum of Understanding by and among the Company, Strategy.com Incorporated and certain other affiliates of the
          Company, dated as of October 17, 2000 (Filed as Exhibit 10.5 to the Company's Current Report of Form 8-K (File
          No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.6    United States Intellectual Property Assignment and License Back Agreement by and between the Registrant and Strategy.com
          Incorporated, dated as of October 17, 2000 (Filed as Exhibit 10.6 to the Company's Current Report of Form 8-K
          (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

  10.7    U.S. Intellectual Property License Agreement by and between the Company and Strategy.com Incorporated, dated as of
          October 17, 2000 (Filed as Exhibit 10.7 to the Company's Current Report of Form 8-K (File No. 000-24435) filed on
          November 6, 2000 and incorporated by reference herein)

  10.8    U.S. Software License Agreement by and between the Company and Strategy.com Incorporated, dated as of October 17, 2000
          (Filed as Exhibit 10.8 to the Company's Current Report of Form 8-K (File No. 000-24435) filed on November 6, 2000 and
          incorporated by reference herein)


                                       48




 
  10.9    International Software License Agreement by and between MicroStrategy International II Limited and Strategy.com
          International Limited, dated as of October 17, 2000 (Filed as Exhibit 10.9 to the Company's Current Report of
          Form 8-K (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

 10.10    International Intellectual Property License Agreement by and between MicroStrategy International II Limited and
          Strategy.com International Limited, dated as of October 17, 2000 (Filed as Exhibit 10.10 to the Company's
          Current Report of Form 8-K (File No. 000-24435) filed on November 6, 2000 and incorporated by reference herein)

 10.11    Memorandum of Understanding regarding the settlement of the class action lawsuit, dated as of October 23, 2000
          (Filed as Exhibit 10.11 to the Company's Current Report of Form 8-K (File No. 000-24435) filed on November
          6, 2000 and incorporated by reference herein)

  27.1    Financial Data Schedule



                                       49