ORACLE CORP /DE/
10-K/A, 1996-08-09
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington D.C., 20549


                                  FORM 10-K/A
                              Amendment No. 1 to


           [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended May 31, 1996

                                      OR

           [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number: 0-14376

                              Oracle Corporation
            (Exact name of registrant as specified in its charter)


                 Delaware                            94-2871189
     (State or other jurisdiction of             (I.R.S. employer
      Incorporation or organization)             Identification no.)


                              500 Oracle Parkway
                        Redwood City, California 94065
         (Address of principal executive offices, including zip code)


                                (415) 506-7000
             (Registrant's telephone number, including area code)

       Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.01 per share
                        Preferred Stock Purchase Rights
                               (Title of class)


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
                                       -    -

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

The aggregate market value of the voting stock held by non-affiliates of the 
registrant as of June 30, 1996 was $20,085,776,623. This calculation does not 
reflect a determination that persons are affiliates for any other purposes.

Number of shares of common stock outstanding as of June 30, 1996: 656,388,768

Documents Incorporated by Reference:

Part III--Portions of the registrant's definitive proxy statement to be issued 
in conjunction with registrant's annual stockholder's meeting to be held on 
October 14, 1996.

===============================================================================

<PAGE>
 
                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this Amendment No. 1 to be signed on its behalf by 
the undersigned, thereunto duly authorized, on August 9, 1996.


                                  ORACLE CORPORATION



                                  By: /s/ JEFFREY O. HENLEY    
                                     __________________________________________
                                     Jeffrey O. Henley, Chief Financial Officer


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