INFORMIX CORP
10-Q, 1997-05-14
PREPACKAGED SOFTWARE
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                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                               Form 10-Q

(Mark One)
  [ X ]   Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period ended March 30, 1997
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 0-15325


                   INFORMIX CORPORATION
      (Exact name of registrant as specified in its charter)

          Delaware                           94-3011736
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)           Identification No.)


         4100 Bohannon Drive, Menlo Park, CA  94025
           (Address of principal executive office)

                      415-926-6300
    (Registrant's telephone number, including area code)


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      .

At April 25, 1997, 151,679,178 shares of the Registrant's Common Stock
were outstanding.

Total number of pages 23
 .



FORWARD LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Actual
results could differ materially from those projected in the forward-
looking statements as a result of certain factors described herein and
in other documents. Readers should pay particular attention to the
section of this Report entitled "Business Risks" and should also
carefully review the risk factors described in the other documents the
Company files from time to time with the Securities and Exchange
Commission.




PART I.  FINANCIAL INFORMATION




INDEX

Part I.    Financial Information
                                                     Page
 Item 1.  Condensed Consolidated Financial
  Statements (Unaudited):

   Condensed Consolidated Statements of
   Operations for the three-month periods
   ended March 30, 1997 and March 31, 1996             3

   Condensed Consolidated Balance Sheets as of
   March 30, 1997 and December 31, 1996                4

   Condensed Consolidated Statements of Cash
   Flows for the three-month periods ended
   March 30, 1997 and March 31, 1996                   5

   Notes to Condensed Consolidated
   Financial Statements                                6

 Item 2.  Management's Discussion and Analysis
  of Financial Condition and Results of Operations     8

Part II.  Other Information


Item 6.  Exhibits and Reports on Form 8-K             19

Signature page                                        20



                   INFORMIX CORPORATION
       Condensed Consolidated Statements of Operations
            (in thousands, except per share data)
                      (Unaudited)


<TABLE>
<CAPTION>
                                       Three months ended
                                     March 30,     March 31,
                                       1997          1996
                                    ----------    ----------
<S>                                 <C>           <C>
Net revenues:
  Licenses                           $  71,676    $ 151,193
  Services                              61,988       52,828
                                     ----------   ----------
                                       133,664      204,021
Costs and expenses:
  Cost of software distribution         29,327       10,028
  Cost of services                      41,152       33,409
  Sales and marketing                  125,548       91,143
  Research and development              35,289       25,544
  General and administrative            29,237       14,681
  Write-off of goodwill and other
    long-term assets                    30,473            -
  Write-off of acquired research
    and development                      7,000            -
  Expenses related to Illustra merger        -        5,914
                                     ----------   ----------
                                       298,026      180,719
                                     ----------   ----------
  Operating income (loss)             (164,362)      23,302

Interest income                          1,267        2,250
Interest expense                          (725)        (264)
Other income/(expense), net              2,778          (64)
                                     ----------   ----------
  Income (loss) before income taxes   (161,042)      25,224
Income taxes (benefits)                (20,935)       9,333
                                     ----------   ----------
Net income (loss)                    $(140,107)   $  15,891
                                     ==========   ==========

Net income (loss) per share          $   (0.93)   $    0.10

Weighted average number of common
  and common equivalent shares
  outstanding                          151,049      155,788

</TABLE>

See Notes to Condensed Consolidated Financial Statements.





                   INFORMIX CORPORATION
            Condensed Consolidated Balance Sheets
                 (Unaudited, in thousands)

<TABLE>
<CAPTION>

                                    March 30,   December 31,
                                      1997         1996
                                   -----------  -----------
<S>                                <C>          <C>
                                                   (Note)
ASSETS

Current assets:
  Cash and cash equivalents         $  85,291     $ 226,508
  Short-term investments               35,280        34,512
  Accounts receivable, net            193,618       254,096
  Deferred taxes                       13,134        13,329
  Other current assets                 37,152        29,479
                                    ----------    ----------
    Total current assets              364,475       557,924

Property and equipment, net           175,495       186,727
Software costs, net                    43,457        54,486
Deferred taxes                          7,775         7,775
Long-term investments                   6,639         6,639
Intangible assets                      12,131        34,693
Restricted cash                        61,500             -
Other assets                           48,189        55,598
                                    ----------    ----------
      Total assets                  $ 719,661     $ 903,842
                                    ==========    ==========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                  $  46,797     $  65,446
  Accrued expenses                     54,147        52,347
  Accrued employee compensation        65,752        57,626
  Income taxes payable                  1,713        34,508
  Deferred revenue                     90,955        84,102
  Other liabilities                     3,271         5,537
                                    ----------    ----------
    Total current liabilities         262,635       299,566

Other liabilities                       2,404         2,359
Deferred taxes                         32,374        31,203
Commitments and contingencies

Stockholders' equity:
  Common stock                          1,512         1,508
  Additional paid-in capital          245,177       243,564
  Retained earnings                   182,698       322,805
  Unrealized gain on available-
    for-sale securities, net of tax     7,837        11,690
  Foreign currency translation
    adjustment                        (14,976)       (8,853)
                                    ----------    ----------
    Total stockholders' equity        422,248       570,714
                                    ----------    ----------
      Total liabilities and
        stockholders' equity        $ 719,661     $ 903,842
                                    ==========    ==========

</TABLE>

(Note)  Columnar amounts are derived from audited consolidated
financial statements

See Notes to Condensed Consolidated Financial Statements.






                   INFORMIX CORPORATION
       Condensed Consolidated Statements of Cash Flows
                      (in thousands)
                       (Unaudited)

<TABLE>
<CAPTION>

                                      Three months ended
                                   ------------------------
                                   March 30,      March 31,
                                      1997           1996
                                   ----------    ----------
<S>                                <C>           <C>
OPERATING ACTIVITIES
Net income (loss)                  $(140,107)    $  15,891
Adjustments to reconcile net
  income to net cash and cash
  equivalents provided by (used
  in) operating activities:
   Depreciation and
    amortization                      23,404         8,798
   Amortization and write-off
    of capitalized software           20,233         3,624
   Deferred tax expense                    -          (134)
   Provisions for losses on
    accounts receivable               11,006         2,350
   Write-off of goodwill and
    other long-term assets            30,473             -
   Write-off of acquired research
    and development                    7,000             -
   Foreign currency transaction
    loss                               5,066         1,138
   (Gain) loss on disposal of
    property and equipment               (50)          713
   Changes in operating assets
    and liabilities:
    Accounts receivable               41,960        (2,464)
    Other current assets             (16,628)       (1,442)
    Accounts payable and
     accrued expenses                (28,917)      (22,383)
    Deferred revenue                   8,651         5,037
                                   ----------    ----------
Net cash and cash equivalents
  provided by (used in) operating
  activities                         (37,909)       11,128

INVESTING ACTIVITIES
Investments of excess cash:
  Purchases of available-for-sale
   securities                        (10,374)      (55,827)
  Maturities of available-for-sale
   securities                          9,585        38,053
Purchases of strategic investments    (1,750)            -
Purchase of property and
  equipment                          (20,431)      (15,797)
Amount held as restricted cash       (61,500)            -
Proceeds from disposal of
  property and equipment                 279         1,064
Additions to software costs           (8,104)       (6,742)
Business combinations, net of
  cash acquired                       (8,786)       (1,000)
Other                                   (253)       (3,087)
                                   ----------    ----------
Net cash and cash equivalents
  used in investing activities      (101,334)      (43,336)

FINANCING ACTIVITIES
Proceeds from issuance of stock        1,617         5,661
Principal payments on capital
  leases                                (885)         (207)
                                   ----------    ----------
Net cash and cash equivalents
  provided by financing
  activities                             732         5,454
                                   ----------    ----------
Effect of exchange rate changes
  on cash and cash equivalents        (2,706)         (451)
                                   ----------    ----------
Decrease in cash and cash
  equivalents                       (141,217)      (27,205)

Cash and cash equivalents
  at beginning of period             226,508       164,305
                                   ----------    ----------
Cash and cash equivalents at
  end of period                    $  85,291     $ 137,100
                                   ==========    ==========


See Notes to Condensed Consolidated Financial Statements.



INFORMIX CORPORATION
Notes to Condensed Consolidated Financial Statements
March 30, 1997
(Unaudited)


Note A - Presentation of Interim Financial Statements

      All  significant adjustments, in the opinion of management, which
are  normal,  recurring in nature and necessary for a fair presentation
of the financial position and results of the operations of the Company,
have  been consistently recorded. The operating results for the interim
periods   presented   are  not  necessarily  indicative   of   expected
performance for the entire year.


Note B - Net Income (Loss) Per Share

     Net income (loss) per share is computed using the weighted average
number  of  shares  outstanding. Common equivalent  shares  from  stock
options  (using  the treasury stock method) have been included  in  the
computation only when dilutive.

     In  February 1997, the Financial Accounting Standards Board issued
Statement No. 128 ("FAS 128"), "Earnings per Share", which is  required
to  be adopted on December 31, 1997.  At that time, the Company will be
required  to  change the method currently used to compute earnings  per
share and to restate all prior periods.  Under the new requirements for
calculating  primary earnings per share, the dilutive effect  of  stock
options  will  be  excluded.  The impact is expected to  result  in  an
increase  in  primary  earnings per share for the first  quarter  ended
March  31,  1996  to  $0.11.   The  impact  of  Statement  128  on  the
calculation  of primary earnings per share for the first quarter  ended
March 30, 1997 is not material.


Note C - Stockholders' Equity

Reconciliation of outstanding shares:

Shares outstanding at December 31, 1996            150,781,634
Shares issued upon exercises of stock options          432,459
                                                  -------------
Shares outstanding at March 30, 1997               151,214,093


Note D - Business Combinations

      In  February  1996,  the  Company acquired  Illustra  Information
Technologies,  Inc.  ("Illustra"),  a  company  that  provides  dynamic
content  management  database software and tools for  managing  complex
data  in  the  Internet, multimedia/entertainment, financial  services,
earth sciences and other markets. Approximately 12.7 million shares  of
Informix common stock were issued to acquire all outstanding shares  of
Illustra  common  stock. An additional 2.3 million shares  of  Informix
common  stock  were  reserved  for  issuance  in  connection  with  the
assumption of Illustra's outstanding options. The transaction has  been
accounted  for  as  a  pooling  of  interests,  and  accordingly,   the
consolidated financial statements for all periods presented include the
accounts  and  operations of Illustra. Related merger  and  transaction
fees  of  approximately $5.9 million have been recorded  in  the  first
quarter of 1996.

      In  February  1997, the Company acquired all of  the  outstanding
capital  stock of Centerview Software, Inc. ("Centerview"), a privately
owned   corporation  that  provides  software  tools  for   application
development.   The  aggregate  purchase price  was  approximately  $8.7
million,  which  included cash plus direct costs of  acquisition.   For
financial statement purposes, the acquisition has been accounted for as
a  purchase  and, based on an independent appraisal of all  the  assets
acquired  and liabilities assumed, the purchase price was allocated  to
the  specifically identifiable tangible and intangible assets acquired,
including   approximately  $7  million  of   purchased   research   and
development  which  has been charged to operations in  the  period  the
acquisition was consummated - the first quarter of 1997.


Note E - Commitments

      In  January 1997, the Company entered into a two-year lease ("the
Real  Estate  Lease") for twenty seven acres of undeveloped  commercial
real  estate  to construct new corporate headquarters in  Santa  Clara,
California. Upon termination of the lease term, the Company  will  have
the  option  to  purchase the land, or if such purchase option  is  not
exercised,  arrange for the sale of the parcels to an  unrelated  third
party.  In  the  event the latter option is exercised, the  Company  is
required  to  pay  the  lessor any difference  between  the  net  sales
proceeds  and  the  lessor's investment in the  parcels,  approximately
$61.5  million. In order to secure performance of its obligation  under
the  lease,  the Company was required to pledge certain cash collateral
to  the  lessor throughout the full term of the lease. Accordingly,  in
January 1997, the Company deposited $61.5 million in cash into  a  non-
interest bearing collateral account controlled by an affiliate  of  the
lessor.  This  cash  is reflected in long term assets  on  the  balance
sheet.  Interest on these deposits computed at market rates,  otherwise
due to the Company, have been assigned by the Company to the lessor  in
order  to reduce the gross monthly lease payments due under the  lease.
The  resulting  net  monthly lease payments will be recognized  by  the
Company as rent expense over the lease term. The real estate lease also
includes  certain financial performance criteria which must be  met  by
the Company during the lease term. As of March 30, 1997, the Company is
in  compliance with its financial ratio covenants under this agreement.
The  Company expects it will not be in compliance with these  financial
covenants  at  the  end of the second quarter and is currently  in  the
process  of discussing the terms of the contract with the lessor.   The
lease  is  fully cash collateralized and the Company has the  right  to
terminate  the  lease,  on thirty days notice, by  releasing  the  cash
collateral to the lessor in exchange for taking title to the land.


Note F - Write-off of Goodwill and Other Long-Term Assets

      In accordance with Financial Accounting Standards Board Statement
No.  121, "Accounting for the  Impairment of Long Lived Assets and  for
Long-Lived  Assets  to be Disposed of", the Company records  impairment
losses  on  long-lived  assets  used  in  operations  when  events  and
circumstances  indicate  that the assets  might  be  impaired  and  the
estimated  future  undiscounted cash flows to  be  generated  by  those
assets  are less than the assets' carrying amounts.  During  the  first
quarter  of  1997,  the  Company's Japanese  subsidiary  experienced  a
significant  sales  shortfall and operating  losses.  Accordingly,  the
Company  evaluated  the  ongoing value of the  subsidiary's  long-lived
assets  (primarily computer and other equipment) and related  goodwill.
Based  on this evaluation, the Company determined that the subsidiary's
assets had been impaired and wrote them down by $30.5 million to  their
estimated fair values. Fair value was determined using estimated future
discounted cash flows and/or resale market quotes as appropriate.


Note G - Subsequent events

      Following  the  Company's announcement on April 1,  1997  of  its
preliminary  results  for  the first quarter  ending  March  30,  1997,
several  class  action  lawsuits were filed  against  the  Company  and
certain  of  its  current and former executive  officers  in  the  U.S.
District  Court, Northern District of California.  The  complaints  are
similar  and  allege violations of federal and state  securities  laws.
Management believes that the claims made in the lawsuits are  meritless
and  intends  to  vigorously defend these suits.   In  the  opinion  of
Management,  resolution of this litigation is not expected  to  have  a
material  adverse  effect  on the financial position  of  the  Company.
However, although no estimate of any outcome can currently be made,  an
unfavorable  resolution  of  this matter could  materially  affect  the
Company's  future results of operations or cash flows in the period  of
resolution.

      The  Company  is  also  a  party to various  legal  disputes  and
proceedings arising from the ordinary course of business.  Although  no
estimate   of  any  outcome  can  currently  be  made,  an  unfavorable
resolution  of  these  matters could materially  affect  the  Company's
future results of operations or cash flows in the period of resolution.



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

This  Quarterly Report contains forward-looking statements  within  the
meaning  of Section 27A of the Securities Act of 1933, as amended,  and
Section 21E of the Securities Exchange Act of 1934, as amended.  Actual
results  could differ materially from those projected in  the  forward-
looking statements as a result of certain factors described herein  and
in  other  documents. Readers should pay particular  attention  to  the
section  of  this  Report  entitled "Business Risks"  and  should  also
carefully review the risk factors described in the other documents  the
Company  files  from  time  to time with the  Securities  and  Exchange
Commission.

RESULTS OF OPERATIONS

      The  following table sets forth operating results as a percentage
of  net  revenues for the three-month periods ended March 30, 1997  and
March  31,  1996, respectively, and the percent change in the operating
results  for  three-month period ended March 30, 1997 compared  to  the
respective three-month period ended March 31, 1996.


</TABLE>
<TABLE>
<CAPTION>
                     Percent of Net     Period-to-period
                       Revenues               Percent
                                        Increase (Decrease)
                   Three months ended   Three months ended
                   March 30, March 31,  March 30, 1997 vs.
                      1997     1996      March 31, 1996
                   --------- ---------   ------------------
<S>                <C>       <C>         <C>
NET REVENUES:
Licenses               54%      74%            (53%)
Services               46%      26%             17%
                   --------- ---------
 Total net revenues   100%     100%            (34%)

COSTS AND EXPENSES:
Cost of software
  distribution         22%       5%            192%
Cost of services       31%      16%             23%
Sales and
  marketing            94%      45%             38%
Research and
  development          26%      13%             38%
General and
  administrative       22%       7%             99%
Write-off of
  goodwill and
  long-term assets     23%       0%             N/A
Write-off of
  acquired research
  and development       5%       0%             N/A
Merger expenses
  with Illustra         0%       3%             N/A
                   --------- ---------
 Total operating
   expenses           223%      89%             65%
                   --------- ---------
OPERATING INCOME
  (LOSS)             (123%)     11%             N/A

INTEREST INCOME         1%       1%            (44%)

INTEREST EXPENSE        0%       0%            175%

OTHER INCOME/
  (EXPENSE),NET         2%       0%             N/A
                   --------- ---------
INCOME (LOSS)
  BEFORE INCOME
  TAXES              (120%)     12%             N/A

INCOME TAXES
  (BENEFIT)           (15%)      4%             N/A
                   --------- ---------
NET INCOME (LOSS)    (105%)      8%             N/A
                   ========= =========

</TABLE>

     Informix's operating results for the first quarter ended March 30,
1997 were significantly below the same period of the prior year due  to
a  34  percent  decrease in revenue.  Sales declined in all  geographic
regions,  particularly  in Europe where sales declined  57  percent  as
compared  to the first quarter of 1996. Sales declined in all channels.
The Company's inability to close a number of large deals at the end  of
the  quarter contributed to the decline. These lower revenues  combined
with  a 65 percent increase in operating costs resulted in an operating
loss  of  $164.4 million. The increase in operating costs included  one
time  charges  of  $30.5  million related  to  the  Company's  Japanese
operation and the write-off of acquired research and development  costs
of $7.0 million during the period ended March 30, 1997.


Revenues

      The  Company  derives  revenues principally  from  licensing  its
software  and  providing  technical  product  support  and  updates  to
customers. License revenues may involve the shipment of product by  the
Company  or  the  granting  of a license to a customer  to  manufacture
products.  Service  revenue consists of customer  telephone  or  direct
support,  update  rights  for  new product  versions,  consulting,  and
training  fees.  The Company's products are sold directly  to  end-user
customers   or   through   resellers,  including   original   equipment
manufacturers (OEM's), distributors, and value added resellers (VAR's).
During 1996, approximately half of the Company's revenues were reseller
sales  as  the  Company  increased its focus on its  partnerships  with
several hardware vendors in order to utilize their sales forces, obtain
access to their installed bases in certain industries and benefit  from
their  consulting and systems integration organizations. First  quarter
license revenue derived from resellers decreased from $79.9 million  in
1996 to $26.9 million in 1997. At March 30, 1997, the Company estimates
that  almost  half of the licenses sold to resellers in  1996  and  the
first quarter of 1997 have not been resold. These licenses were sold on
an  irrevocable  and  non-refundable basis and do  not  provide  return
rights. In addition, license sales to end users in the first quarter of
1997  declined  by 37 percent versus the prior year comparable  period.
Although  end-user sales contracts can be relatively large in size  and
are  difficult to forecast both in timing and dollar value, the Company
did not expect this magnitude of decline.

      In  hindsight, the Company believes that an over-emphasis on  the
release and marketing of INFORMIX-Universal Server, as opposed  to  its
OnLine  products, contributed to the decline in first quarter  results.
Without the necessary emphasis, the OnLine products' sales momentum was
lost.    Object  relational  database  products,  including   INFORMIX-
Universal Server and the Illustra Server, generated only ten percent of
the first quarter license revenue. In addition, it appears in hindsight
that  the Company did not fully support the NT product line during  the
period.

     The increase in service revenue, as a percentage of total revenue,
was  primarily  the  result of the decrease  in  license  revenue.  The
Company  continues to emphasize support services as a source of revenue
and  the  growth  achieved in absolute dollars versus  the  prior  year
quarter reflects the growth in the Company's installed base.

      During  the  first quarter ended March 30, 1997,  Informix's  net
revenues  from  sales  to foreign customers was  48  percent  of  total
revenue  as  compared to 60 percent in the similar period in  1996.  In
absolute  dollars, foreign sales decreased from $123.0 million  in  the
quarter  ended  March 31, 1996 to $64.6 million in  the  quarter  ended
March  30, 1997. Sales in Europe and Japan decreased 57 and 73 percent,
respectively.  In  addition to the factors noted above  which  impacted
worldwide  sales, the decrease in Europe was partially due to  changing
sales  management during the quarter and failure to close a  number  of
large sales transactions. Sales in Asia/Pacific and Latin America  were
unchanged versus the previous period.

      Substantially all of the Company's Latin American revenue is U.S.
dollars denominated.  In Europe, Asia/Pacific, and Japan, most revenues
and  expenses  are  denominated in local currencies.  The  U.S.  dollar
strengthened  in the first quarter of 1997 against the  major  European
and  Asia/Pacific  currencies,  which resulted  in  lower  revenue  and
expenses recorded when translated into U.S. dollars, compared with  the
prior year period.

      The  Company's operating and pricing strategies take into account
changes in exchange rates over time; however, the Company's results  of
operations  may  be  significantly  affected  in  the  short  term   by
fluctuations in foreign currency exchange rates. Changes in foreign cur
rency  exchange rates, the strength of local economies, and the general
volatility  of  software  markets may  result  in  a  higher  or  lower
proportion of foreign revenues as a percentage of total revenues in the
future.

      The  Company  enters  into  forward  foreign  exchange  contracts
primarily to hedge the value of accounts receivable or accounts payable
denominated  in  foreign  currencies against fluctuations  in  exchange
rates  until such receivables are collected or payables are  disbursed.
This program involves the use of forward foreign exchange contracts  in
the  primary  European and Asian currencies. The  Company  has  limited
unhedged transaction exposures in certain secondary currencies in Latin
America,  Eastern  Europe, and Asia Pacific because there  are  limited
forward currency exchange markets in these currencies. The Company does
not  attempt  to  hedge  the translation to  U.S.  dollars  of  foreign
denominated   revenues  and  expenses  not  yet  earned  or   incurred,
respectively.


Cost of Software Distribution

(DOLLARS IN MILLIONS)    First Quarter    First Quarter    Percentage
                             1997             1996           Change
                         -------------    -------------    ----------
[S]                      [C]              [C]              [C]
Manufactured cost of
  software distribution    $   9.1          $   6.4           42%
  Percentage of license
    revenue                    13%               4%
Amortization of
  capitalized software     $   5.5          $   3.6           53%
  Percentage of license
    revenue                     8%               3%
Write down to net
  realizable value         $  14.7                -           N/A
  Percentage of license
    revenue                    20%                -
Cost of software
  distribution             $  29.3          $  10.0          193%
  Percentage of license
    revenue                    41%               7%

     Software distribution costs consist primarily of: 1) manufacturing
and  related  costs such as media, documentation, product assembly  and
purchasing costs, freight, customs, and third party royalties;  and  2)
amortization of previously capitalized software development  costs  and
any write-offs of previously capitalized software.

      The manufactured cost of software distribution as a percentage of
license  revenue increased significantly in the first quarter  of  1997
compared to the same period in 1996. This increase was primarily caused
by  the reduction in sales as a large portion of these costs are  fixed
in  nature.  In  addition higher royalties were  incurred  on  software
acquired after the first quarter of 1996 where third party software  is
bundled  with  Informix products. In the future, the cost  of  software
distribution  as  a percentage of revenue may vary depending  upon  the
sales  levels,  third  party software costs  where  their  software  is
bundled  with Informix's and whether the product is reproduced  by  the
Company or by customers.

      Amortization of capitalized software costs begin in  the  quarter
following  product  introduction.  The  increase  of  amortization   of
capitalized software in the first quarter of 1997 compared to the first
quarter  of  1996 is due to the release of various  products subsequent
to  the  first  quarter of 1996. The absolute value of amortization  of
capitalized  software  will vary slightly quarter  to  quarter  as  new
products are released and other products become fully amortized.

      In  addition,  due  to  the Company's acquisition  of  Centerview
Software,  Inc. and the announcement of its revised tool strategy,  and
in  accordance with Financial Accounting Standards Board Statement  No.
86,  "Accounting for the Costs of Computer Software to Be Sold, Leased,
or  Otherwise  Marketed",  a net realizable  value  test  performed  on
certain  of  the  Company's tool products resulted in a  write-down  of
$14.7 million of previously capitalized software costs.


Cost of Services

(DOLLARS IN MILLIONS)    First Quarter    First Quarter    Percentage
                             1997             1996           Change
                         -------------    -------------    ----------
Cost of Services            $  41.2          $  33.4           23%
  Percentage of service
     revenue                    66%              63%

     Cost of services consists primarily of maintenance, consulting and
training expenses. Costs of services for the first quarter of 1997  are
comparable  to  expense in the prior year quarter on  a  percentage  of
service revenue basis. In the future, the Company expects that cost  of
services  as  a percentage of net service revenue will approximate  the
rate in the first quarter of 1997.


Sales and Marketing Expenses

(DOLLARS IN MILLIONS)    First Quarter    First Quarter    Percentage
                             1997             1996           Change
                         -------------    -------------    ----------
Sales and marketing
  expenses                  $ 125.5           $ 91.1          38%
  Percentage of net
    revenue                     94%              45%

      The increase in sales and marketing expenses in the first quarter
of  1997, in absolute dollars, as compared to the first quarter of 1996
was primarily a result of the addition of sales and marketing personnel
worldwide.  Over the  twelve month period ending March  30,  1997,  the
headcount for sales and marketing personnel grew from 1,553 to 2,009 or
29  percent,  which accounts for the majority of the increase  both  in
percentage  growth and absolute dollars spent.  Approximately  half  of
the additional sales staff were assigned to the European region and the
domestic   marketing  group  more  than  doubled  to   243   employees.
Depreciation   expense  charged  to  Sales  and   Marketing   increased
approximately  $8 million versus the prior year quarter  in  connection
with  the  Company's  Superstores which are  more  fully  described  in
"Liquidity  and  Capital  Resources".   The  increase  of  costs  as  a
percentage of revenue reflects that despite sales commissions  being  a
large  variable  cost, there are significant sales and marketing  costs
that are fixed in nature.


Research and Development Expenses

      The  Company  accounts  for  its  product  development  costs  in
accordance  with  Statement of Financial Accounting Standards  No.  86,
"Accounting for the Costs of Computer Software to Be Sold,  Leased,  or
Otherwise  Marketed." This statement requires that  once  technological
feasibility   of  a  developing  product  has  been  established,   all
subsequent  costs incurred in developing that product to a commercially
acceptable level be capitalized and amortized ratably over the  revenue
life  of  the  product.  The following table  summarizes  research  and
development  costs for the periods ended March 30, 1997 and  March  31,
1996:

(DOLLARS IN MILLIONS)    First Quarter    First Quarter    Percentage
                             1997             1996           Change
                         -------------    -------------    ----------
Incurred product
  development costs        $  41.6          $  31.6            32%
Expenditures capitalized       6.3              6.1             3%
Research and development
  expenses                 $  35.3          $  25.5            38%
Expenditures capitalized
  as a percentage of
  incurred                     15%              19%

      The increase in research and development expenditures in absolute
dollars  in  the first quarter of 1997 was primarily attributed  to  an
increase  in  staff  of 18 percent versus the prior year  quarter.  The
proportion  of  capitalized  expenditures  as  a  percentage  of  total
incurred  expenses decreased in the first quarter of 1997. The decrease
is  attributable to the fact that during the first quarter of  1996,  a
large  portion of expenses incurred were on products which had  reached
technological feasibility. The Company expects the proportion  of  work
on  capitalized projects for the remainder of 1997 to remain relatively
stable  compared  to  the  first quarter of 1997  as  other  major  new
products  reach  technological feasibility, and capitalization  of  the
related software development costs begins.
     
       Significant   programs  currently  under   development   include
improvements  and  enhancements of current  products,  with  particular
emphasis  on  parallel  computer  architecture,  user-defined  database
extensions, web technology integration, database application tools  and
systems   administration.  The  Company  believes  that  research   and
development  expenditures are essential to maintaining its  competitive
position  in its primary markets and expects the expenditure levels  to
continue to constitute a significant percentage of revenues.


General and Administrative Expenses

(DOLLARS IN MILLIONS)    First Quarter    First Quarter    Percentage
                             1997             1996           Change
                         -------------    -------------    ----------
General and
  administrative expenses   $  29.2          $  14.7           99%
  Percentage of net
    revenue                     22%               7%

      General and administrative expenses increased in absolute dollars
in  the  first quarter of 1997 compared to the same prior  year  period
primarily  as  a result of the higher bad debt expense of approximately
$8.7 million. In addition, headcount in general and administration grew
10 percent over this period.


Write-off of goodwill and long-term assets

      In accordance with Financial Accounting Standards Board Statement
No.  121, "Accounting for the  Impairment of Long Lived Assets and  for
Long-Lived  Assets  to be Disposed of", the Company records  impairment
losses  on  long-lived  assets  used  in  operations  when  events  and
circumstances  indicate  that the assets  might  be  impaired  and  the
estimated  future  undiscounted cash flows to  be  generated  by  those
assets  are less than the assets' carrying amounts.  During  the  first
quarter  of  1997,  the  Company's Japanese  subsidiary  experienced  a
significant  sales  shortfall and operating  losses.  Accordingly,  the
Company  evaluated  the  ongoing value of the  subsidiary's  long-lived
assets  (primarily computer and other equipment) and related  goodwill.
Based  on this evaluation, the Company determined that the subsidiary's
assets had been impaired and wrote them down by $30.5 million to  their
estimated fair values. Fair value was determined using estimated future
discounted cash flows and/or resale market quotes as appropriate.

      The Company plans on significantly restructuring the Japan office
in the second quarter of 1997 and will charge earnings for the costs in
that  period.  The  Company  will also  evaluate  other  functions  and
locations  throughout the Company to determine if further restructuring
is   warranted.  These  further  actions  are  expected  to  result  in
additional second quarter charges.


Write-off of acquired research and development
     
      In  February  1997, the Company acquired all of  the  outstanding
capital  stock  of  Centerview,  a  privately  owned  corporation  that
provides  software  tools for application development.   The  aggregate
purchase price was approximately $8.7 million, which included cash plus
direct  costs  of acquisition.  For financial statement  purposes,  the
acquisition  has  been accounted for as a purchase  and,  based  on  an
independent  appraisal  of  all  the assets  acquired  and  liabilities
assumed,   the   purchase  price  was  allocated  to  the  specifically
identifiable   tangible  and  intangible  assets  acquired,   including
approximately  $7  million of purchased research and development  which
has  been  charged  to  operations in the period  the  acquisition  was
consummated - the first quarter of 1997.


Merger expenses

      In  the  first  quarter  of 1996, the  Company  had  expenses  of
approximately $5.9 million as a result of the acquisition of  Illustra,
which  was  accounted  for  as  a pooling  of  interests.  These  costs
consisted primarily of investment banking, legal and accounting fees.


Provision for Income Taxes

      The  Company recorded an income tax benefit for the quarter ended
March 30, 1997 at an effective rate of 13 percent versus an income  tax
provision  at  an  effective  rate of 37  percent  in  the  prior  year
comparable  quarter.  The effective rate used to record the income  tax
benefit  in  the current quarter is based on the Company's  anticipated
results  for  the year. The effective rate differs from  the  statutory
rate primarily due to certain foreign and domestic operating losses and
the  write-off  of goodwill and other long-term assets  which  are  not
expected  to  generate a current year tax benefit and the write-off  of
acquired  research   and development which is not  deductible  for  tax
purposes.  The effective  rate could change in future quarters based on
a  change  in  the  nature  of  the geographic  mix  of  the  Company's
anticipated results.


Impact of Inflation

      The  effect of inflation on the Company's financial position  has
not been significant.


Liquidity and Capital Resources

(in millions of dollars)                       First Quarter
                                             1997        1996
                                           --------    -------
Cash, cash equivalents, and investments    $ 127.2     $ 253.5
Working capital                              101.8       269.3
Cash provided by (used in) operating
  activities                                 (37.9)       11.1
Cash used for investment activities,
  excluding investments of excess cash       100.5        25.6
Cash provided by financing activities          0.7         5.5


      Net  cash used in operating activities was $37.9 million  in  the
first  quarter  of  1997  compared to net cash  provided  by  operating
activities of $11.1 million in the first quarter of 1996. Net cash used
by operating activities during the first quarter of 1997 reflects a net
loss of $140.1 million versus a net income of $15.9 million in the same
period  last  year partially offset by an increase in various  non-cash
charges  totaling  $77.4  million. The  increase  in  non-cash  charges
includes   a  write-off  of  $30.5  million  related  to  the  Japanese
operation,  higher  depreciation  of  $14.6  million,  an  increase  in
amortization of capitalized software of $16.6 million, which includes a
write-down  of  capitalized  software of  $14.7  million,  increase  in
provisions  for losses on accounts receivable of $8.7 million  and  the
write-off of acquired research and development costs for Centerview  of
$7.0  million. Additionally, the variance versus last year  reflects  a
decrease in accounts receivable, an increase in other current assets, a
decrease in accounts payable and accrued expenses compared to the  same
period last year.

      Net  accounts receivable decreased by $60.5 million in the  first
quarter  of  1997 as compared to the fourth quarter of 1996  reflecting
the  51  percent decline in revenues. Days sales outstanding  increased
from 84 days in December 1996 and from 82 days in the first quarter  of
1996  to  130  days  in  the  first quarter of  1997.  The  days  sales
outstanding ratio is dependent on many factors, including  the  mix  of
contract-based  revenue with significant OEMs and large  corporate  and
government   end-users  versus  revenue  recognized  on  shipments   to
application  vendors and distributors and the success of the  Company's
financing  programs as well as any extended terms granted. In  addition
to  the  Company granting extended payment terms in certain  instances,
the  Company  has  programs whereby third-party financing  institutions
provide  financing  for extended credit terms.  The  Company  at  times
enhances its cash position through certain financing activities related
to its accounts receivable.

       Excluding  investments  of  excess  cash,  net  cash  and   cash
equivalents used in investing activities increased in the first quarter
of  1997  compared with the same period in 1996 due to restricted  cash
for  a  security  deposit  on  the Santa Clara  property,  purchase  of
Centerview, and the purchase of capital equipment, partially offset  by
a  decrease in investment activity. In the first quarters of  1997  and
1996,   the   Company  acquired  $20.4  million  and   $15.8   million,
respectively,  of  capital equipment consisting primarily  of  computer
equipment,  computer  software and office equipment.  The  increase  of
capital equipment purchases in the first quarter of 1997 resulted  from
the  Company's  growing employee headcount and the  investment  in  new
equipment  as  well  as  new technology. In  the  future,  the  Company
anticipates the actual level of capital spending will be dependent on a
variety  of factors, including the Company's business requirements  and
general economic conditions.

      The  Company's  investments  in software  costs  were  previously
discussed under "Results of Operations."

      In  February  1997, the Company acquired all of  the  outstanding
capital  stock  of  Centerview,  a  privately  owned  corporation  that
provides  software  tools for application development.   The  aggregate
purchase price was approximately $8.7 million, which included cash plus
direct  costs  of acquisition.  For financial statement  purposes,  the
acquisition  has  been accounted for as a purchase  and,  based  on  an
independent  appraisal  of  all  the assets  acquired  and  liabilities
assumed,   the   purchase  price  was  allocated  to  the  specifically
identifiable  intangible  assets acquired, including  approximately  $7
million of purchased research and development which has been charged to
operations  in the period the acquisition was consummated -  the  first
quarter of 1997.

      Net cash and cash equivalents provided by financing activities in
the  first quarter of 1997 and 1996 consist primarily of  proceeds from
the  sale of the Company's common stock to employees, partially  offset
by payments on capital leases.

       Informix  will  continue  to  launch  a  series  of  Information
Superstores  worldwide  which demonstrate and  offer  the  most  recent
Informix  technology  advances. Along with the  core  Informix  product
line,  these locations have tools from leading third-party  tools   and
application vendors installed on a wide variety of hardware  platforms.
Initial  participants include Data General, Hewlett Packard, IBM,  NCR,
Pyramid,  Sequent,  Silicon Graphics, and Sun, among others.  Engineers
from  both the Informix Professional Services and the Informix Advanced
Technology  Group  are  working with prospects  and  customers  at  the
Superstores to create information technology  prototypes, such as pilot
Data  Warehouses, based on comprehensive, proven methodology. To  date,
the  Company  has spent approximately $70 million and has committed  to
spend  approximately an additional $55 million in  the  acquisition  of
capital equipment to support the launch of the Information Superstores.
The   Company  expects to satisfy up to $38.3 million of these  capital
commitments over the next two quarters.

     In January 1997, the Company entered into a two year lease ("the
Real Estate Lease") for twenty-seven acres of undeveloped commercial
real estate to construct new corporate headquarters in Santa Clara,
California. Upon termination of the lease term, the Company will have
the option to purchase the land, or if such purchase option is not
exercised, arrange for the sale of the parcels to an unrelated third
party. In the event the later option is exercised, the Company is
required to pay the lessor any difference between the net sales
proceeds and the lessor's investment in the parcels, approximately
$61.5 million. In order to secure performance of its obligation under
the lease, the Company was required to pledge certain cash collateral
to the lessor throughout the full term of the lease. Accordingly, in
January 1997, the Company deposited $61.5 million in cash into a non-
interest bearing collateral account controlled by an affiliate of the
lessor. This cash is reflected in long term assets on the balance
sheet.   Interest on these deposits computed at market rates, otherwise
due to the Company, have been assigned by the Company to the lessor in
order to reduce the gross monthly lease payments due under the lease.
The resulting net monthly lease payments will be recognized by the
Company as rent expense over the lease term. The real estate lease also
includes certain financial performance criteria which must be met by
the Company during the lease term. As of March 30, 1997, the Company is
in compliance with its financial covenants under this agreement. The
Company expects it will not be in compliance with these financial
covenants at the end of the second quarter and is currently in the
process of discussing the terms of the contract with the lessor. The
lease is fully cash collateralized and the Company has the right to
terminate the lease, on thirty days notice, by releasing the cash
collateral to the lessor in exchange for taking title to the land.

      The  Company's cash, cash equivalents and short term  investments
declined  in  the first quarter of 1997 from $261.0 million  to  $120.6
million. Part of this decline is attributable to the fact that in early
January  1997  the  Company placed $61.5 million  on  deposit  as  cash
collateral  with  Banque  Nationale de  Paris  (BNP)  as  part  of  the
synthetic lease transaction for approximately 27 acres of land in Santa
Clara, California. (That cash is shown on the balance sheet in the long
term assets section labeled "Restricted Cash"). The Company intends  to
raise additional working capital in order to fund the Company's desired
level  of  operations.   In addition to requiring  working  capital  to
offset  potential  future operating losses, the  Company  will  require
additional  working capital or lease financing to satisfy up  to  $38.3
million  of  capital  commitments over the next two  quarters  incurred
primarily  in  connection with the opening of Information  Superstores.
Potential  capital  sources include commercial banks  and  the  capital
markets.  The Company is also considering arranging for the refinancing
or  sale  of  the Santa Clara land and is pursuing lease  financing  of
certain  Superstore  equipment. While  the  Company  believes  it  will
acquire  the necessary financing, there can be no assurance  that  such
financing  will  be available. The Company's failure to  raise  working
capital  when  required  would have a material adverse  effect  on  the
Company's business, results of operations and financial condition.


Business Risks

      Recent  Financial Results. The Company reported  a  net  loss  of
$140.1  million,  or $0.93 per share, for the quarter ended  March  30,
1997,  as a result of a significant shortfall from anticipated revenue.
The  Company  experienced  sales weakness in  all  geographic  regions,
particularly in Europe. The Company's inability to close  a  number  of
large  transactions  at  the  end of the  quarter  contributed  to  the
decline. First quarter license revenue derived from resellers decreased
from $79.9 million in 1996 to $29.5 million in 1997.

      In addition, the Company recorded a $30.5 million one time write-
off  related to its Japanese operation and a $7.0 million write-off  of
acquired research and development. The Company expects to incur certain
restructuring charges in the second quarter of 1997 and if the  Company
does  not  return to profitability in subsequent quarters, the  Company
may  be  required to further restructure its operations.  Restructuring
may  include reductions in force, asset sales or write-offs  and  other
measures  designed  to  reduce  ongoing operating  expenses.  Any  such
restructuring  may cause the Company to incur additional charges  which
could have a material adverse effect on the Company's business, results
of operations and financial condition.

      The  Company's cash, cash equivalents and short term  investments
declined  in  the first quarter of 1997 from $261.0 million  to  $120.6
million. Part of this decline is attributable to the fact that in early
January  1997  the  Company placed $61.5 million  on  deposit  as  cash
collateral  with  Banque  Nationale de  Paris  (BNP)  as  part  of  the
synthetic lease transaction for approximately 27 acres of land in Santa
Clara, California. (That cash is shown on the balance sheet in the long
term assets section labeled "Restricted Cash"). The Company intends  to
raise additional working capital in order to fund the Company's desired
level  of  operations.   In addition to requiring  working  capital  to
offset  potential  future operating losses, the  Company  will  require
additional  working capital or lease financing to satisfy up  to  $38.3
million  of  capital  commitments over the next two  quarters  incurred
primarily  in  connection with the opening of Information  Superstores.
Potential  capital  sources include commercial banks  and  the  capital
markets.  The Company is also considering arranging for the refinancing
or  sale  of  the Santa Clara land and is pursuing lease  financing  of
certain  Superstore  equipment. While  the  Company  believes  it  will
acquire  the necessary financing, there can be no assurance  that  such
financing  will  be available. The Company's failure to  raise  working
capital  when  required  would have a material adverse  effect  on  the
Company's business, results of operations and financial condition.

     Fluctuations in Quarterly Results. The Company's operating results
can vary substantially from period to period. The timing and amount  of
the  Company's license revenues are subject to a number of factors that
make  estimation  of operating results prior to the end  of  a  quarter
extremely uncertain. The Company has operated historically with  little
or  no  backlog and, as a result, license revenues in any  quarter  are
dependent  on  contracts entered into or orders booked and  shipped  in
that quarter. The Company's operating margins have generally followed a
historic pattern, with second half revenues and operating margins being
higher  than  those of the preceding first half. The  Company  believes
that  this  pattern  has been primarily related to  customers'  capital
spending  cycles  at  the end of a calendar year  as  well  as  to  the
Company's  selling efforts, influenced by annual sales incentive  plans
which  culminate at the end of the calendar year, which is the  end  of
the  Company's  fiscal year. The Company's revenue generation  is  also
highly  dependent on the economic conditions. If the  economy  were  to
slow down, existing and potential customers might delay the purchase of
the  Company's  products, which would negatively affect  the  Company's
revenue. Additionally, as is common in the industry, a disproportionate
amount  of the Company's license revenues are derived from transactions
that  close  in the last few weeks of a quarter. The timing of  closing
large license agreements also increases the risks of quarter-to-quarter
fluctuations  and  the  uncertainty of estimating  quarterly  operating
results.  The Company's operating expenditures are guided by  projected
annual  and  quarterly  revenue levels and are  incurred  approximately
ratably throughout each quarter. As a result, if projected revenues are
not  realized in the expected period, as occurred in the first  quarter
of  1997,  the  Company's operating results for that  period  would  be
adversely  affected as the operating expenses are relatively  fixed  in
the short term.

       In  the  first  quarter  of  1997,  the  Company  experienced  a
significant  shortfall in anticipated revenue  as  a  result  of  sales
weakness in all geographic regions, particularly in Europe, and in  all
channels,  including end users and resellers.  The  shortfall  included
the failure by Company's to close a number of large transactions at the
end  of the quarter. This shortfall, along with certain charges, caused
the Company to incur a substantial loss for the quarter.

      During  1996,  the Company's sales and marketing strategy  became
increasingly  focused on sales through resellers, with sales  to  third
party   application  providers,  distributors  and  original  equipment
manufacturers accounting for approximately one half of the license  fee
revenue  of  the  Company in 1996. First quarter revenue  derived  from
resellers  decreased  from $79.9 million in 1996 to  $26.9  million  in
1997. At March 30, 1997, the Company estimates that almost half of  the
licenses  sold to resellers in 1996 and the first quarter of 1997  have
not  been  resold. These licenses were sold on an irrevocable and  non-
refundable basis and do not provide return rights. To the extent  these
resellers  are  unable to sell the Company's products  through  to  end
users, these resellers will not be able to commit to licensing the same
level  of products for resale in future periods that they committed  to
in  prior  periods. This would have an adverse effect on the  Company's
future revenues. There is no assurance that the Company's current sales
and marketing strategy emphasizing resellers will be successful.

      In  the latter half of 1996, the Company began making significant
capital   commitments  in  connection  with  the  opening  of   several
Information Superstores designed to provide customers with a  dedicated
environment  in  which  they can plan, prototype and  test  information
technology  investments using the expertise of Company specialists  and
partners.  Through the first quarter of 1997, these capital commitments
totaled  $125 million. If the Company's Information Superstore strategy
is not effective in increasing revenues, the Company may be required to
write  off a significant portion of these costs and take other  charges
associated  with its Superstores. Any such write-offs  or  charges  may
have  a  material adverse effect on the Company's business, results  of
operations and financial condition in the period taken.

      Volatility of Informix Stock Prices. The market for the Company's
common  stock  is highly volatile. The trading price of  the  Company's
common  stock  could  be subject to wide fluctuations  in  response  to
quarterly  variations in operating and financial results, announcements
of  technological  innovations or new products by the  Company  or  its
competitors,  changes in prices of the Company's  or  its  competitors'
products  and services, changes in product mix, change in the Company's
revenue  and  revenue growth rates for the Company as a  whole  or  for
individual  geographic  areas,  business  units,  products  or  product
categories, as well as other events or factors. Statements  or  changes
in  opinions, ratings, or earnings estimates made by brokerage firms or
industry  analysts  relating to the market in which  the  Company  does
business  or  relating to the Company specifically have  resulted,  and
could  in the future result, in an immediate and adverse effect on  the
market price of the Company's common stock.

       In  the  first  quarter  of  1997,  the  Company  experienced  a
significant  shortfall in anticipated revenue  as  a  result  of  sales
weakness  in  all  geographic  regions  and  channels.   The  shortfall
included  the  failure  by  the Company to  close  a  number  of  large
transactions  at  the  end of the quarter. This shortfall,  along  with
certain charges, caused the Company to incur a substantial loss for the
quarter.  The announcement of the revenue shortfall resulted in a sharp
decline  in  the  trading  price of the  Company's  common  stock.  The
Company's failure to achieve revenue, earnings and other operating  and
financial  results  as  forecasted or  anticipated  by  brokerage  firm
analysts  or industry analysts in the future could result in additional
declines in the market price of the Company's common stock.

      In  addition, the stock market has from time to time  experienced
extreme  price and volume fluctuations which have particularly affected
the  market price for the securities of many high technology  companies
and  which  often have been unrelated to the operating  performance  of
these  companies. These broad market fluctuations may adversely  affect
the market price of the Company's common stock.

     Personnel changes. The Company's future performance will depend to
a  significant  extent  on  its ability to attract  and  retain  highly
skilled   sales,   consulting,  technical,  marketing  and   management
personnel.  The  competition for employees  in  the  database  software
industry is intense, and the Company expects that such competition will
continue for the foreseeable future. From time to time the Company  has
experienced   difficulty  in  locating  candidates   with   appropriate
qualifications. The Company also believes stock options are a  critical
component  for motivating and retaining its key employees.  The  recent
decline  in  the  price of the Company's Common Stock  has  made  stock
options  previously  granted less valuable  to  the  Company's  current
employees  and has consequently made it more difficult for the  Company
to  retain its key employees. The failure of the Company to attract and
retain  key  personnel could have an adverse effect  on  the  Company's
business, results of operations, financial position and cash flows.

      Competition. The market for the Company's software  products  and
services  is  extremely  competitive. Some  of  the  Company's  current
competitors  have greater financial, technical and marketing  resources
than the Company.

      The industry movement to new operating systems, like Windows  NT,
access  to  data  through low-end desktop machines and access  to  data
through  the Internet may cause downward pressure on prices of database
and  related  products. If such downward pressure  on  prices  were  to
occur, margins would be adversely affected.

      New  or  enhanced  products  introduced  by  existing  or  future
competitors  could  also  have  an  adverse  effect  on  the  Company's
business,  results of operations and financial condition. Existing  and
future  competition  or  changes in the Company's  product  or  service
pricing  structure or product or service offerings could result  in  an
immediate  reduction  in  the  prices  of  the  Company's  products  or
services. If significant price reductions in the Company's products  or
services were to occur and not be offset by increases in sales  volume,
the  Company's business, results of operations and financial  condition
would be adversely affected. There can be no assurance that the Company
will continue to compete successfully with its existing competitors  or
will be able to compete successfully with new competitors.

      Technological  Change  and  New  Products.  The  market  for  the
Company's  products and services is characterized by  rapidly  changing
technology  and  frequent  new  product  introductions.  The  Company's
success  will depend upon its ability to enhance its existing  products
and to introduce new products on a timely and cost-effective basis that
meet dynamic customer requirements. There can be no assurance that  the
Company will be successful in developing new products or enhancing  its
existing  products or that such new or enhanced products  will  receive
market acceptance or be delivered timely to the market.

      Beginning with the Company's acquisition of Illustra in  February
1996,  the  Company's marketing strategy increasingly  focused  on  the
introduction, development and release of INFORMIX-Universal Server. The
Company  believed that extensive promotion of Universal Server and  the
Company's  technology  vision would drive sales  of  both  its  current
INFORMIX-OnLine  database  server  products,  as  well  as  the   newer
Universal  Server  product. In the first quarter of 1997,  the  Company
experienced a substantial shortfall in anticipated license fee  revenue
from  its database server products which the Company attributes in part
to  a lack of focus on the marketing of its OnLine server products.  In
future  quarters,  the  Company intends to increase  marketing  efforts
associated with OnLine server products. While the Company continues  to
believe  Universal  Server will be successful in  the  marketplace  and
ultimately  replace OnLine server products, there can be  no  assurance
that market acceptance of Universal Server will occur in the time frame
envisioned by the Company or at all.

      The  Company has experienced product delays in the past  and  may
experience  delays in the future. Delays in the scheduled  availability
or a lack of market acceptance of its products or failure to accurately
anticipate  customer demand and meet customer performance  requirements
have had and in the future could have a material adverse effect on  the
Company's  business, results of operations and financial condition.  In
addition,  products  as complex as those offered  by  the  Company  may
contain  undetected  errors or bugs when first  introduced  or  as  new
versions are released. There can be no assurance that, despite testing,
new  products  or  new versions of existing products will  not  contain
undetected  errors  or  bugs  that  will  delay  the  introduction   or
commercial acceptance of such products. A key factor in determining the
success of the Company will continue to be the ability of the Company's
products  to  interoperate and perform well with  existing  and  future
leading, industry-standard application software products intended to be
used in connection with relational database management systems. Failure
to   meet   existing   or  future  interoperability   and   performance
requirements of certain independent vendors marketing such applications
in  a timely manner could adversely affect the market for the Company's
products. Commercial acceptance of the Company's products and  services
could also be adversely affected by critical or negative statements  or
reports  by  brokerage  firms,  industry  and  financial  analysts  and
industry periodicals concerning the Company, its products, business  or
competitors  or by the advertising or marketing efforts of competitors,
or other factors that could affect consumer perception.

      International Operations. Approximately 48% of the Company's  net
revenues  were  derived  from its international operations  during  the
quarter  ended  March 30, 1997. The Company's operations and  financial
results  could  be  significantly affected by factors  associated  with
international  operations such as changes in foreign currency  exchange
rates and uncertainties relative to regional economic circumstances, as
well  as by other factors associated with international activities.  In
the  first  quarter  of  1997, the Company  experienced  a  significant
decline   from  anticipated  revenue  derived  from  its  international
operations.   This  decrease occurred primarily in Europe  where  sales
decreased 57 percent versus the prior year quarter. In addition to  the
factors causing worldwide sales declines discussed in "Revenues" above,
the  decrease in Europe was partially due to changing sales  management
during  the  quarter and the failure to close a number of  large  sales
contracts.

      Most  of  the  Company's international revenue and  expenses  are
denominated  in  local  currencies. Although  the  Company  takes  into
account  changes  in exchange rates over time in its pricing  strategy,
the  Company's business, results of operations and financial  condition
could  be materially and adversely affected by fluctuations in  foreign
currency exchange rates.

      Integration  of  Acquired Companies.  The Company  has  completed
several  acquisitions  during the last two  years,  including  Stanford
Technology  Group,  Illustra and Centerview in the United  States.  The
Company   may  acquire  other  distributors,  companies,  products   or
technologies  in  the  future. There can be  no  assurance  that  these
acquisitions can be effectively integrated, that such acquisitions will
not  result  in costs and liabilities that could adversely  affect  the
Company's  results of operations and financial condition, or  that  the
Company  will  obtain  the  anticipated or  desired  benefits  of  such
acquisitions.

      Litigation. Following the Company's announcement on April 1, 1997
of its preliminary results for the first quarter ending March 30, 1997,
several  class  action  lawsuits were filed  against  the  Company  and
certain  of  its  current and former executive  officers  in  the  U.S.
District  Court, Northern District of California.  The  complaints  are
similar  and  allege violations of federal and state  securities  laws.
Management believes that the claims made in the lawsuits are  meritless
and  intends  to  vigorously defend these suits.   In  the  opinion  of
Management,  resolution of this litigation is not expected  to  have  a
material  adverse  effect  on the financial position  of  the  Company.
However, although no estimate of any outcome can currently be made,  an
unfavorable  resolution  of  this matter could  materially  affect  the
Company's  future results of operations or cash flows in the period  of
resolution.

      The  Company  is  also  a  party to various  legal  disputes  and
proceedings arising from the ordinary course of business.  Although  no
estimate   of  any  outcome  can  currently  be  made,  an  unfavorable
resolution  of  these  matters could materially  affect  the  Company's
future results of operations or cash flows in the period of resolution.


PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A)     Exhibits

     Exhibit 11.1 - Statement Regarding Computation of Net Income
                    (Loss) Per Share

     Exhibit 27 -   Financial Data Schedule.

B)     Reports on Form 8-K.

     The Company filed a Report on Form 8-K on April 2, 1997 related to
the release of the preliminary results for the quarter ending March 30,
1997.


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.


INFORMIX CORPORATION






Dated: May 13, 1997                 /s/ Phillip E. White
                                    ----------------------------
                                     Phillip E. White
                                     Chairman, President,  and
                                       Chief Executive Officer

                                    /s/ Karen Blasing
                                    ----------------------------
                                     Karen Blasing
                                     Corporate Controller and
                                       Chief Accounting Officer









                             EXHIBIT INDEX


Exhibit Number     Exhibit Title                               Page


11.1                 Statement re Computation of Net Income
                (Loss) per Share                                 22

27              Financial Data Schedule                          23



                    INFORMIX CORPORATION


                       EXHIBIT 11.1

    STATEMENT REGARDING COMPUTATION OF NET INCOME (LOSS)
                       PER SHARE

            (in thousands, except per-share data)



                                     FOR THE PERIODS ENDED
                                     ----------------------
                                     MARCH 30,     MARCH 31,
                                       1997          1996
                                     ----------  ----------
                                                    (Note)

Net income (loss)                    $(140,107)  $  15,891


Weighted average outstanding
  shares                               151,049     148,289

Net effect of outstanding options            -       7,499
                                     ----------  ----------
Weighted average common and common
  equivalent shares outstanding        151 049     155,788
                                     ==========  ==========

Net income (loss) per share          $   (0.93)  $    0.10
                                     ==========  ==========


Fully diluted computation not presented since such amounts
differ by less than 3 percent of the net income per share
amounts shown above.



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from the
financial statements contained in the Company's Form 10-Q
for the period
ended March 30, 1997 and is qualified in its entirety by
reference to such
financial statements.
</LEGEND>
<CIK> 0000799089
<NAME> INFORMIX CORPORATION
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-30-1997
<CASH>                                          85,291
<SECURITIES>                                    41,919
<RECEIVABLES>                                  219,614
<ALLOWANCES>                                    25,996
<INVENTORY>                                      3,285
<CURRENT-ASSETS>                               364,475
<PP&E>                                         308,455
<DEPRECIATION>                                 132,960
<TOTAL-ASSETS>                                 719,661
<CURRENT-LIABILITIES>                          262,635
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         1,512
<OTHER-SE>                                     420,736
<TOTAL-LIABILITY-AND-EQUITY>                   719,661
<SALES>                                         71,676
<TOTAL-REVENUES>                               133,664
<CGS>                                           29,327
<TOTAL-COSTS>                                   70,479
<OTHER-EXPENSES>                               227,547
<LOSS-PROVISION>                                11,006
<INTEREST-EXPENSE>                                 725
<INCOME-PRETAX>                              (161,042)
<INCOME-TAX>                                  (20,935)
<INCOME-CONTINUING>                          (140,107)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (140,107)
<EPS-PRIMARY>                                   (0.93)
<EPS-DILUTED>                                   (0.93)
        


</TABLE>


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