INFORMIX CORP, DEF 14A, 1997-04-15

INFORMIX CORP
DEF 14A, 1997-04-15
PREPACKAGED SOFTWARE

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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a - 101)

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant X
Filed by a party other than the registrant ___
Check the appropriate box:
___ Preliminary proxy statement
X Definitive proxy statement
___ Definitive additional materials
___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
___ Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))

INFORMIX CORPORATION
(Name of Registrant as Specified in Its Charter)

INFORMIX CORPORATION
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

X No fee required.

___ Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which
transaction applies:

(2) Aggregate number of securities to which
transactions applies:

(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and
state how it was determined.):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule of registration statement no.:

(3) Filing party:

(4) Date filed:
____________

<PAGE>

INFORMIX(R)

April 14, 1997

Dear Stockholder:

It is with great pleasure that the Board of Directors
invites you to attend the Annual Meeting of Stockholders of
Informix Corporation (the "Corporation") to be held at 5:00
p.m. local time on Thursday, May 22, 1997 at the Corporation's
headquarters located at 4100 Bohannon Drive, Menlo Park, California.

All stockholders are cordially invited to attend the
Annual Meeting in person. However, whether you plan to
attend the meeting or not, the Board urges you to complete,
sign, date and return the enclosed proxy card in the
enclosed postage-paid envelope in order that as many shares
as possible may be represented at the meeting.

At the Annual Meeting, the stockholders will consider
proposals to: (i) elect one Class I director to a three-year
term; (ii) approve the implementation of the 1997
Employee Stock Purchase Plan and the reservation of
4,000,000 shares for issuance thereunder; (iii) approve an
amendment to the 1994 Stock Option and Award Plan to
increase the number of shares reserved for issuance
under the plan by 8,000,000 shares; and (iv) ratify the
appointment of Ernst & Young LLP as the Corporation's
independent auditors. Following the Annual Meeting,
the management of the Corporation will report on the
Corporation's financial and operating performance.

The Notice of Annual Meeting and Proxy Statement
accompanying this letter describe the business to be
transacted at the meeting.

The vote of every stockholder is important, and your
cooperation in promptly returning your executed proxy will
be appreciated. A proxy may be revoked prior to the meeting
and will not affect your right to vote in person in the
event that you decide to attend the meeting.

Sincerely,

Phillip E. White
Chairman of the Board

<PAGE>

INFORMIX

NOTICE OF 1997 ANNUAL MEETING

To the Stockholders:

Please take notice that the Annual Meeting of the
Stockholders of Informix Corporation, a Delaware corporation
(the "Corporation"), will be held on Thursday, May 22, 1997,
at 5:00 p.m., local time, at the Corporation's headquarters, located at
4100 Bohannon Drive, Menlo Park, California, for the following purposes:

1. To elect one Class I director to serve for a three-year
term.

2. To vote upon a proposal to approve the implementation of
the 1997 Employee Stock Purchase Plan and the reservation of 4,000,000
shares for issuance thereunder.

3. To vote upon a proposal to approve an amendment to the
1994 Stock Option and Award Plan to increase the number of shares
reserved for issuance under the plan by 8,000,000 shares.

4. To vote upon a proposal to ratify the appointment of
Ernst & Young LLP as the Corporation's independent auditors for the 1997
fiscal year.

5. To transact such other business as may properly come
before the meeting.

Stockholders of record at the close of business on March 28, 1997
are entitled to notice of, and to vote at, this meeting and any
adjournments thereof.

By Order of the Board of Directors,

David H. Stanley, Secretary

Menlo Park, California
April 14, 1997

IMPORTANT: PLEASE COMPLETE, DATE, SIGN AND PROMPTLY
MAIL THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE
PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED
AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE
IN PERSON IF YOU WISH TO DO SO EVEN THOUGH YOU HAVE
SENT IN YOUR PROXY.

<PAGE>

INFORMIX
4100 BOHANNON DRIVE
MENLO PARK, CALIFORNIA 94025
(415) 926-6300

PROXY STATEMENT

This Proxy Statement is furnished in connection with
the solicitation of proxies by the Board of Directors of
Informix Corporation ("Informix" or the "Corporation") for
the Annual Meeting of Stockholders of the Corporation to be
held on May 22, 1997 at the Corporation's headquarters located
at 4100 Bohannon Drive, Menlo Park, California (the "Annual
Meeting").

PROXY SOLICITATION

This solicitation of proxies is made on behalf of the
Informix Board of Directors.

In addition to soliciting stockholders by mail, the
Corporation will request banks, brokerage houses and other
custodians, nominees and fiduciaries to forward solicitation
materials to the beneficial owners of the stock held of
record by such persons and the Corporation will reimburse
them for their reasonable out-of-pocket expenses incurred in
doing so. The Corporation may use the services of its
officers, directors and others, including professional proxy
solicitors, to solicit proxies, personally or by telephone.
The cost of soliciting proxies will be borne by the
Corporation. The Corporation has retained Corporate Investor
Communications, professional proxy solicitors, to assist in the
soliciting of proxies. Employees of the soliciting firm may
solicit proxies personally, by telephone and facsimile and
by any other means of communication. The Corporation
expects to pay the solicitor a fee of approximately $7,000
plus normal out-of-pocket expenses for its assistance in
preparing soliciting material and soliciting proxies.

The date of this Proxy Statement is April 14, 1997, the
approximate date on which the Proxy Statement and form of
proxy were first sent or given to stockholders. The Annual
Report to Stockholders for the fiscal year ended December 31,
1996, including financial statements, is included with this
Proxy Statement.

On March 28, 1997, the record date for the Annual
Meeting, the Corporation had outstanding 151,214,093
shares of Common Stock, all of which are entitled to vote on all
matters to be acted upon at the Annual Meeting. Each
stockholder is entitled to one vote for each share of stock
held by him or her.

Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it is
exercised by filing with the Secretary of the Corporation an
instrument revoking it, by presenting at the Annual Meeting
a duly executed proxy bearing a later date or by attending
the Annual Meeting and voting in person.

ELECTION OF DIRECTORS
(ITEM A ON PROXY CARD)

Informix has a five member Board of Directors.
Directors are elected for three-year terms, and are divided
into three classes, with directors of one class elected at
each Annual Meeting of Stockholders. At the 1997 Annual
Meeting, one director in Class I is to be elected to a term
expiring at the 2000 Annual Meeting, or until his successor
is duly elected and qualified. Directors in Class II (Messrs. Koch
and McDonnell) and Class III (Messrs. Knorp and White) have
been elected to terms expiring at the Annual Meetings in 1998
and 1999, respectively, or until their successors are duly elected
and qualified.

The Corporation's nominee for Class I director is
Cyril J. Yansouni. Mr. Yansouni is a Class I member of the
present Board. The proxy holders intend to vote each
proxy received by them for the election of the named nominee
unless otherwise instructed on the proxy card. The Corporation is not
aware of any circumstances why the nominee will be unable or will
decline to serve as a director. In the event that a nominee for
director shall become unavailable or unable to serve, it is intended
that votes under the proxies will be cast for such substitute nominee
as may be nominated by the Board.

If a quorum is present or represented and voting, the
affirmative vote of the holders of a plurality of the shares
of Common Stock present or represented at the Annual Meeting
is required to elect the director. Abstentions and shares
held by brokers that are present, but not voted because the
brokers were prohibited from exercising discretionary
authority, i.e., "broker non-votes," will be counted as
present for purposes of determining if a quorum is present,
but will have no effect on the vote.

THE INFORMIX BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR THE ELECTION OF MR. YANSOUNI
AS A CLASS I DIRECTOR OF INFORMIX.

The following table sets forth the name and age of each
director, including the continuing directors and the nominee
for director, and the year during which each individual
began serving as a director of the Corporation.

Served as Director
of the Corporation
Age From
<S> <C> <C>
Class I Director
Cyril J. Yansouni 54 1991
Class II Directors
James L. Koch 53 1991
Thomas A. McDonnell 51 1988
Class III Directors
Albert F. Knorp, Jr. 61 1984
Phillip E. White 54 1989

</TABLE>
Set forth below are biographical summaries of the
incumbent directors and the nominee, including descriptions
of their principal occupations:

Albert F. Knorp, Jr. has served as Assistant Secretary of
Informix since 1985. Mr. Knorp has been of counsel to the law
firm of Gray Cary Ware & Freidenrich since November 1994. He had
previously been a partner in the law firm of Lewis, Knorp, Walsh &
Kavalaris since its formation in November 1990. Mr. Knorp serves as
Chairman of the Nominating Committee and as a member of the Audit Committee.

James L. Koch has been the Director of the Center for Science,
Technology and Society at Santa Clara University since February 1997 and
Professor of Management and Corporate Strategy at Santa Clara University
since July 1990. Mr. Koch served as Dean of the Leavey School of
Business & Administration at Santa Clara University from July 1990 to
July 1996. Mr. Koch serves as a member of the Audit and Compensation
Committees.

Thomas A. McDonnell became a director of Informix in February 1988.
He has served as Chief Executive Officer of DST Systems, Inc. ("DST"), a
transfer agent for mutual funds, stocks and bonds, since October 1984
and as a director of DST since 1971. He has served as President of DST
from 1973 until October 1984 and from March 1987 to the present, and was
its Treasurer from 1973 to September 1995. Mr. McDonnell was Executive
Vice President of Kansas City Southern Industries, Inc. ("KCSI"), a
holding company and the former parent of DST, from August 1983 to
November 1995 and was a director of KCSI from August 1983 to November
1995. Mr. McDonnell is also director of BHA Group, Inc., a manufacturer
of pollution control devices, Cerner Corporation, a provider of software
and technology to the healthcare industry, Computer Sciences
Corporation, an information technology company, Euronet Services, Inc.,
an operator of automatic teller machines, Janus Capital Corporation, a
registered investment advisor, and Nellcor-Puritan-Bennett Corporation,
a medical device company. Mr. McDonnell serves as Chairman of the Audit
Committee and as a member of the Compensation Committee and the
Nominating Committee.

Phillip E. White has been Informix's Chief Executive Officer
and a director since January 1989. He has held the additional office of
President since August 1990 and of Chairman since December 1992. Mr.
White also serves as a director of Adaptec, Inc., a computer
input/output technology company, and of Legato Systems, a manufacturer
and developer of network storage management software products.

Cyril J. Yansouni has been the Chief Executive Officer and Chairman
of Read-Rite Corporation, a manufacturer of thin film magnetic recording
heads, since March 1991. Mr. Yansouni is also a director of PeopleSoft,
Inc., a software company, and Raychem Corporation, an international
manufacturer and marketer of products for electronics, industrial and
telecommunications applications. Mr. Yansouni serves as Chairman of the
Compensation Committee and as a member of the Audit Committee.

There is no family relationship between any director or
executive officer of the Corporation.

During 1996, the Board of Directors of the Corporation
held a total of five meetings. No director attended fewer
than 75% of the meetings of the Board of Directors and the
committees of the Board on which such director served.

The Board of Directors has an Audit Committee, a
Compensation Committee and a Nominating Committee.

The Audit Committee recommends the appointment of
independent auditors to the Board, reviews the results of
the audit of the Corporation's financial statements by
the independent auditors, reviews with management and with
the independent auditors the annual financial statements and
independent auditors' report, approves professional services
performed by the independent auditors and related fees, and
periodically reviews the Corporation's accounting policies
and internal accounting and financial controls. The members
of the Audit Committee are Messrs. Knorp, Koch, McDonnell and
Yansouni. During 1996, the Audit Committee met four times.

The Compensation Committee reviews and recommends
salaries for the Chief Executive Officer, other officers and
key employees. The Compensation Committee also serves as
the committee which administers the Corporation's 1986 Stock
Option Plan, 1992 Equity Incentive Plan and 1994 Stock Option
and Award Plan and in this capacity approves employee stock
option grants and awards. The members of the Compensation
Committee are Messrs. Koch, McDonnell and Yansouni.
During 1996, the Compensation Committee met six times.

The Nominating Committee identifies and recommends to
the Board of Directors prospective candidates to be
considered as nominees for election to the Board. The
members of the Nominating Committee are Messrs. Knorp and
McDonnell. The Nominating Committee held two meetings
during 1996, for the purpose of nominating Mr. Yansouni for
re-election to the Corporation's Board of Directors. The
Nominating Committee will consider the names
and qualifications of candidates for the Board submitted by
stockholders in accordance with the procedures set forth in
"Stockholder Proposals to be Presented at the Next Annual
Meeting" below and in the Bylaws of the Corporation.

SECTION 16(a) BENEFICAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934,
as amended, requires the Corporation's executive officers,
directors and persons who beneficially own more than 10% of
a registered class of the Corporation's equity securities to
file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Corporation.
Such executive officers, directors and greater than 10%
beneficial owners are required by SEC regulation to
furnish the Corporation with copies of all Section 16(a)
forms filed by such reporting persons.

Based solely on the Corporation's review of such forms
furnished to the Corporation and written representations
from certain reporting persons, the Corporation believes
that all filing requirements applicable to the Corporation's
executive officers, directors and greater than 10%
beneficial owners were complied with.

COMPENSATION OF DIRECTORS

For the fiscal year ended December 31, 1996, the
Corporation paid all outside directors as follows: $1,000
for each Board meeting attended; $500 for each meeting of
the Audit and Compensation Committees attended; and $2,000
per quarter. For the fiscal year ending December 31, 1997,
the outside directors will continue to receive the same
compensation as they received in 1996. The Corporation
reimburses directors for travel expenses associated with
attending board meetings. From time to time, the Corporation
may invite the directors' spouses to accompany the directors
to a board meeting. When invited, the Corporation also pays the
travel expenses incurred by the spouses. In 1996, these spousal
travel expenses were less than $10,000 per director. In addition,
the outside directors receive options to acquire shares of the
Corporation's Common Stock under the Informix 1989 Outside
Directors Stock Option Plan (see the "Outside Directors
Stock Option Plan"). Employee directors did not in 1996,
and will not in 1997, receive any additional compensation
for serving as a director.

OUTSIDE DIRECTORS STOCK OPTION PLAN

At the 1990 Annual Meeting of Stockholders, the
stockholders approved the adoption of the Informix 1989
Outside Directors Stock Option Plan (the "Directors Option
Plan"). Only directors who are not employees of the
Corporation or any parent or subsidiary corporations of the
Corporation are eligible to be granted options under the
Directors Option Plan. The Directors Option Plan is
administered by a committee appointed by the Board of
Directors of the Corporation, which currently is all of the
members of the Board. Options for 15,000 shares of stock
are granted automatically upon election or re-election to
the Board of Directors.

Options granted under the Directors Option Plan are
evidenced by written agreements specifying the number of
shares of stock covered thereby and the option price, which
price shall be the fair market value of the shares as of the
date of grant of the option. No option may be exercised
after the expiration of ten years from the date the option
is granted. All options must be granted, if at all, no
later than May 2009. A total of 1,600,000 shares of Common
Stock of the Corporation (subject to adjustment in the
event of certain changes in the capital structure of the
Corporation) may be issued under the Directors Option Plan.

In 1996, Mr. Knorp was granted an option for 15,000 shares
upon re-election to the Board which vests pro-rata over a three
year period from the date of grant. Assuming Mr. Yansouni is
re-elected to the Board at the 1997 Annual Meeting, he will be
granted an option for 15,000 shares which will vest pro-rata over
a three year period from the date of the grant. Options issued
to terminated directors lapse 30 days after termination as a
director and unexercised shares subject to those options are
returned to the share reserve and become available for future
stock option grants.

Options may be exercised by payment of the option price
in cash, check or cash equivalent. All options granted under
the Directors Option Plan shall be nonqualified stock options,
that is options which do not meet the requirements of Section
422 of the Internal Revenue Code of 1986, as amended. Options
are non-assignable and non-transferable and may be exercised
only by the optionee. In the event of a transfer of control
or the dissolution of the Corporation, the director shall have
30 days within which to exercise the options to the extent of
all or any part of the shares subject to such options.

The Board may terminate or amend the Directors Option
Plan at any time, but without the approval of stockholders,
the Board may not amend the Directors Option Plan to
increase the number of shares subject thereto or to change
the class of persons eligible to receive options thereunder.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table contains information regarding the
ownership of the Common Stock of the Corporation as of
March 28, 1997, by all persons who, to the knowledge
of the Corporation, were the beneficial owners of 5% or
more of the outstanding shares of Common Stock of the
Corporation, each director and director nominee of the
Corporation, each of the executive officers named in
the Summary Compensation Table below, and all
current directors and executive officers of the Corporation
as a group:

APPROXIMATE
AMOUNT AND NATURE PERCENT OF COMMON
NAME BENEFICIAL OWNERSHIP (1) STOCK OUTSTANDING
<S> <C> <C>
5% Stockholders
The Equitable Companies
Incorporated (2) 13,192,382 8.7%

Directors and Executive Officers
Ronald M. Alvarez (3) 53,750 *
D. Kenneth Coulter (4) 292,071 *
Howard H. Graham (5) 45,098 *
Albert F. Knorp, Jr. (6) 147,880 *
James L. Koch (7) 84,000 *
Thomas A. McDonnell (8) 130,000 *
Mike Saranga (9) 226,760 *
Phillip E. White (10) 1,307,012 *
Edwin C. Winder (11) 310,680 *
Cyril J. Yansouni (12) 40,000 *

All current directors and executive
officers as a group (19 persons) (13) 4,533,216 3.0%
</TABLE>
_______________

* Represents less than 1% of the outstanding shares.

(1) Except as set forth below, to the Corporation's knowledge,
the persons named in the table under "Directors and
Executive Officers" have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially
owned by them, subject to community property laws where
applicable.

(2) This information is based solely on the Schedule 13G dated
February 13, 1997 which was filed with the Securities and Exchange
Commission by The Equitable Companies Incorporated which states that
these shares were beneficially owned by subsidiaries of The
Equitable Companies Incorporated as of December 31, 1996.

(3) Includes 53,750 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(4) Includes 283,750 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(5) Includes 40,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(6) Includes 25,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.
Also includes 99,740 shares held by Seaport Ventures, LP, a
limited partnership, of which Mr. Knorp and his spouse are both
general partners and limited partners.

(7) Includes 82,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(8) Includes 85,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(9) Includes 225,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(10) Includes 1,295,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(11) Includes 297,500 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(12) Includes 40,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(13) Includes 3,427,250 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

APPROVAL OF THE IMPLEMENTATION OF THE 1997 EMPLOYEE
STOCK PURCHASE PLAN AND THE RESERVATION OF
4,000,000 SHARES FOR ISSUANCE THEREUNDER.
(ITEM B ON PROXY CARD)

The Corporation has adopted the new 1997 Employee Stock
Purchase Plan (the "Purchase Plan") and reserved 4,000,000
shares of the Corporation's Common Stock thereunder, subject
to the approval of the Corporation's stockholders. Assuming
approval of the Purchase Plan at the Annual Meeting, the
Purchase Plan will replace the Corporation's existing 1987
Employee Stock Purchase Plan, which expires on July 1, 1997.

The purpose of the Purchase Plan is to promote the
success and enhance the value of the Corporation, by
providing eligible employees of the Corporation and its
participating subsidiaries with the opportunity to purchase
shares of Common Stock of the Corporation through payroll
deductions. The Corporation also believes that the Purchase
Plan is necessary to assist the Corporation in attracting and
retaining employees of outstanding competence in the highly
competitive labor markets in which the Corporation competes.
The Purchase Plan is intended to qualify as an employee stock
purchase plan under Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code").

The affirmative vote of the holders of a majority of the
shares of Common Stock present or represented and entitled to
vote at the Annual Meeting will be required to approve the
implementation of the 1997 Employee Stock Purchase Plan and
the reservation of 4,000,000 shares of the Corporation's
Common Stock for issuance thereunder. Abstentions and broker
non-votes will be counted as present for purposes of
determining the presence or absence of a quorum. While
abstentions will be counted as votes against this proposal,
broker non-votes will not be treated as entitled to vote on
this proposal, and accordingly, will not be counted when
determining whether or not this proposal has been approved.

THE INFORMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" APPROVAL OF THE IMPLEMENTATION OF THE 1997
EMPLOYEE STOCK PURCHASE PLAN AND THE RESERVATION OF 4,000,000
SHARES FOR ISSUANCE THEREUNDER.

General

The Purchase Plan is administrated by a committee of the
Board of Directors consisting of not less than two directors
(the "Committee"). The members of the Committee shall be
appointed from time to time by, and shall serve at the
pleasure of, the Board of Directors. At present, the Committee is
made up of the members of the Corporation's Compensation
Committee.

Subject to the terms of the Purchase Plan, the Committee
has all discretion and authority necessary or appropriate to
control and manage the operation and administration of the
Purchase Plan, including the power to designate the
subsidiaries of the Corporation which will be permitted to
participate in the Purchase Plan. As permitted by
Section 423 of the Code, the Committee also may establish a
waiting period (not to exceed two years) before new employees
may become eligible for the Purchase Plan or exclude certain
classes of employees (for example, officers) from
participating in the Purchase Plan. The Committee may make
whatever rules, interpretations, and computations, and take
any other actions to administer the Purchase Plan that it
considers appropriate to promote the Corporation's best
interests, and to ensure that the Purchase Plan remains
qualified under Section 423 of the Code. The Committee may
delegate one or more of its functions to any one of its
members or to any other person. The Corporation's Board of
Directors, in its sole discretion, may amend or terminate the
Purchase Plan at any time and for any reason.

Stock Subject to the Purchase Plan

A maximum of 4,000,000 shares of Common Stock are
available for issuance under the Purchase Plan. Shares sold
under the Purchase Plan may be newly issued shares or
treasury shares. In the event of any stock split or other
change in the capital structure of the Corporation, the
Committee will make such adjustments, if any, as it deems
appropriate in the number, kind and purchase price of the
shares available for purchase under the Purchase Plan.

Eligibility

Most employees of the Corporation and its participating
subsidiaries are eligible to elect to participate in the
Purchase Plan. However, an employee is not eligible if he or
she (i) normally is scheduled to work less than or equal to
20 hours per week or five months during a calendar year or
(ii) has the right to acquire 5% or more of the voting stock
of the Corporation or of any subsidiary of the Corporation.
No employees currently are participating in the Purchase
Plan, pending approval of the Purchase Plan by stockholders.
Approximately 1,790 employees participated in the
Corporation's employee stock purchase plan which expires this
year. Assuming that the Purchase Plan is approved at the
Annual Meeting, it is expected that eligible employees will
be offered the opportunity to join the Purchase Plan
effective July 1, 1997.

Enrollment and Contributions

Eligible employees voluntarily elect whether or not to
enroll in the Purchase Plan. Employees join for an
enrollment period of three months. Employees who have joined
the Purchase Plan automatically are re-enrolled for
additional rolling three-month periods; provided, however,
that an employee may cancel his or her enrollment at any time
(subject to Purchase Plan rules). The Committee is
authorized to change the duration of future enrollment
periods, but no enrollment period may be longer than 12
months. Employees contribute to the Purchase Plan through
payroll deductions. Participating employees generally may
contribute up to 15% of their eligible compensation through
after-tax payroll deductions. The Committee may, from time
to time establish a lower maximum permitted contribution
percentage or change the definition of eligible compensation.
The Committee currently intends to set this maximum at 10% of
eligible compensation. After an enrollment period has begun,
an employee may not increase or decrease his or her
contribution, but the employee may withdraw from the Purchase
Plan as described below.

Purchase of Shares

On the last day of each enrollment period, each
participating employee's payroll deductions are used to
purchase shares of Common Stock for the employee. The price
of the shares purchased will be 85% of the lower of (i) the
stock's market value on the first business day of the
enrollment period, or (2) the stock's market value on the
last business day of the enrollment period. Market value
under the Purchase Plan means the closing price of the Common
Stock on the NASDAQ/National Market for the day in question.
The Committee is permitted to specify a maximum number of
shares which may be purchased by any employee. The Committee
currently intends to set this maximum at 500 shares per
calendar quarter. Also, as required by Section 423 of the
Code, no employee may purchase more than $25,000 of stock
during any year.

Termination of Participation

Participation in the Purchase Plan terminates when a
participating employee's employment with the Corporation
ceases for any reason, the employee withdraws from the
Purchase Plan, or the Purchase Plan is terminated or amended
such that the employee no longer is eligible to participate.

Tax Information

Based on management's understanding of current federal
income tax laws, the tax consequences of the purchase of
shares of common stock under the Purchase Plan are as
follows.

A participating employee will not have taxable income
when the shares of common stock are purchased for him or her,
but the employee generally will have taxable income when the
employee sells or otherwise disposes of stock purchased
through the Purchase Plan.

For shares which are disposed of more than 24 months
after the enrollment date for the enrollment period under
which the shares were purchased (the "24-month holding
period"), gain up to the amount of the discount (if any) from
the market price of the stock on the enrollment date is taxed
as ordinary income. Any additional gain above that amount is
taxed at long-term capital gain rates. If, after the
24-month holding period, the employee sells the stock for
less than the purchase price, the difference is a long-term
capital loss. Shares sold within the 24-month holding period
are taxed at ordinary income rates on the amount of discount
received from the stock's market price on the purchase date.
Any additional gain (or loss) is taxed to the employee as
long-term or short-term capital gain (or loss). The purchase
date begins the holding period for determining whether the
gain (or loss) is short-term or long-term.

The Corporation will receive a deduction for federal
income tax purposes for the ordinary income an employee must
recognize when he or she disposes of stock purchased under
the Purchase Plan within the 24-month holding period. The
Corporation will not receive such a deduction for shares
disposed of after the 24-month holding period.

The foregoing summary of the effect of federal income
taxation upon the participating employee and the Corporation with
respect to the purchase of shares under the Purchase Plan
does not purport to be complete, and reference should be
made to the applicable provisions of the Code. In addition,
this summary does not discuss the provisions of the income
tax laws of any municipality, state or foreign country in
which the participant may reside.

Number of Shares Purchased by Certain Individuals and Groups

As described above, no employees currently are
participating in the Purchase Plan. Accordingly, and because
participation in the Purchase Plan is voluntary on the part
of employees, the actual number of shares to be purchased by
any individual is not determinable.

For each of the executive officers named in the Summary
Compensation Table and the various indicated groups, the
following table sets forth (i) the aggregate number of shares
of the Corporation's Common Stock which were purchased under
the expiring 1987 Employee Stock Purchase Plan during fiscal
1996, and (ii) the weighted average per share purchase price
paid for such shares.

Number of Average Per
Name and Position Shares (#) Share Price($)
<S> <C> <C>
Phillip E. White 855 21.05
Chairman, President
and Chief Executive
Officer

D. Kenneth Coulter 583 19.45
Exec. Vice President,
Worldwide Field Operations

Ronald M. Alvarez 916 20.55
Vice President,
Americas Sales

Howard H. Graham 876 21.06
Sr. Vice President,
Finance and Chief
Financial Officer

Mike Saranga 861 21.07
Sr. Vice President,
Product Management
and Development

Edwin C. Winder 864 21.09
Sr. Vice President,
Japan Operations

All executive officers, 12,068 20.47
as a group (16 persons)

Outside directors,
as a group(1) 0 0

Non-executive officer
employees, as a group 537,934 19.56
</TABLE>
________________

(1) Directors who are not employees of the Corporation are
not eligible to participate in the Purchase Plan.

APPROVAL OF AN AMENDMENT TO THE 1994 STOCK OPTION
AND AWARD PLAN TO INCREASE THE NUMBER OF SHARES
RESERVED FOR ISSUANCE UNDER THE PLAN BY 8,000,000
SHARES
(ITEM C ON PROXY CARD)

The Corporation has adopted an amendment to the 1994
Stock Option and Award Plan (the "1994 Plan") increasing the
number of shares reserved for issuance under the 1994 Plan by
8,000,000 shares ("Additional Shares") to a total of
16,000,000 shares, subject to the approval of the
Corporation's stockholders. This amendment will become
effective upon stockholder approval.

The amendment also provides that stock options granted
which cover any portion of the Additional Shares may not be
repriced by the Corporation without stockholder approval.
Repricing includes the reduction of the exercise price of an
outstanding option or the grant of a new stock option in
exchange for or in substitution of an outstanding stock
option.

Additionally, the amendment limits the number of
Additional Shares which may be used for the grant of
performance share awards to 10% of the total number of
Additional Shares.

The 1994 Plan was adopted by the Board in order to (i)
increase incentive and to encourage stock ownership on the
part of key employees of the Corporation and its affiliates,
(ii) align the interests of key employees with those of the
Corporation's stockholders and (iii) attract and retain the
services of outstanding individuals, upon whose judgment,
interest and special effort the Corporation's success is
largely dependent.

As of March 28, 1996, options for 7,008,035 shares of
Common Stock were outstanding under the 1994 Plan and 844,351
shares of Common Stock remained available for future awards.
To date, no performance share awards have been granted under
the 1994 Plan.

The affirmative vote of the holders of a majority of the
shares of Common Stock present or represented and entitled to
vote at the Annual Meeting will be required to approve the
amendment to the 1994 Plan increasing the number of shares
reserved for issuance under the 1994 Plan by 8,000,000
shares. Abstentions and broker non-votes will be counted as
present for purposes of determining the presence or absence
of a quorum. While abstentions will be counted as votes
against this proposal, broker non-votes will not be treated
as entitled to vote on this proposal, and accordingly, will
not be counted when determining whether or not this proposal
has been approved.

THE INFORMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" APPROVAL OF THE AMENDMENT TO THE 1994 PLAN
INCREASING THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE 1994 PLAN BY 8,000,000 SHARES.

General

The 1994 Plan is administrated by a committee of the
Board of Directors consisting of not less than two directors
(the "Committee"). The members of the Committee shall be
appointed from time to time by, and shall serve at the
pleasure of, the Board of Directors. At present, the Committee is
made up of the members of the Corporation's Compensation
Committee.

The 1994 Plan gives the Committee authority to either
award options to purchase shares of Common Stock or award
performance shares of Common Stock to be paid to
participants on the achievement of certain performance goals
set by the Committee with respect to each participant.
Options awarded under the 1994 Plan may be either "incentive
stock options" as defined in Section 422 of the Code, or
nonqualified stock options, as determined by the Committee.

The Committee has all powers and discretion necessary
and appropriate to administer the 1994 Plan and to control
its operation, including, without limitation, the power to
(i) determine which employees shall be granted awards, (ii)
prescribe the terms and conditions of the awards, (iii)
interpret the 1994 Plan and the awards, (iv) adopt such
procedures and sub-plans as are necessary or appropriate to
permit participation in the 1994 Plan by employees who are
foreign nationals or employed outside of the United States,
(v) adopt rules for the administration, interpretation and
application of the 1994 Plan and (vi) interpret, amend or
revoke any such rules. All determinations and decisions
made by the Committee pursuant to the provisions of the 1994
Plan are final, conclusive and binding. The Committee may
delegate its authority and powers under the 1994 Plan to one
or more directors or officers of the Corporation with
respect to awards made to employees who are not executive
officers of the Corporation.

The Board may, in its discretion, alter, amend or
terminate the 1994 Plan or any part thereof, at any time and
for any reason. However, to the extent required by the 1994
Plan or required to maintain the 1994 Plan's qualification
under Rule 16b-3 under the 1934 Act or Section 162(m) of the
Code, any such amendment shall be subject to stockholder
approval. Neither the amendment, suspension nor termination
of the 1994 Plan shall, without the consent of the participant,
alter or impair any rights or obligations under any award
previously granted.

Stock Subject to the 1994 Plan

The maximum number of shares of the Corporation's
Common Stock which may be awarded under the Corporation's
current 1994 Plan is 8,000,000 shares. If the proposed
amendment is approved, the maximum number of shares
shall increase from 8,000,000 shares to 16,000,000 shares.
If an award is canceled, terminates, expires or lapses for any
reason, the shares of stock which were subject to such award
are returned to the 1994 Plan and become available for future
award under the 1994 Plan.

Eligibility

The 1994 Plan provides that awards of stock options and
performance shares may be granted to employees (including
officers and directors who are also employees) of the
Corporation and its affiliates, including corporations
controlling, controlled by or under common control with the
Corporation. Awards of incentive stock options, however,
may only be made to employees of the Corporation or its
subsidiaries (generally, corporations which are at least 50%
owned by the Corporation). The Committee selects the
participants and determines the number of shares subject to
each award. The 1994 Plan prohibits a single participant
from receiving awards of stock options covering more than
250,000 shares during any single fiscal year or awards of
performance shares covering more than 100,000 shares during
any single fiscal year. The Committee has discretion,
however, to award stock options covering up to 500,000
shares to a participant in the fiscal year in which the
participant first becomes an employee of the Corporation or
is promoted from a position as a non-executive officer to a
position as an executive officer.

Stock Options

Award Agreement. The terms of stock option awards
under the 1994 Plan are determined by the Committee. Each
award is evidenced by a written agreement between the
Corporation and the person to whom the award is made. The
award agreement will specify the option price, the
expiration date of the option, the number of shares to which
the option pertains, any conditions to the exercise of the
option and such other terms and conditions as the Committee,
in its discretion, shall determine. The award agreement
will also specify whether the option is intended to be an
incentive stock option or a nonqualified stock option.
Generally, no consideration is paid by participants for the
grant of a stock option award under the 1994 Plan.

Option Price. The per share exercise price of each
option awarded under the 1994 Plan will be no less than 100%
of the fair market value per share on the date the option is
awarded. The fair market value of a share of Common Stock
of the Corporation is the last quoted selling price for such
shares on the date of award, or if there were no sales on
such date, the arithmetic mean of the last quoted selling
price on the nearest day before and the nearest day after
the date of award, as determined by the Committee.
Incentive stock options awarded to stockholders owning more
than 10% of the Corporation's outstanding shares are subject
to the additional restriction that the exercise price must
be at least 110% of the fair market value of a share, as
determined above, on the date of award.

Exercise of Options. Options awarded under the 1994
Plan will be exercisable at such times and subject to such
restrictions and conditions (including without limitation,
restrictions based on the passage of time or the achievement
of certain performance goals) as the Committee shall
determine in its discretion. However, an option generally
may not be exercisable until at least one year following its
date of award. An option may be exercised by giving written
notice of the exercise to the Corporation specifying the
number of full shares of Common Stock to be purchased and
tendering payment of the purchase price to the Corporation.
The option price upon exercise of any option shall be paid
to the Corporation in full in cash or its equivalent. The
Committee, in its discretion, may also permit exercise by
tendering previously acquired shares of the Corporation's
Common Stock which have been beneficially owned for at least
six months prior to their tender or by any other means which
the Committee, in its discretion, determines to provide
legal consideration for the shares and to be consistent with
the purposes of the 1994 Plan.

Stock Option Term. The maximum term of stock options
awarded under the 1994 Plan is 10 years, except in the case
of a participant's death, where the Committee has the
discretion to allow the participant's beneficiary up to an
additional year to exercise a nonqualified option. An
option generally may be exercised for up to one year
following termination of employment. However, the Committee
reserves the right (and currently intends) to grant options
with shorter maximum terms than are specified in this
paragraph.

Nontransferability. An option awarded under the 1994
Plan is nontransferable by the participant other than by
will, the laws of descent and distribution or, if permitted
by the Committee, beneficiary designation, and is
exercisable during the participant's lifetime only by the
participant, or in the event of the participant's death, by
the executor or administrator of the participant's estate or
the participant's designated beneficiary.

Performance Shares

Award Agreement. The terms of performance share awards
under the 1994 Plan are determined by the Committee. Each
award is evidenced by a written agreement between the
Corporation and the person to whom the award is made. Each
award agreement will set forth certain performance goals
established by the Committee and the period in which such
goals are to be met. The number or value of performance
shares that will be paid out to a participant at the end
of the performance period will depend on the extent such
goals have been met by the participant. The Committee
reserves the right to adjust or waive the achievement of the
performance goals it has set. No consideration will be paid
by participants for performance share awards under the 1994
Plan. While the Committee has discretion to grant
performance shares to any employee, the Committee's current
intention is to grant performance shares only if such awards
would entitle the Corporation to favorable accounting or
other treatment which would not be available if the
Corporation granted only stock options. To date, no
performance share awards have been made under the
1994 Plan. Additionally, the amendment to the 1994 Plan
provides that only ten percent of the Additional Shares
added by the amendment may be used for the grant
of performance share awards.

Payment of Performance Shares. Payment of earned
performance shares is made as soon as practicable after the
expiration of the applicable performance period. The
Committee, in its discretion, may pay earned performance
shares in the form of shares, cash or a combination thereof.
Payment of performance shares in cash results in the return
of the shares to the 1994 Plan, and the shares subject to an
award paid in cash will again be available for grant under
the 1994 Plan. Unless otherwise established by the Committee
in the applicable award agreement, upon a participant's
termination of employment, for any reason, all remaining
unearned performance shares shall be forfeited and returned
to the 1994 Plan and shall again be available for award
under the 1994 Plan.

Nontransferability. A performance share award is
nontransferable other than by will, the laws of descent and
distribution or, if permitted by the Committee, beneficiary
designation, and a participant's rights under an award are
exercisable during the participant's lifetime only by the
participant, or in the event of a participant's death, by
the executor or administrator of the participant's estate or
the participant's designated beneficiary.

Term

The term of the 1994 Plan shall remain in effect until
terminated by the Board of Directors. However, without
further stockholder approval, no incentive stock option may
be awarded under the 1994 Plan after March 22, 2004.

Changes in Corporate Structure

In the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation,
stock dividend, split-up, share combination or other change
in the corporate structure of the Corporation affecting the
shares, such adjustment shall be made in the number and
class of shares which may be delivered under the 1994 Plan,
and in the number and class of or price of shares subject to
outstanding awards under the 1994 Plan, as the Committee, in
its discretion, shall determine to be appropriate to prevent
dilution or diminution of awards under the 1994 Plan.

Tax Information

Based on management's understanding of current federal
income tax laws, the tax consequences of the grant and
exercise of stock options and the award of performance shares
are as follows.

Options awarded under the 1994 Plan may be either
"incentive stock options," as defined in Section 422 of the
Code, or nonqualified stock options.

If an option awarded under the 1994 Plan is an
incentive stock option, the participant will recognize no
income upon award of the incentive stock option and incur no
tax liability due to the exercise unless the participant is
subject to the alternative minimum tax. The Corporation
will not be allowed a deduction for federal income tax
purposes as a result of the exercise of an incentive stock
option regardless of the applicability of the alternative
minimum tax. Upon the sale or exchange of the shares at
least two years after award of the option and one year after
receipt of the shares by the participant any gain will be
treated as long-term capital gain. If these holding periods
are not satisfied, the participant will recognize ordinary
income equal to the difference between the exercise price
and the lower of the fair market value of the shares at the
date of the option exercise or the sales price of the
shares. The Corporation will be entitled to a deduction in
the same amount as the ordinary income recognized by the
participant. Any gain recognized on such a premature
disposition of the shares in excess of the amount treated as
ordinary income will be characterized as capital gain.

All other options which do not qualify as incentive
stock options are referred to as nonqualified options. A
participant will not recognize any taxable income at the
time the participant is awarded a nonqualified option.
However, upon its exercise, the participant will recognize
ordinary income for tax purposes measured by the excess of
the then fair market value of the shares over the option
price. Generally, the Corporation will be entitled to a
deduction in the same amount as the ordinary income
recognized by the participant. The income recognized by a
participant who is also an employee of the Corporation will
be subject to tax withholding by the Corporation by payment
in cash or out of the current earnings paid to the
participant. Upon resale of such shares by the participant,
any difference between the sales price and the exercise
price, to the extent not recognized as ordinary income as
provided above, will be treated as capital gain or loss.

Generally, no income will be recognized by a
participant in connection with an award of performance
shares. When the performance share award is paid, the
participant will generally be required to include as taxable
ordinary income in the year of payment an amount equal to
the amount of cash received and the fair market value of any
shares of Common Stock received. Generally, the Corporation
will be entitled to a deduction in the same amount as the
ordinary income recognized by the participant. The income
recognized by a participant who is also an employee of the
Corporation will be subject to tax withholding by the
Corporation by payment of cash or out of the current
earnings paid to the participant. Upon resale of any such
shares by the participant, any difference between the sales
price and the amount previously recognized as ordinary
income as provided above will be treated as capital gain or
loss.

Section 162(m) of the Code contains rules regarding
the federal income tax deductibility of compensation
paid to the Corporation's Chief Executive
Officer and to each of its next four most highly compensated
executive officers. Under Section 162(m), the Corporation
may deduct compensation paid to such an executive only to
the extent that it does not exceed $1,000,000 during
any fiscal year, or complies with certain conditions, including
payment pursuant to a performance based plan approved by
stockholders.

The 1994 Plan is designed to qualify under section
162(m) by (i) placing numerical limits on the number of
options and performance shares which may be granted to any
individual, and (ii) specifying certain performance criteria
which the Committee may make applicable to grants of
performance shares. Specifically, the 1994 Plan provides
that the Committee, in its discretion, may choose to make
vesting of performance shares contingent upon the attainment
of goals relating to revenue of the Corporation, return on
stockholders' equity, and/or earnings per share. Any such
goals will be determined by the Committee at the time of
grant and reflected in the written award agreement. (As
described in the preceding section, the Committee has broad
discretion to set other performance goals, as well.) By
qualifying the 1994 Plan under Section 162(m), the
Corporation is seeking to ensure that it will be able to
receive a federal income tax deduction with respect to
compensation paid under the 1994 Plan to the Corporation's
executive officers.

The foregoing summary of the effect of federal income
taxation upon the participant and the Corporation with
respect to the award and exercise of stock options and the
award and payment of performance shares under the 1994 Plan
does not purport to be complete, and reference should be
made to the applicable provisions of the Code. In addition,
this summary does not discuss the provisions of the income
tax laws of any municipality, state or foreign country in
which the participant may reside.

Number of Stock Option Awards To Certain Individuals and
Groups

For each of the executive officers named in the Summary
Compensation Table and the various indicated groups, the
following table sets forth the (i) aggregate number of shares
of Common Stock subject to options granted under the 1994
Plan during 1996 and (ii) the weighted average exercise price
per share of the options granted.

<TABLE>
<CAPTION>
Number of
Securities Underlying Weighted Average
Name and Position Options Granted (#) Exercise Price ($/Sh)
<S> <C> <C>
Phillip E. White 200,000 24.125
Chairman, President
and Chief Executive
Officer

D. Kenneth Coulter 195,000 24.022
Exec. Vice President,
Worldwide Field Operations

Ronald M. Alvarez 75,000 30.292
Vice President,
Americas Sales

Howard H. Graham 100,000 24.125
Sr. Vice President,
Finance and Chief
Financial Officer

Mike Saranga 100,000 24.125
Sr. Vice President,
Product Management
and Development

Edwin C. Winder 30,000 24.125
Sr. Vice President,
Japan Operations

All executive officers, 1,283,000 23.683
as a group (16 persons)

Outside directors,
as a group(1) 0 0

Non-executive officer
employees, as a group 3,582,543 23.719
</TABLE>
________________

(1) Directors who are not employees of the Corporation are
not eligible to participate in the 1994 Plan, but instead
receive an automatic stock option award covering 15,000
shares under the 1989 Outside Directors Stock Option Plan
upon election or re-election to the Corporation's Board of
Directors.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM D ON PROXY CARD)

The Board selects the Corporation's independent
auditors on an annual basis for each ensuing fiscal year, to
serve at the discretion of the Board. The Informix Board of
Directors has engaged Ernst & Young LLP as independent auditors
to audit the consolidated financial statements of the Corporation
for fiscal year 1997.

If the stockholders, by the affirmative vote of the
holders of a majority of the shares of Common Stock present
or represented and entitled to vote at the Annual Meeting, do
not ratify the appointment of Ernst & Young LLP, the selection
of independent auditors will be reconsidered by the Board.
Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum, but will not be
considered as cast either for or against ratification, and accordingly,
will not be counted when determining whether or not ratification has
occurred. Notwithstanding the selection, the Board, in its discretion,
may direct the appointment of a new independent auditing
firm at any time during the year if the Board feels that
such a change would be in the best interests of the
Corporation and its stockholders.

Ernst & Young LLP has audited the financial statements of
the Corporation since 1988. A representative of Ernst &
Young LLP will be present at the Annual Meeting and will be
given the opportunity to make a statement and respond to
appropriate questions.

THE INFORMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE FOR RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS.

OTHER BUSINESS

The Board knows of no business which will be presented
for consideration at the Annual Meeting other than as stated
herein and in the Notice of Meeting attached hereto. If,
however, other matters are properly brought before the
meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the shares represented
thereby on such matters as directed by the Board of Directors.

STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL
MEETING

Proposals of stockholders intended to be presented at
the next Annual Meeting of Stockholders of the Corporation
(i) must be received by the Corporation at its offices no
later than December 15, 1997, and (ii) must satisfy the
conditions established by the Securities and Exchange
Commission for stockholder proposals to be included in the
Corporation's Proxy Statement for that meeting.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to or earned
by the Corporation's Chief Executive Officer and the Corporation's five
other most highly compensated executive officers for services rendered
to the Corporation during the fiscal years ended December 31, 1996, 1995
and 1994:

SUMMARY COMPENSATION TABLE

Long Term
Compensation
Awards
Annual Securities
Compensation Underlying All Other
Name and Salary Bonus Options Compensation
Principal Position Year ($) ($) (#)(1) ($)
<S> <C> <C> <C> <C> <C>
Phillip E. White 1996 461,667 0 200,000 4,284(2)
Chairman, President 1995 421,667 400,000 250,000 4,256
and Chief Executive 1994 387,000 300,000 100,000 3,000
Officer

D. Kenneth Coulter (3) 1996 283,235 174,985 195,000 83,045(4)
Exec. Vice President, 1995 227,100 194,102 60,000 29,617
Worldwide Field 1994 210,082 128,622 35,000 25,494
Operations

Ronald M. Alvarez (5) 1996 205,625 74,546 75,000 3,537(6)
Vice President, 1995 148,333 185,914 40,000 3,160
Americas Sales 1994 100,067 127,688 20,000 2,518

Howard H. Graham (7) 1996 261,333 0 100,000 3,566(8)
Sr. Vice President, 1995 244,333 200,000 120,000 3,363
Finance and Chief 1994 226,667 130,000 50,000 2,406
Financial Officer

Mike Saranga 1996 245,667 0 100,000 45,875(9)
Sr. Vice President, 1995 229,333 168,000 130,000 5,525
Product Management 1994 212,000 150,000 40,000 3,844
and Development

Edwin C. Winder 1996 219,375 13,656 30,000 3,566(10)
Sr. Vice President, 1995 206,667 145,725 50,000 3,363
Japan Operations 1994 193,750 126,142 30,000 2,406
</TABLE>
_______________

(1) Adjusted to give effect to the two for one stock split
effected in the form of stock dividends declared in June
1995.

(2) Includes $2,484 for group paid life insurance paid by
the Corporation and $2,000 for a 401K Plan corporate matching
contribution.

(3) Adjusted to US dollar equivalents based on foreign
exchange rates on December 31, 1996, 1995 and 1994,
respectively.

(4) Includes $1,829 for group paid life insurance paid by the
Corporation and $81,216 paid into a pension plan for Mr. Coulter.

(5) Mr. Alvarez became an executive officer of the Corporation
on January 2, 1996.

(6) Includes $1,537 for group paid life insurance paid by the
Corporation and $2,000 for a 401K Plan corporate matching
contribution.

(7) Mr. Graham resigned as an executive officer of the
Corporation at the end of 1996.

(8) Includes $1,566 for group paid life insurance paid by the
Corporation and $2,000 for a 401K Plan corporate matching
contribution.

(9) Includes $4,050 for group paid life insurance paid by the
Corporation and $2,000 for a 401K Plan corporate matching
contribution. Also includes $39,825 of principal and interest
forgiven by the Corporation under a promissory note given
by Mr. Saranga to the Corporation.

(10) Includes $1,566 for group paid life insurance paid by the
Corporation and $2,000 for a 401K Plan corporate matching
contribution.

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES % OF TOTAL AT ASSUMED ANNUAL RATES OF
UNDERLYING OPTIONS GRANTED EXERCISE STOCK PRICE APPRECIATION
OPTIONS TO EMPLOYEES PRICE EXPIRATION FOR OPTION TERM (3)
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SH)(2) DATE 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Phillip E. White (4) 200,000 3.50 24.125 5/16/2006 3,034,417 7,689,807

D. Kenneth Coulter 40,000 0.70 33.375 1/31/2006 839,574 2,127,646
35,000 0.61 24.125 5/16/2006 531,023 1,345,716
120,000 2.10 20.875 11/8/2006 1,575,381 3,992,325

Ronald M. Alvarez 50,000 0.87 33.375 1/31/2006 1,049,468 2,659,558
25,000 0.44 24.125 5/16/2006 379,302 961,226

Howard H. Graham (4) 100,000 1.75 24.125 5/16/2006 1,517,208 3,844,904

Mike Saranga 100,000 1.75 24.125 5/16/2006 1,517,208 3,844,904

Edwin C. Winder 30,000 0.52 24.125 5/16/2006 455,162 1,153,471
</TABLE>
_______________

(1) Options granted in 1996 are exercisable starting 12
months after the grant date, with 25% of the shares becoming
exercisable at that time and with an additional 25% of the
option shares becoming exercisable on each successive
anniversary date, with full vesting occurring on the fourth
anniversary date. Under the terms of the option plan, the
Compensation Committee retains discretion, subject to plan
limits, to modify the terms of outstanding options. The options
were granted for a term of ten years, subject to earlier
termination in certain events related to termination of
employment.

(2) The exercise price and tax withholding obligations
related to exercise may be paid by delivery of already owned
shares, subject to certain conditions.

(3) The 5% and the 10% assumed rates of appreciation are
mandated by the rules of the Securities and Exchange
Commission and do not represent the Corporation's estimate
or projection of the future Common Stock price. Of course,
the actual realizable value of the stock options will depend
on the appreciation of the stock price and the executive
officer's continued employment with the Corporation through
the applicable vesting periods of the stock options.

(4) The terms of the stock options granted to Messrs. White
and Graham in 1996 and prior years provide that such stock
options shall become fully vested and immediately
exercisable in the event of a change in control of the
Corporation. A change in control of the Corporation is
defined as a sale or exchange of securities by the
stockholders of the Corporation, a merger involving the
Corporation or a sale of all or substantially all of the
assets of the Corporation, wherein the stockholders of the
Corporation immediately before the sale or exchange, merger
or sale of assets do not retain, directly or indirectly, at
least a majority of the beneficial interests in the voting
securities of (i) the Corporation, in the event of a sale or
exchange, (ii) the resultant corporation, in the event of a
merger, or (iii) the transferee corporation or corporations,
in the event of a sale of assets.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE AT FISCAL YEAR-END (#) FISCAL YEAR END ($)(1)
NAME EXERCISE (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Phillip E. White 140,000 3,219,368 1,037,500 382,500 14,669,971 2,802,188
D. Kenneth Coulter 50,000 1,111,560 207,500 105,000 2,748,199 840,000
Ronald M. Alvarez 52,000 754,562 10,000 50,000 36,250 355,000
Howard H. Graham 125,000 2,187,310 60,000 0 506,250 0
Mike Saranga 65,000 899,842 67,500 217,500 439,842 1,569,684
Edwin C. Winder 30,000 543,100 242,500 87,500 3,995,617 700,938
</TABLE>
_______________

(1) Market value of the underlying securities at exercise
date or year-end, as the case may be, minus the exercise
price.

TRANSACTIONS WITH MANAGEMENT

In June 1993, the Corporation made a loan in the principal
amount of $150,000 to Mr. Saranga, Senior Vice President, Product
Management and Development, in connection with his accepting
employment by the Corporation. The loan is secured by a second deed
of trust on property acquired by Mr. Saranga in California and was
originally due and payable in full on the earliest of June 2,
1995, the date Mr. Saranga sold his Connecticut property or the
date Mr. Saranga's employment with the Corporation was terminated.
In June 1995, Mr. Saranga and the Corporation amended the loan to
increase the interest rate of 3.56% per annum to 6.55% per annum and
to provide that $30,000 of principal, and accrued interest, shall be
forgiven on June 2, 1996 and each anniversary thereafter
provided Mr. Saranga remains an employee of the Corporation. The loan
continues to provide that the full amount of unpaid principal
and accrued interest will become immediately due and payable on
the date Mr. Saranga's employment with the Corporation is terminated
for any reason.

Mr. Knorp, a director of the Corporation, is of counsel to the law
firm of Gray Cary Ware & Freidenrich, which provided legal
services to the Corporation in 1996 in connection with corporate,
licensing and trademark matters.

Notwithstanding anything to the contrary set forth in
any of the Corporation's previous filings under the
Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate
future filings, including this Proxy Statement, in whole or
in part, the following report and the Performance Graph shall
not be incorporated by reference into any such filings, nor
shall they be deemed to be soliciting material or deemed filed
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended.

REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS

The duty of the Compensation Committee of the Corporation (the
"Committee") is to set and administer policies for the Corporation's
compensation programs, which include base and incentive pay
plans, stock option and employee stock purchase plans, and other
employee benefit plans. The Committee is comprised of three
outside members of the Board of Directors: Messrs. Koch,
McDonnell and Yansouni.

The Corporation, at the request of the Committee, has retained the
services of Towers Perrin to assist the Committee in connection
with its duties. Towers Perrin has provided these services to
the Committee since 1991. As part of these services, Towers
Perrin advises the Committee on the reasonableness of
compensation paid to executive officers of the Corporation and how the
overall level of compensation paid to executive officers
compares to that paid by other companies that compete with
the Corporation for executive employees (the "Comparison
Companies").

The Comparison Companies are a group of companies in the
computer industry that are either the source of executive
employees for the Corporation or which offer employment to candidates
from the Corporation. The Comparison Companies are generally
headquartered in the same geographic area as the Corporation and have
similar international presences, market capitalizations and
numbers of employees. They comprise approximately 40% of the
companies in the Software Product Group of the Hambrecht & Quist
Software Sector Index shown on the stock comparison graph below. The
Committee believes that the Comparison Companies is the best
group for comparing the Corporation's compensation levels because
the Corporation competes with this group of companies for employees.
The companies that comprise the H&Q Software Sector Index,
the group used for stock performance, are the best for
evaluating the Corporation's stock performance because they most closely
represent the companies whose products and services compete
with those of the Corporation.

Based upon the advice that the Committee receives from
Towers Perrin, the Committee sets the annual compensation (base
salary plus incentive compensation) of and stock option grants
to the CEO. In addition, the Committee reviews the annual
compensation and stock option grants recommended by management
for all executive officers, and with the advice of Towers
Perrin, approves compensation levels and stock option grants.

The Committee believes that annual compensation and benefit
plans need to be managed as an investment in the Corporation's
employees with the expectation that the employees will
contribute to defined levels of financial performance and return
to the Corporation's investors. An individual's annual compensation and
stock option grants will vary in relation to the individual's
position with the Corporation and that person's individual performance.
The goal is to target base salaries at the 50th percentile
of that provided by the Comparison Companies and to provide
a total cash compensation opportunity through incentive
bonuses at the 75th percentile for superior performance. The
stock option grants given to employees are intended to provide
long-term incentive compensation and as supplemental retirement
benefits for employees. Grants are generally targeted at the 50th
percentile of that provided by the Comparison Companies with grants
to superior performing employees targeted at the 75th percentile.
In making stock grants, the Committee also considers the
historical and expected contributions of the employee and
previous grants to that employee.

Other than a 401K Plan for US employees and as required by
competitive practice or law in certain foreign countries where
the Corporation has offices and employees, the Corporation does
not provide retirement benefits for its employees.

The total compensation program is designed to support and
complement the Corporation's mission, management philosophy,
business strategies and employee relations goals; attract and retain
able, skilled and motivated employees; and allow international
locations to adapt compensation plans to local customs and
requirements.

The CEO and all other executive officers receive a base
salary that is generally adjusted annually to reflect changes in
market conditions, the Corporation's performance and individual
responsibilities. In addition, the CEO and all other executive
officers and certain other key management employees participate
in an annual Executive Incentive Compensation Plan (the "EICP").
Bonuses paid under the EICP are based on the officer's
performance and on the performance of the Corporation as measured
by financial objectives established by the Committee at the beginning
of each fiscal year. In 1995 and again in 1996, the corporate financial
objectives were and are operating profit and revenue growth, each
rated equally in importance. The financial objectives are reviewed by
the Committee each year and those used in a particular year are
intended to reflect those areas most necessary to maximize the return
to investors. Depending on the employee's level, target compensation
under the EICP ranges from 20% to 60% of the employee's base salary.
If the Corporation's financial and the individual's personal objectives are
exceeded it is possible for the actual bonus amounts to exceed the
target amounts.

Mr. White's base salary for 1996 was determined by review
of base salaries paid to CEO's of the Comparison Companies. Mr.
White's base salary for 1996 was at the median of the CEO
salaries of the Comparison Companies based on information
available for salaries paid in 1995. Mr. White's 1996 EICP
participation was based 80% on the Corporation's financial performance
and 20% on his personal performance.

Messrs. Coulter, Alvarez and Winder participate in the EICP, but,
in addition to the objectives described above, a portion of
their incentive compensation is determined by the results of
their respective sales organizations.

Because the Corporation did not meet the corporate financial
objectives set by the Committee, Mr. White and the other
executive officers of the Corporation did not receive any payments
under the EICP for 1996.

During 1996, the Committee considered and granted stock
options to the executive officers of the Corporation, including Mr.
White. Each of the officers received grants based on his or her
performance, level of responsibility, historical and expected
contribution to the Corporation's success and previous grants. Mr.
White received a stock option grant covering 200,000 shares
based on his senior position with the Corporation, his previous grants
and his past and expected contributions to the Corporation's future
success. Each option was granted at the fair market value
on the date of grant and will only be of value to the employee if, and
when, the price of the Corporation's stock exceeds the exercise price
of the option and only if the employee remains with the Corporation
until the option vests.

The Committee has been advised that none of the Corporation's
executive officers have received compensation in 1996 that will
result in the loss of a corporate federal income tax deduction
under Section 162(m) of the Internal Revenue Code of 1986, as
amended. In the future it is the intention of the Committee to
design compensation plans for executive officers in such a way
that the compensation is deductible under Section 162(m).

Compensation Committee Members:

James L. Koch
Thomas A. McDonnell
Cyril J. Yansouni

CORPORATION STOCK PRICE PERFORMANCE

The following graph shows a five-year comparison of
cumulative total stockholder returns for the Corporation, the Nasdaq
Stock Market Index (US) and the Hambrecht & Quist Software Sector
Index for the period commencing on the last trading day in December
1991 and ending on the last trading day in December 1996.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN (1)

[The performance graph has been omitted and is described in
the appendix filed herewith. The following table sets forth
the data points plotted on the omitted graph.]

<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Informix $100 $527 $618 $935 $1,745 $1,185
Nasdaq Stock Market Index (US) $100 $116 $134 $131 $185 $227
H&Q Software Sector Index $100 $112 $120 $151 $217 $263
</TABLE>
______________

(1) Cumulative total stockholder returns assume that $100 was invested
on the last trading day in December 1991 at the closing sales price in
the Corporation's Common Stock and each index and that all dividends
were reinvested. No cash dividends have been declared on the
Corporation's Common Stock. Stockholder returns over the indicated
period should not be considered indicative of future stockholder
returns.

The Nasdaq Stock Market Index (US) was prepared by the
Center for Research in Security Prices and includes all U.S.
Nasdaq Stock Market companies.

The H&Q Software Sector Index is a subset of the H&Q
Technology Index and is comprised of publicly traded stocks
considered by H&Q as representative of the software
marketplace as a whole.

By Order of the Board of Directors,

David H. Stanley, Secretary

<PAGE>

APPENDIX TO PROXY STATEMENT
FOR ELECTRONICALLY FILED DOCUMENT

1. Performance Graph. The performance graph required by
Item 402(l) of Regulation S-K is set forth in the paper copy
of the Proxy Statement immediately following the caption
"COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN".

The performance graph plots the data points listed below the
graph for the data sets (i) Informix, (ii) Nasdaq Stock
Market Index (US) and (iii) H&Q Software Sector Index. The
graph has a horizontal axis at its bottom which lists from
left to right the dates Dec-91, Dec-92, Dec-93, Dec-94, Dec-95
and Dec-96. The graph has a vertical axis at its left
which lists from bottom to top the numbers 0, 400, 800, 1200,
1600 and 2000. The data points for each data set are
plotted on the graph and are connected by a line. The line
connecting the data points in the Informix data set is bold,
while the lines connecting the data points in the Nasdaq Stock
Market Index (US) data set and the H&Q Software Sector Index
data set are normal and dashed, respectively.

<PAGE>

PROXY

INFORMIX CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.

The undersigned hereby appoints Phillip E. White and
David H. Stanley and either of them, as attorneys of the
undersigned with full power of substitution, to vote all
shares of stock which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of Informix Corporation,
to be held at the Corporation's headquarters located at 4100
Bohannon Drive, Menlo Park, California, on Thursday,
May 22, 1997 at 5:00 p.m., local time, and at any
continuation or adjournment thereof, with all the powers
which the undersigned might have if personally present at
the meeting.

The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement, dated April
14, 1997, and hereby expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect
to the shares of stock represented by this Proxy and by
filing this Proxy with the Secretary of the Corporation,
gives notice of such revocation.

WHERE NO CONTRARY CHOICE IS INDICATED BY THE
STOCKHOLDER, THIS PROXY, WHEN RETURNED, WILL BE
VOTED FOR SUCH PROPOSALS AND WITH DISCRETIONARY
AUTHORITY UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING. THIS PROXY MAY BE REVOKED
AT ANY TIME PRIOR TO THE TIME IT IS VOTED.

PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.

SEE REVERSE SIDE

<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING:

A. Election of Class I Director:

Nominee: Cyril J. Yansouni

FOR / / WITHHELD / /

B. To approve the implementation of the 1997 Employee Stock
Purchase Plan and the reservation of 4,000,000 shares for
issuance thereunder.

FOR / / AGAINST / / ABSTAIN / /

C. To approve an amendment to the 1994 Stock Option and Award
Plan to increase the number of shares reserved for issuance under
the plan by 8,000,000 shares.

FOR / / AGAINST / / ABSTAIN / /

D. To approve the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending December 31, 1997.

FOR / / AGAINST / / ABSTAIN / /

E. To transact such other business as may properly come before
the meeting.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

Please date and sign exactly as your name or names
appear hereon. Corporate or partnership proxies should be
signed in full corporate or partnership name by an
authorized person. Persons signing in a fiduciary capacity
should indicate their full titles in such capacity.

Signature:__________________ Date_____________