SecProbe.io

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Room 4561

	December 23, 2005

Mr. Daniel Cooperman
Secretary
Ozark Holding Inc.
500 Oracle Parkway
Redwood City, California 94065

Re:	Ozark Holding Inc.
	Amendment No. 2 to Registration Statement on Form S-4 filed
December 14, 2005
	File 333-129139

	Oracle Corporation
	Form 10-K for the Year Ended May 31, 2005
	Form 10-Q for the Quarter Ended August 31, 2005
	File 0-14376

	Siebel Systems, Inc.
	Form 10-K for the Year Ended December 31, 2004
	Forms 10-Q for the Quarters Ended March 31, June 30 and
September 30, 2005
	File 0-20725

Dear Mr. Cooperman:

      We have reviewed your amended filing and have the following
comments.

Registration Statement on Form S-4

Summary

Election to Receive Shares of New Oracle Common Stock, page 7

1. In the third full paragraph on page 8 you provide a textual
description of how the shares being issued to the Siebel Systems`
stockholders will be prorated if the stock consideration election
is
over-subscribed.  Please expand to provide numerical examples of
the
cash and stock that the Siebel Systems` stockholders can expect to
receive as the percentage of stockholders making the stock
election
varies over the potential range of outcomes.  For example, if 65%
and
100% of the Siebel holders make the stock election, state the
impact
on the stock and cash to be received in numerical terms, under the
assumptions concerning the relative stock prices that you have
made.

Cautionary Statement Regarding Forward-looking Statements, page 27

2. Please clarify your disclosure in this section to indicate that
Ozark Holdings is making statements in the document.  Although we
recognize that the filing is a proxy statement of Siebel and the
statements are also made by it, it does not appear that Oracle is
making statements, but that the statements are those of Ozark
Holdings.  We have considered your views that your distribution of
securities does not constitute an initial public offering for the
purpose of the statutory safe harbor.  As the document is a proxy
statement of Siebel Systems we do not object to language that
asserts
the applicability of the statutory safe harbor to statements made
by
Siebel; however, we are not able to concur with your conclusion
that
the proposed transaction should not be viewed as an "initial
public
offering" by Ozark for this purpose.  Ozark has not previously
distributed securities to the public and distribution of
securities
contemplated by this registration statement constitutes your
initial
public offering.  Please revise.

The Proposed Transaction

Background of the Transaction, page 28

3. Your revised disclosure in response to comment 8 in our letter
dated December 9, 2005 appears to address the considerations made
by
Oracle`s board of directors in proceeding with the transaction on
its
specific terms.  You disclose generally that the competitive and
market environment as well as information on the respective
businesses was considered by Oracle`s board of directors.  Please
discuss briefly the specific underlying business conditions and
strategies that are motivating Oracle to acquire Siebel Systems.

Opinion of Siebel Systems` Financial Advisor, page 35

4. The disclosure on page 37 does not appear to address fully the
concern raised by prior comment 12 of our letter dated December 9,
2005.  The disclosure appears to summarize the methodology used to
derive the various implied values.  As noted at the beginning of
your
analysis, the implied multiples are a function of using the merger
consideration and estimated financial data as inputs in the
described
methodology.  Our concern, however, relates to providing context
to
the implied multiples that were derived from the described
methodology.  The significance of the implied enterprise
value/revenue for CY2005 of 2.7x and 2.8x is unclear and appears
independently of other multiples or context of industry
expectations.
Please elaborate on the valuation method and the meaning of the
analyses, and explain what this valuation methodology should tell
investors about the purchase price for Siebel Systems.

5. We note your response and revised disclosure to comment 13 in
our
letter dated December 9, 2005.  Please further clarify your
disclosure to indicate that Siebel Systems` board of directors did
not separately assess the lower premiums of this transaction when
compared to the mean and median of selected transactions and
explain
why they did not believe this was necessary.

Interests of Certain Persons in the Siebel Systems Merger

Pending Derivative Litigation, page 46

6. We note the final two sentences of the fourth paragraph.
Please
tell us the basis for your conclusion that rights of stockholders
who
have instituted a derivative action will be terminated because
their
share ownership is ended as a consequence of a business
combination.
Are there judicial determinations in this respect?

The Merger Agreement

General, page 78

7. We refer you to the first paragraph in which you state that
"[t]he
following summary describes the material provisions of the merger
agreement and is qualified in its entirety by reference to the
[merger agreement]."  As noted in comment 11 in our letter dated
December 9, 2005, your disclosure should be materially complete
and
any qualification of such disclosure is inappropriate.  Please
revise.

Description of Oracle Capital Stock

Oracle Preferred Stock, page 99

8. We note your response and revised disclosure to comment nos. 17
and 18 in our letter dated December 9, 2005.  In light of your
removal of the information regarding the Series B and C preferred
stock, please advise us of the applicability of Item 202(a)(4) of
Regulation S-K to any disclosure of the Series B and C preferred
stock.

Where You Can Find More Information, page 102

9. We have considered your response to comment 19 of our letter
dated
December 9, 2005, and are continuing to evaluate your response.
Please note that we may have further comments.

Item 22. Undertakings.

10. The undertaking set forth in Item 512(a) of Regulation S-K has
recently been revised.  Please update.

Form 8-K filed December 15, 2005

11. We note the non-GAAP information included in the press release
furnished by Oracle in the Form 8-K filed December 15, 2005.
Oracle`s non-GAAP presentation does not appear consistent with our
guidance and requirements on such presentation.  Following are
such
inconsistencies in greater detail:

* Disclosure accompanying the presentation currently indicates
that
there are two non-GAAP measures-non-GAAP net income and non-GAAP
diluted earnings per share.  However, the presentation includes
numerous non-GAAP measures including, but not limited to, non-GAAP
revenue, various non-GAAP operating expense items and non-GAAP
income
before provision for income taxes.  Note that each line item, sub-
total or total, for which an adjustment has been made represents a
separate non-GAAP measure that must be separately identified and
addressed in the accompanying disclosure.  See Items
10(e)(1)(i)(C),
10(e)(1)(i)(D) and 10(e)(2) of Regulation S-K.

* As each of the non-GAAP measures excludes items that are
considered
recurring in nature Oracle must meet the burden of demonstrating
the
usefulness of each measure and clearly disclose why each non-GAAP
measures is useful when these items are excluded.  See Question 8
of
the June 13, 2003 FAQs.

* We note no substantive disclosure that addresses the disclosures
in
Question 8 of the FAQ.  For example, the disclosure does not
explain
the manner in which management uses each measure and the economic
substance behind that decision, why it is useful to an investor to
segregate business combination accounting and acquisition related
expenses from GAAP results, or how your presentation enables an
investor to compare results to periods prior to acquisitions.
Further, a statement that "investors should be aware that the non-
GAAP measures have inherent limitations" does not explain, in a
meaningful way, the material limitations associated with each
measure
or the manner in which management compensates for such
limitations.

12. In view of the nature, content and format of the presentation,
we
question whether it complies with Item 100(b) of Regulation G.  In
this regard we note the following:

* Presentation of a full non-GAAP Statement of Operations may
create
the unwarranted impression that the presentation is based on a
comprehensive set of accounting rules or principles;

* The presentation includes the revenue stream from an acquired
entity (PeopleSoft) but excludes material costs of acquiring that
revenue stream; and

* The deferred revenue adjustment included in the presentation
appears to be more in the nature of a projection of future results
than an adjustment that might be useful in analyzing or explaining
the historical performance of Oracle.

*              *              *              *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Chris Davis at (202) 551-3408 or Mark
Kronforst
at (202) 551-3451 if you have questions regarding comments on the
financial statements and related matters.  Please contact Daniel
Lee
at (202) 551-3477 with any other questions.  If you need further
assistance, you may contact me at (202) 551-3462 or Barbara C.
Jacobs, Assistant Director, at (202) 551-3730.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	William M. Kelly, Esq.
	William Aaronson, Esq.
	Davis Polk & Wardell
	1600 El Camino Real
Menlo Park, California 94025
	Telephone: (650) 752-2000
	Facsimile: (650) 752-2111

Room 4561

	December 23, 2005

Mr. Daniel Cooperman
Secretary
Ozark Holding Inc.
500 Oracle Parkway
Redwood City, California 94065

Re:	Ozark Holding Inc.
	Amendment No. 2 to Registration Statement on Form S-4 filed
December 14, 2005
	File 333-129139

	Oracle Corporation
	Form 10-K for the Year Ended May 31, 2005
	Form 10-Q for the Quarter Ended August 31, 2005
	File 0-14376

	Siebel Systems, Inc.
	Form 10-K for the Year Ended December 31, 2004
	Forms 10-Q for the Quarters Ended March 31, June 30 and
September 30, 2005
	File 0-20725

Dear Mr. Cooperman:

      Please find following confirmation of our telephone
conversation of December 23, 2005 with respect to comment 9 of our
previous letter.

Registration Statement on Form S-4

Where You Can Find More Information, page 102

13. We have considered your response to comment 19 of our letter
dated December 9, 2005, but are unable to concur with your
conclusions.  Rule 411 under the Securities Act states that in
order
for required information to be incorporated by reference the
applicable form must provide for the incorporation.  Form S-4 does
not appear to provide for incorporation by reference of Oracle`s
information.  In your response, you have indicated that tax and
other
considerations determined the ultimate structure of the
transaction
and essentially assert that incorporation by reference should be
allowed because it would have been available had you used a
different
structure.  We continue to believe that you should prepare your
document in accordance with the transactional structure adopted.
The
physical presentation in the prospectus of information concerning
Oracle appears most appropriate, given the fundamental importance
of
that information to the investment and voting decision the Siebel
holders are asked to make.

*              *              *              *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Chris Davis at (202) 551-3408 or Mark
Kronforst
at (202) 551-3451 if you have questions regarding comments on the
financial statements and related matters.  Please contact Daniel
Lee
at (202) 551-3477 with any other questions.  If you need further
assistance, you may contact me at (202) 551-3462 or Barbara C.
Jacobs, Assistant Director, at (202) 551-3730.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	William M. Kelly, Esq.
	William Aaronson, Esq.
	Davis Polk & Wardell
	1600 El Camino Real
Menlo Park, California 94025
	Telephone: (650) 752-2000
	Facsimile: (650) 752-2111

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