SecProbe.io

February 3, 2011
 Mr. Lawrence J. Ellison Chief Executive Officer and Director Oracle Corporation 500 Oracle Parkway Redwood City, CA 94065
Re: Oracle Corporation
 Form 10-K for the Fiscal Year Ended May 31, 2010
Filed July 7, 2010 File No. 000-51788

Dear Mr. Ellison:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended May 31, 2010

 Part III (incorporated by refe rence to your definitive proxy statement filed on September 7,
2010)

Executive Compensation
 Annual Performance Cash Bonus, page 30

 1. You state that your ex ecutive compensation program is de signed primarily to incentivize
and reward the achievement of financial a nd performance goals and that your annual
performance cash bonus plan is formula-ba sed and seeks to motivate your senior
executives by rewarding them when your annua l financial performance goals are met or
exceeded.  In future filings, please disclose  your annual financial and performance goals
as well as actual results or, alternatively, provide us with your analysis of why such

 Lawrence J. Ellison Oracle Corporation February 3, 2011 Page 2
 disclosure is either immaterial  or not required pursuant to In struction 4 to Item 402(b) of
Regulation S-K.  For additional guidance, pl ease refer to Regulation S-K Compliance and
Disclosure Interpretation 118.04.
2. You disclose that the bonuses of your named executive officers are equal to a specified
percentage of the growth in your non-GAAP pre- tax profits over the preceding fiscal year
but do not disclose this amount.  In future  filings, please disclose the amount of the
growth in your non-GAAP pre-tax profits ove r the preceding fiscal year.  Please also
disclose how and why the specified percentage for each of your named executive officers was chosen as well as the reasons for choos ing non-GAAP pre-tax profits as the metric
used in your fiscal 2010 ex ecutive bonus plan.

Long-term Incentive Compensation-Stock Options, page 31

3. We note your disclosure of the factors th at the Compensation Committee considers in
determining the size of option gr ants to your named executive officers.  In future filings,
please additionally disclose how the Compen sation Committee decided upon the specific
size of the option grants to your named execu tive officers.  For example, how did the
Compensation Committee determine that Mr. El lison should be given an option grant of
7,000,000 shares while Mr. Epstein received  an option grant of 500,000 shares?
 Item 15. Exhibits and Financia l Statement Schedules, page 80

 4. It appears that one of the exhibits that you ha ve filed with the Form  10-K and listed in the
exhibit index omits certain othe r exhibits or schedules.  Plea se explain to us why Exhibit
10.19 (a $2 billion 364-Day Revolving Credit Ag reement dated as of March 18, 2008),
which is incorporated by re ference to exhibit 10.29 of the Form 8-K filed on March 21,
2008, omits exhibits and schedules that are pa rt of this Exhibit 10.19.  Additionally, it is
unclear to us whether you continue to util ize this credit agreement as there does not
appear to be any disclosure regarding it on page 70 under the subheading “Revolving
Credit Agreements.”  Please refile a complete copy of this exhibit a nd explain to us why
you have not provided disclosure regarding th is credit agreement in the Form 10-K.
Please see Item 601 of Regulation S-K.
Consolidated Financial Statements

 Consolidated Statements of Operations, page 88

 5. We note that you disclose a separate line item for amortization of intangible assets within
operating expenses.  Please tell us how you considered including amortization of
intangible assets expense within the relate d costs of goods sold or  services provided.

 Lawrence J. Ellison Oracle Corporation February 3, 2011 Page 3
 Notes to Consolidated Financial Statements

 Note 1.  Organization and Si gnificant Accounting Policies

 Revenue Recognition, page 91

 6. We note you determine estimated selling price (ESP) by considering several external and
internal factors including pricing practices, margin objectives, competition geographies, internal costs and stage of the product lifecycle.  Please provide us, and expand your
disclosures to provide, a more detailed explanation of how you determine ESP and
include a discussion of any other factors, tr ends, inputs, techniques or assumptions that
are incorporated into your analysis.  For example, pleas e clarify whether you typically
apply a gross profit margin to your estimated  costs in order to determine ESP and how
gross profit margins and costs are determ ined.  Please refer to ASC 605-25-50-2.

7. We note your disclosures on page 9 regardi ng Lifetime Support policy.  Please describe
for us the terms of these programs, the differe nt levels of support, how these are priced
and packaged with your products, and your  related revenue re cognition policies.

8. As a related matter, we note on your web-s ite that Oracle has waived Extended Support
fees for a number of major Oracle product lines for 2010 and 2011.  Please describe for
us the impact of waiving these fees  on your related revenue recognition.

Note 9.  Restructuring Activities, page 112

 9. We note that you present a summary of the re structuring costs for your different business
segments.  Please tell us how you considered  providing this disclosure by each major
type of cost associated with the act ivity.  Please refer to ASC 420-10-50-1.

Note 18. Legal Proceedings, page 131

 10. We note your disclosure on page 134 that “[you]  do not believe that the outcome of any
of these claims or any of the above men tioned legal matters will have a materially
adverse effect on our consolidat ed financial position, results of operations or cash flows.”
Note that if there is a r easonable possibility that a loss exceeding amounts already
recognized may have been incurred and the amount of that additional loss would be
material, you must either disc lose the estimated additional lo ss, or state that such an
estimate cannot be made.  Please tell us whethe r you believe that it is reasonably possible
that additional losses would be material and, if so, how your disclosures comply with
paragraphs 3 through 5 of AS C 450-20-50 and SAB Topic 5Y.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of

 Lawrence J. Ellison Oracle Corporation February 3, 2011 Page 4
 1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact Joyce Sween ey, Staff Accountant, at  (202) 551-3449 if you have
questions regarding comments on th e financial statements and related matters.  If you have any
other questions, please contact Philip Rothenberg , Staff Attorney, at (202) 551-3466 or Barbara
C. Jacobs, Assistant Director, at (202) 551- 3730.  If you require furt her assistance, do not
hesitate to contact me at (202) 551-3406.
Sincerely,
   /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief