SecProbe.io

August 31, 2011
 Via E-mail

Dorian Daley Senior Vice President, Ge neral Counsel & Secretary
Oracle Corporation 500 Oracle Parkway Redwood City, CA 94065
Re: Oracle Corporation
  Registration Statement on Form S-4
Filed August 19, 2011
  File No. 333-176405

Dear Ms. Daley:
 We have limited our review of your registrati on statement to the issue we have addressed
in our comment.
 Please respond to this letter by providing the requested information.  Where you do not
believe our comments applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment, we may have additional comments.

General

 1. We note that you are registering the 3.875%  Notes due 2020 and 5.375% Notes due 2040
in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action
Letter (April 13, 1988).  See also Morgan St anley & Co. Inc., SEC No-Action Letter
(June 5, 1991) and Shearman & Sterling, SE C No-Action Letter (July 2, 1993).
Accordingly, please provide us with a supplem ental letter stating th at you are registering
the exchange offer in reliance on our position contained in these le tters and include the
representations contained in  the Morgan Stanley and Shearman & Sterling no-action
letters.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Dorian Daley Oracle Corporation August 31, 2011 Page 2

 Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rule 461 regarding requests fo r acceleration.  We will consider a written
request for acceleration of the e ffective date of the registration statement as confirmation of the
fact that those requesting acceler ation are aware of their respec tive responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Stephani Bouvet,  Staff Attorney, at (202) 551-3545 or me at (202) 551-
3456 with any other questions.
Sincerely,
   /s/ Mark P. Shuman for
Matthew Crispino Staff Attorney
cc: Via E-mail

Sarah K. Solum Davis Polk & Wardwell LLP