SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549- 5546

       DIVISION OF
CORPORATION FINANCE

Mail Stop 5546         December 29 , 2006

Via Facsimile (650) 633- 3222 and US Mail

Lawrence J. Ellison
Chief Executive Officer  Oracle Corporation 500 Oracle Parkway  Redwood City, California 94065
 Re: Oracle Corporation
  Form 10- K for the Fis cal Year Ended May 31, 2006
Filed July 21, 2006
   File No. 0- 51788

Dear Mr. Ellison:

We have limited our review of the above filing to di sclosures relating to your contacts with
countries that have been identified as state sponsors of terrorism, and we will make no further review of the filing.  Our review with respect to this issue does not preclude further review by the Assistant Director  group with respect to other issues.  At this juncture, unless otherwise directed, we
are asking you to provide us with supplemental information so that we may better understand your disclosure.  Please be as detailed as necessary in your response.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. We note from public media sources that you may have operations in or contacts with Iran,
Syria and Sudan, countries identified as state sponsors of terrorism by the State Department and subject to U.S. export controls and sanctions.  For example, we note media reports of third -party IT companies that offer technology and services of Oracle and other companies in

Lawrence J. Ellison
Oracle Corporation
Page 2

several Middle Eastern and African countries, including Iran, Syria and Sudan.  Although the
Form 10- K indicates that you have operations in the Middle East and Africa, it does not
contain any information relating to operations or contacts associated with Iran, Syria or
Sudan.  Please describe your contacts with these countries, if any, and discuss their materiality to you in light of the countries’ status as state sponsors of terrorism.  Please also discuss whether the contacts, either individually or in the aggregate, constitute a material investment risk to your security holders.  Your response should describe your current, past and anticipated operations in and contacts with Iran, Syria and Sudan, including through affiliates, distributors, resellers and other direct and indirect arrangements.
 2. Your materiality analysis should address materiality in quantitative terms, including the approximate dollar amount of your revenues, assets and liabilities, if any, associated with Iran, Syria and Sudan.  Please also address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potent ial impact of corporate activities upon a company’s reputation and share value.
 We note , for example,  that Arizona and Louisiana have adopted legislation requiring their
state retirement systems to prepare reports regarding state pension fund assets i nvested in,
and/or permitting divestment of state pension fund assets from, companies that do business with countries identified a s state sponsors of terrorism.  California, Connecticut, Illinois,
Maine, Oregon  and New Jersey
 have adopted, and other states  are considering, legislation
prohibiting the investment of certain state assets in, and/or requiring the divestment of certain state assets from, companies that do business with Sudan.  Harvard University, Stanford University , Yale University, Dartmouth C ollege  and the University of California
Board of Regents  have all adopted policies prohibiting investment in, and/or requiring
divestment from, companies that do business with Sudan.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions concerning companies with operations associated with Iran, Syria and Sudan.

Your qualitative materiality analysis also should address whether the governments of Iran, Syria or Sudan, or entities contro lled them, receive cash or act as intermediaries  in
connection with your operations  or, to the best of your knowledge, those of your affiliates,
distributors and resellers.
 3. Please also address the impact of  any regulatory complianc e programs you have
implemented in  connection with any business in these countries, and any internal risk
assessment undertaken in connection with such business.
 4. With respect to any operations in or contacts with Iran, please address the applicability of Section 5(b) of the Iran Sanctions  Act of 1996, as amended by the Iran Freedom Act on
September 30, 2006, to your activities associated with Iran.

Lawrence J. Ellison
Oracle Corporation
Page 3

Please respond to these comments within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your
respons es to our comments.  Please submit  your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing  includes all information required under the Exchange Act of
1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a 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 comm ents as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information
you provide to the staff of the Division of Corporation Finance in our review of your filing s or in
response to our comments on your filing s.
  Please contact James Lopez at (202) 551 -3536 if you have any questions about the
comments or our review.  You may also contact me at (202)  551- 3470.
          Sincerely,
           Cecilia D. Blye, Chief
        Office of Global Security Risk
  cc:  Barbara Jacobs
  Assistant Director
  Division of Corporation Finance