SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE
 November 20 , 2012

Via E -mail
Lawrence J. Ellison
Chief Executive  Officer
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065

 Re: Oracle Corporation
  Form 10 -K for the Fiscal Year Ended May  31, 201 2
  Filed June 26 , 2012
  File No. 0 -51788

Dear Mr. Ellison :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  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, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why i n your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. We are aware of recent news reports stating that your database products have been sold by
ZTE Corporation in China to Iran, and that products of several U.S. companies, including
you, sold by ZTE Corporation to Iran include systems that enable Iranian secu rity
authorities to conduct surveillance and tracking activities in that country.  We also are
aware of recent publicly -available information indicating that Sun Microsystems servers
have been acquired by MTN Irancell, possibly through China’s Huawei Tech nologies
Company, and that you are investigating that matter.  As you know, Iran is designated as a
state sponsor of terrorism by the State Department and is subject to U.S. economic
sanctions and export controls.

Please describe to us the nature, duratio n, and extent of your past, current, and anticipated
contacts with Iran, whether through subsidiaries, distributors, resellers, or other direct or

Lawrence J. Ellison
Oracle Corporation
November 20 , 2012
Page 2

 indirect arrangements for the last three fiscal years and the subsequent interim period.  In
this regard, ple ase discuss any past, current, and anticipated relationship you have with
ZTE Corporation and Huawei Technologies Company.  Your response should describe any
products, equipment, components, technologies, software, information, support, and
services that y ou have provided or intend to provide into Iran, directly or indirectly, and
any agreements, arrangements, or other contacts with the government of Iran or entities it
controls .

2. We also are aware of a May 2012 news report that the Commerce Department has issued
subpoenas to several U.S. companies whose products were sold by ZTE Corporation to
Iran, requesting information about their dealings with ZTE Corporation and/or another
Chinese corporation, Beijing 8 -Star International Company, which also was a part y to the
Iranian contracts.  Please tell us whether you have received any communications from the
Commerce Department on this issue and, if so, the current status of the matter .

3. You disclose on page 54 that you derive revenues from the Mid dle East and Africa,
regions that include Syria and Sudan.  Syria and Sudan are designated as state sponsors of
terrorism by the State Department and are subject to U.S. economic sanctions and export
controls.  Please describe to us th e nature, duration, and extent of your past, current, and
anticipated contacts with Syria and Sudan, whether through subsidiaries, distributors,
resellers, or other direct or indirect arrangements.  Your response should describe any
products, equipment, co mponents, technologies, software, information, support, and
services that you have provided or intend to provide into Syria and Sudan, directly or
indirectly, and any agreements, arrangements, or other contacts you have had with the
governments of those co untries or entities they control .

4. Please discuss for us the materiality of the contacts with Iran, Sudan, and/or Syria you
describe in response to the foregoing comments, and whether those contacts constitute a
material investment risk for your security holders.  You should address materia lity in
quantitative terms, including the approximate dollar amounts of any  associated revenues,
assets, and liabilities for the last three fiscal years and the subsequent interim period .
Also, address materiality in terms of qualitative factors that a re asonable investor would
deem important in making an investment decision, including the potential impact of
corporate activities upon a company’s reputation and share value.  Various state and
municipal governments, universities, and other investors have pr oposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by s uch actions directed toward
companies that have operations associated with Iran, Sudan, or Syria.  In this regard, you
should discuss specifically the above -referenced news reports about the resale of your
products to Iran and the use of your products by t he Iranian government in conducting
monitoring and targeting activities.

Lawrence J. Ellison
Oracle Corporation
November 20 , 2012
Page 3

 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 the information the Securit ies Exchange Act of
1934 and all applicable Exchange Act rules require.  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 ha ve made.

In responding to our comments, please provide 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 respo nse 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 la ws of the United States.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Barbara Jacobs
  Assistant Director
 Division of Corporation Finance