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SEC Correspondence

 500 Oracle Parkway

 Redwood
Shores

 California 94065

 phone 650.506.7000

oracle.com

February 17, 2011

VIA EDGAR

Mr. Patrick Gilmore

 Accounting Branch
Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549-5546

Re: Oracle Corporation

 Form 10-K for the Fiscal Year Ended May 31, 2010

 Filed
July 1, 2010

 File No. 000-51788

 Dear Mr. Gilmore:

 This letter responds to the comments set forth in the
letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to Lawrence J. Ellison, Chief Executive Officer of Oracle Corporation (“Oracle” or the “Company”), dated
February 3, 2011, regarding Oracle’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010.

 Form 10-K for the
Fiscal Year Ended May 31, 2010

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

 Executive Compensation

 Annual Performance Cash Bonus, page 30

1.
 You state that your executive compensation program is designed primarily to incentivize and reward the achievement of financial and performance
goals and that your annual performance cash bonus plan is formula-based and seeks to motivate your senior executives by rewarding them when your annual 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 disclosure is either immaterial or not required pursuant to Instruction 4 to Item 402(b) of Regulation S-K. For

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 2

additional guidance, please refer to Regulation S-K Compliance and Disclosure Interpretation 118.04.

Response: We respectfully advise the Staff that the purpose of our executive cash bonus plan is to incentivize our executives to
continue to increase our non-GAAP pre-tax profits over the prior fiscal year, as opposed to achieving a specific profitability target. As disclosed in our proxy statement filed with the SEC on September 7, 2010 (the “2010 Proxy
Statement”), each named executive officer received a specified percentage of any year-over-year growth in our non-GAAP pre-tax profits. Therefore, we disclosed in our 2010 Proxy Statement all of the material terms of our executive cash bonus
program, which we consider to be the following:

(1)
The bonus formula: Each named executive officer received a specified percentage of any annual growth in our non-GAAP pre-tax profits, and we disclosed each named
executive officer’s percentage.

(2)
The financial metric used: The only metric was our annual growth in non-GAAP pre-tax profits, and we disclosed what comprised that financial metric.

(3)
The reasons for using the financial metric: We must achieve an increase in our annual non-GAAP pre-tax profits in order for the named executive officers to
receive any cash bonus, and we disclosed why we believe this aligns our named executive officers’ interests with our business goals.

(4)
The actual bonus amount: Each of our named executive officers received an annual cash bonus determined by his/her formula, and we disclosed the actual bonus
amount they received.

 In addition, as per our response to comment 2 below, in future filings, we will disclose
the actual results by disclosing the amount of our annual growth in non-GAAP pre-tax profits.

 We believe that the above
mentioned disclosure provides investors with all of the material information necessary to understand our executive cash bonus plan as required by Instruction 1 to Item 402(b) of Regulation S-K. Respectfully, we therefore do not believe
disclosure of annual financial performance goals is

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 3

material to an understanding of our compensation policies or decisions regarding our named executive officers.

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 over 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 choosing non-GAAP pre-tax profits as the metric used in your fiscal 2010 executive bonus plan.

Response: In future filings, we will disclose the amount of our growth in non-GAAP pre-tax profits over the preceding fiscal
year.

 We respectfully advise the Staff that, as disclosed in our 2010 Proxy Statement, in setting the specified percentage
for each named executive officers’ bonus, the Compensation Committee uses its subjective judgment to determine the appropriate incentives to adequately motivate and reward our executives, rather than using a specific formula or targeting a
specific dollar amount. For example, Mr. Ellison’s bonus formula has the highest percentage for the reasons described on page 34 of our 2010 Proxy Statement (in particular, because “he is not only our CEO with overall responsibility
for our business strategy, operations and corporate vision, he is also our founder who has guided Oracle for more than 30 years and who the Compensation Committee believes is vital to our success as a company going forward”). As disclosed in
our 2010 Proxy Statement, the Compensation Committee set the bonus formulas for the other named executive officers using the subjective and collective judgment of the members of the committee after consulting with our CEO. However, in future
filings, we will expand on our disclosure of how the Compensation Committee decided upon the specific formula for the other named executive officers by focusing on the most material subjective criteria for different individuals.

Throughout the Compensation Discussion and Analysis section of the 2010 Proxy Statement, we discussed the financial metric we used in
our executive cash bonus plan and why we use this metric. In future filings, we will continue to provide, and will expand on or revise when necessary or appropriate, the following reasons

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 4

that this metric was selected but will do so in one place with a descriptive heading:

—

 The metric we use emphasizes the creation of stockholder value through annual growth in our company-wide, pre-tax profits on a non-GAAP basis.

—

 Non-GAAP pre-tax profitability is regularly used by our management to understand, manage and evaluate our business and make operating decisions.

—

 The Compensation Committee believes using this metric further aligns our executives’ interests with our business goals because it requires
improved financial performance before any bonus under the executive cash bonus plan is paid.

 Long-term Incentive
Compensation-Stock Options, page 31

3.
We note your disclosure of the factors that the Compensation Committee considers in determining the size of option grants to your named executive officers. In
future filings, please additionally disclose how the Compensation Committee decided upon the specific size of the options grants to your named executive officers. For example, how did the Compensation Committee determine that Mr. Ellison should
be given an option grant of 7,000,000 shares while Mr. Epstein received an option grant of 500,000 shares?

 Response: We respectfully advise the Staff that, as disclosed in our 2010 Proxy Statement, the Compensation Committee considers a number of factors in determining the size of option grants to our
named executive officers and does not have a formula by which it determines which of the listed factors is more or less important. For example, the Compensation Committee does not target a dollar value, but instead makes a subjective decision on the
amount it believes is needed to retain and motivate these executives given that the awards only have value if our long-term stock price increases and the executive remains with us.

In particular, and as we disclosed in our 2010 Proxy Statement under the heading “Determination of Executive Compensation Amounts
for Fiscal 2010,” Mr. Ellison received the largest equity award based on the Compensation Committee’s subjective evaluation of, among other matters, his contributions to our superior

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 5

financial performance in fiscal 2010, the critical role he plays in executing our business and acquisition strategies, the unique contributions he makes to Oracle as its founder and to provide an
incentive for superior stock price performance. As discussed in our 2010 Proxy Statement, the Compensation Committee recognized that Mr. Ellison has a significant equity interest in Oracle, but believed he should still receive annual incentive
compensation because Mr. Ellison plays an active and vital role in our operations, strategy and growth.

In future filings, we will expand on our disclosure of how the Compensation Committee decided upon the specific size of the option shares granted to our other named
executive officers by focusing on the most material subjective criteria for different individuals. For example, Ms. Catz received the next largest option grant because of her significant responsibility as a President, which included not only
assisting our CEO with setting our overall business strategy but also executing on that strategy. As disclosed on page 33 of the 2010 Proxy Statement, Mr. Kurian received a large stock option grant because he was promoted during fiscal 2010,
whereas Mr. Epstein received half the number of option shares that he received in fiscal 2009 because his fiscal 2009 grant was an initial hire option grant, which is often higher than an annual option grant. However, and as disclosed in our
2010 Proxy Statement, the size of a given stock option grant was a subjective decision by the Compensation Committee, and there was no specific formula to explain the differences among individuals.

Item 15. Exhibits and Financial Statement Schedules, page 80

4.
It appears that one of the exhibits that you have filed with the Form 10-K and listed in the exhibit index omits certain other exhibits or schedules. Please explain
to us why Exhibit 10.19 (a $2 billion 364-Day Revolving Credit Agreement dated as of March 18, 2008), which is incorporated by reference to exhibit 10.29 of the Form 8-K filed on March 21, 2008, omits exhibits and schedules that are part
of this Exhibit 10.19. Additionally, it is unclear to us whether you continue to utilize 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 and explain to us why you have not provided disclosure regarding this credit agreement in the Form 10-K. Please see Item 601 of Regulation S-K.

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 6

 Response: We did not provide disclosure regarding this credit agreement in the
Form 10-K because no amount was outstanding under the agreement during our fiscal years ended May 31, 2010 and 2009. The credit agreement expired pursuant to its terms on March 17, 2009, which was during the fiscal year prior to the
fiscal year ended May 31, 2010 reported in the Form 10-K. We nevertheless continued to include this exhibit, including a schedule containing the dollar amounts of the various commitments under this agreement, in our Form 10-K because it
had been entered into not more than two years before such filing in accordance with Item 601(10) of Regulation S-K. We respectfully submit that the credit agreement is no longer material to Oracle or its stockholders and that filing a complete
copy containing all exhibits and schedules at this point in time would suggest otherwise. To the extent we enter into future similar agreements that are material, we will in future filings include the related exhibits and schedules as required by
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 related costs of goods sold or services provided.

Response: We make a periodic assessment of the manner in which we present amortization of intangible assets in our Consolidated
Statements of Operations and consider whether certain amounts should be included as a component of cost of goods sold or cost of services. Our most recent evaluations were performed during our third quarter of fiscal 2010 in connection with our
acquisition of Sun Microsystems, Inc. and again in the fourth quarter of fiscal 2010 as a part of our annual reporting processes. Our primary considerations are the significance of the amortization expenses that would be allocated to cost of goods
sold and cost of services, and whether making such an allocation would assist the users of our financial statements in better understanding our results of operations. A secondary consideration is the fact that we do not present a gross profit
subtotal

 Mr. Patrick Gilmore

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

 Page
 7

for any of our revenue lines on our statement of operations, and we are not aware of specific financial reporting requirements to include amortization of intangibles within cost of goods sold. We
believe the allocation of a portion of intangible asset amortization to cost of goods sold and to cost of services, while presenting all other intangible asset amortization as a separate line item within our consolidated statements of operations,
would not present our results of operations more clearly and would be more confusing to the users of our financial statements.

 Notes to
Consolidated Financial Statements

 Note 1. Organization and Significant 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, trends, inputs, techniques
or assumptions that are incorporated into your analysis. For example, please 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 determined. Please
refer to ASC 605-25-50-2.

 Response: The process we have followed to determine estimated selling
price (“ESP”) for non-software products and services begins with management’s consideration of our overall pricing model and objectives. Management then considers how the relevant market conditions and entity-specific factors affect
those pricing objectives. As noted in our disclosure, management considers many factors in establishing the ESP. Our principal method of evaluating the ESP is a review of historical transactions, including transactions where the underlying products
were sold on a standalone basis. We then