UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) August 2 24, 2005

Oracle Corporation

(Exact name of Registrant as Specified in its Charter)

Delaware

0-14376

94-2871189

(State or Other Jurisdiction

of Incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)


500 Oracle Parkway, Redwood City, California		94065
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (650) 506-7000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 8 – ~~Other~~Registrant’s ~~Events~~Business and Operations

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement

OnAmendment ~~August~~of 2,Offer ~~2005,~~Letter ~~Oracle,~~to ~~through~~Charles ~~a wholly-owned subsidiary, entered into a Share Purchase Agreement with OrbiTech Limited, a subsidiary of Citigroup Inc~~E., ~~for the purchase of 32~~Phillips,~~236,000~~ ~~shares of i-flex solutions ltd~~Jr., anPresident Indian company (Bombay Stock Exchange: IFLX.BO and National Stock Exchange of India: IFLX.NS). The shares to be purchased from OrbiTech constitute approximately 41% of the outstanding common stock of i-flex.

~~Under~~On ~~the~~August 26, ~~terms~~2005, ofwe amended the ~~Share~~ ~~Purchase~~offer ~~Agreement~~letter dated May 14, ~~Oracle~~2003, ~~will~~to ~~pay~~Charles ~~800~~E. ~~Indian~~Phillips, ~~rupees~~Jr., ~~per~~one ~~share~~of our Presidents, ~~for~~whereby Mr. Phillips aagreed ~~total~~to ~~purchase~~delete ~~price~~the ofseverance ~~25,788,800,000~~provisions ~~rupees,~~from orhis ~~approximately~~offer ~~$592~~letter.8 ~~million.~~

AsThe adescription ~~result~~above ~~of entering into the Share Purchase Agreement, under Indian law Oracle~~ is ~~obligated~~a tosummary ~~make an open offer to purchase up to 20%~~ of ~~the outstanding equity of i-flex~~Mr. Phillips’ ~~Oracle~~amendment ~~will~~to ~~make~~his ~~the open~~ offer atletter ~~882.62~~and ~~rupees~~is ~~per~~qualified ~~share.~~in Ifits ~~the~~entirety ~~open~~by ~~offer is fully subscribed,~~ the ~~additional~~amendment ~~purchase~~to ~~price~~his ~~would~~offer beletter ~~approximately~~which ~~$316~~is ~~million,~~filed ~~and~~as ~~the~~Exhibit 10.25 ~~total~~to ~~consideration~~this ~~would be approximately $909 million~~report.

~~The~~Discretionary ~~purchase~~Bonus isto ~~conditioned~~Charles ~~upon~~E. ~~customary closing conditions~~Phillips, ~~including that: (i) no action~~Jr., ~~proceeding,~~President injunction, order or decree shall prohibit or materially restrict the consummation of the transactions in the Share Purchase Agreement; (ii) all necessary government approvals have been received, including Indian regulatory approvals and antitrust approvals from the United States, Germany and Ireland; (iii) there have not been any state of facts, conditions or changes which would have a material adverse effect on i-flex; and (iv) the open offer has closed.

~~The~~On ~~parties~~August 24, ~~expect~~2005, the ~~purchase~~Compensation toCommittee of the Board of ~~close~~Directors byapproved the ~~end~~payment of ~~2005~~a discretionary bonus of $1,000,000 ~~although~~to ~~there~~Mr. Phillips ~~can~~which was separate from his bonus payment under, and therefore outside of, our Fiscal Year 2005 Executive Bonus Plan. We believe this discretionary bonus may not be nodeductible ~~assurances~~under ~~that~~Section 162(m) of the ~~purchase~~Internal ~~will~~Revenue ~~close~~Code of 1986, as amended. This additional bonus was paid in ~~that~~recognition ~~time~~of ~~period~~Mr. Phillips’ extraordinary efforts during fiscal year 2005 towards our outreach to customers and our success against our competition, as well as his significant contributions during fiscal year 2005 to our financial performance and our overall business strategy. This discretionary bonus has also been disclosed in our proxy statement relating to our 2005 Annual Meeting.

On August 2, 2005, Oracle issued a press release announcing that it had entered into the Share Purchase Agreement, which is attached hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits

(c)

Exhibits

9910.125 ~~Press~~Amendment ~~Release~~ dated August 226, 2005, ofto ~~Oracle~~the ~~Corporation~~Offer Letter dated May 14, 2003, to Charles E. Phillips, Jr.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~ORACLE CORPORATION~~		ORACLE CORPORATION
Dated: August 8, 2005	By:	/s/ Greg Maffei
Dated:	August 30, 2005		By:	/s/ Martin J. Collins
	Name:	Greg Maffei
				Name: Martin J. Collins
	Title:	President and Chief Financial Officer
				Title: Vice President, Associate General Counsel and Assistant Secretary

Exhibit Index

9910.125 ~~Press~~Amendment ~~release~~ dated August 226, 2005, ofto ~~Oracle~~the ~~Corporation~~Offer Letter dated May 14, 2003, to Charles E. Phillips, Jr.

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