<PAGE>   1

          As filed with the Securities and Exchange Commission on April 29, 1994
                                                     Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 -------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           ORACLE SYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                          <C>
           DELAWARE                              94-2871189
  (State or other jurisdiction                (I.R.S. Employer 
of incorporation or organization)            Identification No.)
</TABLE>

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


                      1991 LONG-TERM EQUITY INCENTIVE PLAN
                            (Full title of the plan)


                             Raymond L. Ocampo, Jr.
               Senior Vice President, General Counsel & Secretary
                           Oracle Systems Corporation
                               500 Oracle Parkway
                         Redwood City, California 94065
                    (Name and address of agent for service)

                                 (415) 506-7000
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
  Title of                        Proposed Maximum      Proposed Maximum       Amount of
Securities to     Amount to be    Offering Price Per   Aggregate Offering    Registration
Be Registered      Registered          Share(1)             Price(1)              Fee
- -----------------------------------------------------------------------------------------                              
<S>                <C>                <C>                <C>                  <C>
Common Stock(2)    8,000,000          $29.9375           $239,500,000         $82,586.79
=========================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee
         in accordance with Rules 457(h) and 457(c) under the Securities Act of
         1933 and based upon an average of the high and low prices reported on
         the NASDAQ National Market System on April 28, 1994.

(2)      The securities include certain rights associated with the Common Stock
         issued pursuant to the Rights Agreement dated December 3, 1990, as
         amended on January 24, 1994.

                              Page 1 of 15 Pages
                            Exhibit Index at Page 9
<PAGE>   2
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         1.      The Registrant's latest annual report, as amended, filed
         pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), that contains audited financial
         statements for the Registrant's latest fiscal year for which such
         statements have been filed (the "Annual Report").

         2.      All other reports filed pursuant to Section 13(a) or 15(d) of
         the Exchange Act since the end of the fiscal year covered by the
         Annual Report.

         3.      The descriptions of the Registrant's Common Stock and of
         certain rights associated with such Common Stock (the "Rights")
         contained in the Registrant's registration statements filed with the
         Commission under Section 12 of the Exchange Act on April 2, 1986 (with
         respect to the Common Stock) and on December 10, 1990 (with respect to
         the Rights), including any amendments or reports filed for the purpose
         of updating such descriptions.

                 All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.


ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.          INTERESTS OF EXPERTS AND NAMED COUNSEL.

                 As of March 31, 1994, attorneys of the Venture Law Group
performing services with respect to this Registration Statement beneficially
owned approximately 13,250 shares of the Registrant's Common Stock.


                                     II-1
                              Page 2 of 15 Pages
<PAGE>   3
ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, the Registrant's Restated Certificate of Incorporation
includes a provision that eliminates the personal liability of each of its
directors for monetary damages for breach of such director's fiduciary duty as
a director, except for liability:  (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders; (ii) for acts of omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law; (iii) under Section 174 of the Delaware General Corporation Law; or
(iv) for any transaction from which the director derived an improper personal
benefit.  The director's liability will be further limited to the extent
permitted by any future amendments to the Delaware General Corporation Law
authorizing the further limitation or elimination of the liability of
directors.

                 In addition, as permitted by Section 145 of the Delaware
General Corporation Law, the Bylaws of the registrant provided that: (i) the
Registrant is required to indemnify its directors, officers and employees, and
persons serving in such capacities in other business enterprises (including,
for example, subsidiaries of the Registrant) at the Registrant's request, to
the fullest extent permitted by Delaware law, including those circumstances in
which indemnification would otherwise be discretionary; (ii) the Registrant is
required to advance expenses, as incurred, to such directors, officers and
employees in connection with defending a proceeding (except that it is not
required to advance expenses to a person against whom the Registrant brings a
claim for breach of the duty of loyalty, failure to act in good faith,
intentional misconduct, knowing violation of the law or deriving an improper
personal benefit); (iii) the rights conferred in the Bylaws are not exclusive
and the Registrant is authorized to enter into indemnification agreements with
such directors, officers and employees; (iv) the Registrant is required to
maintain director and officer liability insurance to the extent it determines
that such insurance is reasonably available; and (v) the Registrant may not
retroactively amend the Bylaw provisions in a way that is adverse to such
directors, officers and employees.

                 The Registrant has entered into indemnification agreements
with its directors and officers containing provisions which provide for the
indemnification of such director or officer, as applicable, to the fullest
extent permitted by Delaware law.

                 The indemnification provisions in the Bylaws, and any
indemnity agreements entered into between the Registrant and its directors or
officers, may be sufficiently broad to permit indemnification of the
Registrant's directors and officers for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not Applicable.


                                     II-2
                              Page 3 of 15 Pages
<PAGE>   4
ITEM 8.          EXHIBITS.

                 Exhibits are as set forth in the Exhibit Index.


ITEM 9.          UNDERTAKINGS.

A.               The undersigned registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

         (a)     To include any prospectus required by Section 10(a)(3) of the
         Securities Act;
         (b)     To reflect in the prospectus any facts or events arising after
         the effective date of the Registration Statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement;
         (c)     To include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement.

         Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

(2)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


B.               The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's Annual Report that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.               Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that


                                     II-3
                              Page 4 of 15 Pages
<PAGE>   5
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant, will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
the registrant, Oracle Systems Corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Redwood City, State
of California, on April 28, 1994.

                                          ORACLE SYSTEMS CORPORATION


                                          By  /s/ Jeffrey O. Henley 
                                              ---------------------
                                                  Jeffrey O. Henley 
                                                  Executive Vice President 
                                                  and Chief Financial Officer

                               POWER OF ATTORNEY

                 Each person whose signature appears below constitutes and
appoints Raymond L. Ocampo, Jr. and Thomas Theodores, and each of them, as
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendment to this registration statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting to said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or any
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.


                                     II-4
                              Page 5 of 15 Pages
<PAGE>   6
                 Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                  Capacity                          Date
<S>                                        <C>                               <C>
Principal Executive Officer:


/s/ Lawrence J. Ellison                    President, Chief                  April 28, 1994
- ---------------------------------          Executive Officer                                                 
Lawrence J. Ellison                        and Director
                                         


Principal Financial Officer:



/s/ Jeffrey O. Henley                      Executive Vice President          April 28, 1994
- ----------------------------------         and Chief Financial Officer                                                 
Jeffrey O. Henley                         



Principal Accounting Officer:



/s/ Thomas A. Williams                     Vice President and                April 28, 1994
- --------------------------------           Corporate Controller                                                
Thomas A. Williams                       



Directors:




/s/ James A. Abrahamson                    Chairman of the Board             April 28, 1994
- -------------------------------            of Directors                                                 
James A. Abrahamson                        



/s/ Donald L. Lucas                        Director                          April 28, 1994
- ------------------------------------                                                        
Donald L. Lucas
</TABLE>


                                     II-5
                              Page 6 of 15 Pages
<PAGE>   7
<TABLE>
<S>                                        <C>                               <C>
/s/ Joseph B. Costello                     Director                          April 28, 1994
- ------------------------------------                                                        
Joseph B. Costello



/s/ Delbert W. Yocam                       Director                          April 28, 1994
- ---------------------------------                                                           
Delbert W. Yocam
</TABLE>


                                     II-6
                              Page 7 of 15 Pages
<PAGE>   8
                       CONSENT OF INDEPENDENT ACCOUNTANTS

         As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
June 25, 1993 included in Oracle Systems Corporation's Annual Report on 
Form 10-K for the fiscal year ended May 31, 1993.


                                          /s/ Arthur Andersen & Co.
                                          ARTHUR ANDERSEN & CO.

San Jose, California
April 29, 1994


                                     II-7
                              Page 8 of 15 Pages
<PAGE>   9
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit                                                                      Sequentially
Number                    Exhibit                                            Numbered Page
- ------                    -------                                            -------------
<S>                       <C>                                                <C>    
4.01 (1)                  Registrant's Restated Certificate of
                          Incorporation, filed with the Secretary
                          of State of Delaware on March 12, 1987.            --

4.02 (2)                  Certificate of Amendment of Certificate
                          of Incorporation, filed with the Secretary
                          of State of Delaware on December 3, 1987.          --

4.03 (3)                  Certificate of Amendment of Certificate
                          of Incorporation, filed with the Secretary
                          of State of Delaware on June 16, 1989.             --

4.04 (4)                  Certificate of Amendment of Certificate
                          of Incorporation, filed with the Secretary
                          of State of Delaware on November 4, 1993.          --

4.05 (5)                  Certificate of Designation specifying the
                          terms of the Series A Junior Participating
                          Preferred Stock of Registrant, filed with
                          the Secretary of State of Delaware on
                          December 7, 1990.                                  --

4.06 (5)                  Rights Agreement between Registrant and
                          the Bank of America, N.T. & S.A. dated
                          December 3, 1990.                                  --


4.07 (6)                  Rights Agent Agreement between Registrant
                          and Harris Trust Company, dated August
                          1, 1991.                                           --

4.08 (6)                  Amendment Number One to Rights
                          Agreement between Registrant and the
                          Bank of America, N.T. & S.A. dated
                          January 24, 1994.                                  --

4.09 (1)                  Registrant's Bylaws, as adopted October
                          30, 1986.                                          --
</TABLE>


                                     II-8
                              Page 9 of 15 Pages
<PAGE>   10
<TABLE>
<S>                       <C>                                                <C>
4.10 (7)                  Amendment to Registrant's Bylaws dated
                          January 13, 1989.                                  --

4.11 (5)                  Amendment to Registrant's Bylaws dated
                          December 3, 1990.                                  --

5.01                      Opinion of Venture Law Group.

5.02                      Opinion of Morris, Nichols, Arsht & Tunnell.

23.01                     Consent of Venture Law Group (included in
                          Exhibit 5.01).

23.02                     Consent of Morris, Nichols, Arsht & Tunnell
                          (included in Exhibit 5.02).

23.03                     Consent of Independent Accountants (see page
                          II-7).

24.01                     Power of Attorney (see page II-4).
</TABLE>

______________
(1)      Incorporated by reference to the Form S-1 Registration Statement filed
         on March 27, 1987, File No. 33-12941.
(2)      Incorporated by reference to the Annual Report on Form 10-K filed on
         August 26, 1988.
(3)      Incorporated by reference to the Annual Report on Form 10-K filed on
         August 25, 1989.
(4)      Incorporated by reference to the Form 10-Q filed on January 6, 1994.
(5)      Incorporated by reference to the Form 8-K filed on December 10, 1990.
(6)      Incorporated by reference to the Form 8-A/A filed on February 28, 1994.
(7)      Incorporated by reference to the Form 10-Q filed on January 11, 1991.


                                     II-9
                             Page 10 of 15 Pages
[{"type": "S-8", "sequence": "1", "description": "LONG TERM EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 21449}]
{"company-data": {"conformed-name": "ORACLE SYSTEMS CORP", "cik": "0000777676", "assigned-sic": "7372", "irs-number": "942871189", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53355", "film-number": "94525244"}, "business-address": {"street1": "500 ORACLE PKWY", "city": "REDWOOD CITY", "state": "CA", "zip": "94065", "phone": "4155067000"}, "mail-address": {"street1": "500 ORACLE PARKWAY", "street2": "BOX 659506", "city": "REDWOOD CITY", "state": "CA", "zip": "94065"}}
1

          As filed with the Securities and Exchange Commission on April 29, 1994
                                                     Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 -------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           ORACLE SYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                              94-2871189
  (State or other jurisdiction                (I.R.S. Employer 
of incorporation or organization)            Identification No.)
500 Oracle Parkway
                         Redwood City, California 94065
          (Address of Principal Executive Offices Including Zip Code)

                      1991 LONG-TERM EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                             Raymond L. Ocampo, Jr.
               Senior Vice President, General Counsel & Secretary
                           Oracle Systems Corporation
                               500 Oracle Parkway
                         Redwood City, California 94065
                    (Name and address of agent for service)

                                 (415) 506-7000
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
=========================================================================================
  Title of                        Proposed Maximum      Proposed Maximum       Amount of
Securities to     Amount to be    Offering Price Per   Aggregate Offering    Registration
Be Registered      Registered          Share(1)             Price(1)              Fee
- -----------------------------------------------------------------------------------------
Common Stock(2)    8,000,000          $29.9375           $239,500,000         $82,586.79
=========================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee
         in accordance with Rules 457(h) and 457(c) under the Securities Act of
         1933 and based upon an average of the high and low prices reported on
         the NASDAQ National Market System on April 28, 1994.

(2)      The securities include certain rights associated with the Common Stock
         issued pursuant to the Rights Agreement dated December 3, 1990, as
         amended on January 24, 1994.

                              Page 1 of 15 Pages
                            Exhibit Index at Page 9
2
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         1.      The Registrant's latest annual report, as amended, filed
         pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), that contains audited financial
         statements for the Registrant's latest fiscal year for which such
         statements have been filed (the "Annual Report").

         2.      All other reports filed pursuant to Section 13(a) or 15(d) of
         the Exchange Act since the end of the fiscal year covered by the
         Annual Report.

         3.      The descriptions of the Registrant's Common Stock and of
         certain rights associated with such Common Stock (the "Rights")
         contained in the Registrant's registration statements filed with the
         Commission under Section 12 of the Exchange Act on April 2, 1986 (with
         respect to the Common Stock) and on December 10, 1990 (with respect to
         the Rights), including any amendments or reports filed for the purpose
         of updating such descriptions.

                 All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.          INTERESTS OF EXPERTS AND NAMED COUNSEL.

                 As of March 31, 1994, attorneys of the Venture Law Group
performing services with respect to this Registration Statement beneficially
owned approximately 13,250 shares of the Registrant's Common Stock.

                                     II-1
                              Page 2 of 15 Pages
3
ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, the Registrant's Restated Certificate of Incorporation
includes a provision that eliminates the personal liability of each of its
directors for monetary damages for breach of such director's fiduciary duty as
a director, except for liability:  (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders; (ii) for acts of omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law; (iii) under Section 174 of the Delaware General Corporation Law; or
(iv) for any transaction from which the director derived an improper personal
benefit.  The director's liability will be further limited to the extent
permitted by any future amendments to the Delaware General Corporation Law
authorizing the further limitation or elimination of the liability of
directors.

                 In addition, as permitted by Section 145 of the Delaware
General Corporation Law, the Bylaws of the registrant provided that: (i) the
Registrant is required to indemnify its directors, officers and employees, and
persons serving in such capacities in other business enterprises (including,
for example, subsidiaries of the Registrant) at the Registrant's request, to
the fullest extent permitted by Delaware law, including those circumstances in
which indemnification would otherwise be discretionary; (ii) the Registrant is
required to advance expenses, as incurred, to such directors, officers and
employees in connection with defending a proceeding (except that it is not
required to advance expenses to a person against whom the Registrant brings a
claim for breach of the duty of loyalty, failure to act in good faith,
intentional misconduct, knowing violation of the law or deriving an improper
personal benefit); (iii) the rights conferred in the Bylaws are not exclusive
and the Registrant is authorized to enter into indemnification agreements with
such directors, officers and employees; (iv) the Registrant is required to
maintain director and officer liability insurance to the extent it determines
that such insurance is reasonably available; and (v) the Registrant may not
retroactively amend the Bylaw provisions in a way that is adverse to such
directors, officers and employees.

                 The Registrant has entered into indemnification agreements
with its directors and officers containing provisions which provide for the
indemnification of such director or officer, as applicable, to the fullest
extent permitted by Delaware law.

                 The indemnification provisions in the Bylaws, and any
indemnity agreements entered into between the Registrant and its directors or
officers, may be sufficiently broad to permit indemnification of the
Registrant's directors and officers for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not Applicable.

                                     II-2
                              Page 3 of 15 Pages
4
ITEM 8.          EXHIBITS.

                 Exhibits are as set forth in the Exhibit Index.

ITEM 9.          UNDERTAKINGS.

A.               The undersigned registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

         (a)     To include any prospectus required by Section 10(a)(3) of the
         Securities Act;
         (b)     To reflect in the prospectus any facts or events arising after
         the effective date of the Registration Statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement;
         (c)     To include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement.

         Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

(2)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

B.               The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's Annual Report that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.               Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that

                                     II-3
                              Page 4 of 15 Pages
5
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant, will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
the registrant, Oracle Systems Corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Redwood City, State
of California, on April 28, 1994.

                                          ORACLE SYSTEMS CORPORATION

                                          By  /s/ Jeffrey O. Henley 
                                              ---------------------
                                                  Jeffrey O. Henley 
                                                  Executive Vice President 
                                                  and Chief Financial Officer

                               POWER OF ATTORNEY

                 Each person whose signature appears below constitutes and
appoints Raymond L. Ocampo, Jr. and Thomas Theodores, and each of them, as
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendment to this registration statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting to said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or any
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.

                                     II-4
                              Page 5 of 15 Pages
6
                 Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                  Capacity                          Date
Principal Executive Officer:

/s/ Lawrence J. Ellison                    President, Chief                  April 28, 1994
- ---------------------------------          Executive Officer                                                 
Lawrence J. Ellison                        and Director
                                         

Principal Financial Officer:

/s/ Jeffrey O. Henley                      Executive Vice President          April 28, 1994
- ----------------------------------         and Chief Financial Officer                                                 
Jeffrey O. Henley                         

Principal Accounting Officer:

/s/ Thomas A. Williams                     Vice President and                April 28, 1994
- --------------------------------           Corporate Controller                                                
Thomas A. Williams                       

Directors:

/s/ James A. Abrahamson                    Chairman of the Board             April 28, 1994
- -------------------------------            of Directors                                                 
James A. Abrahamson                        

/s/ Donald L. Lucas                        Director                          April 28, 1994
- ------------------------------------                                                        
Donald L. Lucas
II-5
                              Page 6 of 15 Pages
7
/s/ Joseph B. Costello                     Director                          April 28, 1994
- ------------------------------------                                                        
Joseph B. Costello

/s/ Delbert W. Yocam                       Director                          April 28, 1994
- ---------------------------------                                                           
Delbert W. Yocam
II-6
                              Page 7 of 15 Pages
8
                       CONSENT OF INDEPENDENT ACCOUNTANTS

         As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
June 25, 1993 included in Oracle Systems Corporation's Annual Report on 
Form 10-K for the fiscal year ended May 31, 1993.

                                          /s/ Arthur Andersen & Co.
                                          ARTHUR ANDERSEN & CO.

San Jose, California
April 29, 1994

                                     II-7
                              Page 8 of 15 Pages
9
                               INDEX TO EXHIBITS
Exhibit                                                                      Sequentially
Number                    Exhibit                                            Numbered Page
- ------                    -------                                            -------------
4.01 (1)                  Registrant's Restated Certificate of
                          Incorporation, filed with the Secretary
                          of State of Delaware on March 12, 1987.            --

4.02 (2)                  Certificate of Amendment of Certificate
                          of Incorporation, filed with the Secretary
                          of State of Delaware on December 3, 1987.          --

4.03 (3)                  Certificate of Amendment of Certificate
                          of Incorporation, filed with the Secretary
                          of State of Delaware on June 16, 1989.             --

4.04 (4)                  Certificate of Amendment of Certificate
                          of Incorporation, filed with the Secretary
                          of State of Delaware on November 4, 1993.          --

4.05 (5)                  Certificate of Designation specifying the
                          terms of the Series A Junior Participating
                          Preferred Stock of Registrant, filed with
                          the Secretary of State of Delaware on
                          December 7, 1990.                                  --

4.06 (5)                  Rights Agreement between Registrant and
                          the Bank of America, N.T. & S.A. dated
                          December 3, 1990.                                  --

4.07 (6)                  Rights Agent Agreement between Registrant
                          and Harris Trust Company, dated August
                          1, 1991.                                           --

4.08 (6)                  Amendment Number One to Rights
                          Agreement between Registrant and the
                          Bank of America, N.T. & S.A. dated
                          January 24, 1994.                                  --

4.09 (1)                  Registrant's Bylaws, as adopted October
                          30, 1986.                                          --
II-8
                              Page 9 of 15 Pages
10
4.10 (7)                  Amendment to Registrant's Bylaws dated
                          January 13, 1989.                                  --

4.11 (5)                  Amendment to Registrant's Bylaws dated
                          December 3, 1990.                                  --

5.01                      Opinion of Venture Law Group.

5.02                      Opinion of Morris, Nichols, Arsht & Tunnell.

23.01                     Consent of Venture Law Group (included in
                          Exhibit 5.01).

23.02                     Consent of Morris, Nichols, Arsht & Tunnell
                          (included in Exhibit 5.02).

23.03                     Consent of Independent Accountants (see page
                          II-7).

24.01                     Power of Attorney (see page II-4).
______________
(1)      Incorporated by reference to the Form S-1 Registration Statement filed
         on March 27, 1987, File No. 33-12941.
(2)      Incorporated by reference to the Annual Report on Form 10-K filed on
         August 26, 1988.
(3)      Incorporated by reference to the Annual Report on Form 10-K filed on
         August 25, 1989.
(4)      Incorporated by reference to the Form 10-Q filed on January 6, 1994.
(5)      Incorporated by reference to the Form 8-K filed on December 10, 1990.
(6)      Incorporated by reference to the Form 8-A/A filed on February 28, 1994.
(7)      Incorporated by reference to the Form 10-Q filed on January 11, 1991.

                                     II-9
                             Page 10 of 15 Pages