content: <PAGE>
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 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): April 8, 2002
  
  
                                 ORACLE CORPORATION
               (Exact name of registrant as specified in its charter)
  
                           Commission file number 0-14376
  
                   Delaware                                94-2871189
       (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                 Identification No.)
  
  
                                 500 Oracle Parkway
                           Redwood City, California 94065
            (Address of principal executive offices, including zip code)
  
                                   (650) 506-7000
                (Registrant's telephone number, including area code)
  
  <PAGE>
  
  Item 4. Changes in Registrant's Certifying Accountant.
  
       On April 8, 2002, Oracle Corporation (the "Company") dismissed its
  independent auditors, Arthur Andersen LLP ("AA") and engaged the services of
  Ernst & Young LLP ("E&Y") as its new independent auditors for its current fiscal
  year, ending May 31, 2002. The Company's Finance and Audit Committee of the
  Board (the "Audit Committee") authorized the dismissal of AA and the engagement
  of E&Y.
  
       In deciding to select E&Y, the Audit Committee reviewed auditor
  independence issues raised by commercial relationships the Company has with the
  other "Big Five" accounting firms. With respect to E&Y, which has no commercial
  relationship with the Company that would impair its independence, the Audit
  Committee considered the special circumstances involving Jennifer Minton, the
  Company's principal accounting officer, who is married to a partner in E&Y's
  life sciences practice. This E&Y partner (a) is not part of the audit engagement
  team; (b) is not in the chain of command relative to the audit engagement; (c)
  has not and will not render non-audit services to Oracle; and (d) is not a
  partner in the same office as the primary engagement partner on the Oracle
  account. The Audit Committee sought and obtained assurances that this
  relationship does not impair E&Y's independence, and E&Y has agreed to follow
  stringent procedures specified by the Audit Committee to ensure that E&Y will
  maintain its independence.
  
       During the two most recent fiscal years of the Company ended May 31, 2001,
  and the subsequent interim period through April 8, 2002, there were no
  disagreements between the Company and AA on any matter of accounting principles
  or practices, financial statement disclosure, or auditing scope or procedure,
  which disagreements, if not resolved to AA's satisfaction, would have caused AA
  to make reference to the subject matter of the disagreement in connection with
  its reports; and there were no reportable events described under Item
  304(a)(1)(v) of Regulation S-K.
  
       The audit reports of AA on the consolidated financial statements of the
  Company as of and for the fiscal years ended May 31, 2000 and 2001 did not
  contain any adverse opinion or disclaimer of opinion, nor were they qualified or
  modified as to uncertainty, audit scope or accounting principles. A letter from
  AA is attached hereto as Exhibit 16.1, indicating its concurrence with the
  disclosures in this and the preceding paragraph.
  
       During the two most recent fiscal years of the Company ended May 31, 2001,
  and the subsequent interim period through April 8, 2002, the Company did not
  consult with E&Y regarding any of the matters or events set forth in Item
  304(a)(2)(i) and (ii) of Regulation S-K.
  
  <PAGE>
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
      (c) Exhibits.
  
          Exhibit
          Number                           Description
  
          16.1     Letter of Arthur Andersen LLP regarding change in independent
                   auditor.
  
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrants have duly caused this report to be signed on their behalf by the
  undersigned thereunto duly authorized.
  
  Date: April 10, 2002                  Oracle Corporation
  
                                        By: /s/ Jeffrey O. Henley
  
                                            Jeffrey O. Henley
                                            Executive Vice President and
                                            Chief Financial Officer
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number                         Description
  
  16.1     Letter of Arthur Andersen LLP regarding change in independent
           auditor.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "d8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4905}]
metadata_filer: {"company-data": {"conformed-name": "ORACLE CORP /DE/", "cik": "0000777676", "assigned-sic": "7372", "irs-number": "942871189", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14376", "film-number": "02607440"}, "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"}, "former-company": {"former-conformed-name": "ORACLE SYSTEMS CORP", "date-changed": "19920703"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 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): April 8, 2002
  
                                 ORACLE CORPORATION
               (Exact name of registrant as specified in its charter)
  
                           Commission file number 0-14376
  
                   Delaware                                94-2871189
       (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                 Identification No.)
  
                                 500 Oracle Parkway
                           Redwood City, California 94065
            (Address of principal executive offices, including zip code)
  
                                   (650) 506-7000
                (Registrant's telephone number, including area code)
  Item 4. Changes in Registrant's Certifying Accountant.
  
       On April 8, 2002, Oracle Corporation (the "Company") dismissed its
  independent auditors, Arthur Andersen LLP ("AA") and engaged the services of
  Ernst & Young LLP ("E&Y") as its new independent auditors for its current fiscal
  year, ending May 31, 2002. The Company's Finance and Audit Committee of the
  Board (the "Audit Committee") authorized the dismissal of AA and the engagement
  of E&Y.
  
       In deciding to select E&Y, the Audit Committee reviewed auditor
  independence issues raised by commercial relationships the Company has with the
  other "Big Five" accounting firms. With respect to E&Y, which has no commercial
  relationship with the Company that would impair its independence, the Audit
  Committee considered the special circumstances involving Jennifer Minton, the
  Company's principal accounting officer, who is married to a partner in E&Y's
  life sciences practice. This E&Y partner (a) is not part of the audit engagement
  team; (b) is not in the chain of command relative to the audit engagement; (c)
  has not and will not render non-audit services to Oracle; and (d) is not a
  partner in the same office as the primary engagement partner on the Oracle
  account. The Audit Committee sought and obtained assurances that this
  relationship does not impair E&Y's independence, and E&Y has agreed to follow
  stringent procedures specified by the Audit Committee to ensure that E&Y will
  maintain its independence.
  
       During the two most recent fiscal years of the Company ended May 31, 2001,
  and the subsequent interim period through April 8, 2002, there were no
  disagreements between the Company and AA on any matter of accounting principles
  or practices, financial statement disclosure, or auditing scope or procedure,
  which disagreements, if not resolved to AA's satisfaction, would have caused AA
  to make reference to the subject matter of the disagreement in connection with
  its reports; and there were no reportable events described under Item
  304(a)(1)(v) of Regulation S-K.
  
       The audit reports of AA on the consolidated financial statements of the
  Company as of and for the fiscal years ended May 31, 2000 and 2001 did not
  contain any adverse opinion or disclaimer of opinion, nor were they qualified or
  modified as to uncertainty, audit scope or accounting principles. A letter from
  AA is attached hereto as Exhibit 16.1, indicating its concurrence with the
  disclosures in this and the preceding paragraph.
  
       During the two most recent fiscal years of the Company ended May 31, 2001,
  and the subsequent interim period through April 8, 2002, the Company did not
  consult with E&Y regarding any of the matters or events set forth in Item
  304(a)(2)(i) and (ii) of Regulation S-K.
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
      (c) Exhibits.
  
          Exhibit
          Number                           Description
  
          16.1     Letter of Arthur Andersen LLP regarding change in independent
                   auditor.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrants have duly caused this report to be signed on their behalf by the
  undersigned thereunto duly authorized.
  
  Date: April 10, 2002                  Oracle Corporation
  
                                        By: /s/ Jeffrey O. Henley
  
                                            Jeffrey O. Henley
                                            Executive Vice President and
                                            Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit
  Number                         Description
  
  16.1     Letter of Arthur Andersen LLP regarding change in independent
           auditor.