As filed with the Securities and Exchange Commission on March 23, 2001
                                                   Registration No. 33-


                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549
                   ------------------------------------------

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

                               ACXIOM CORPORATION
             (Exact name of Registrant as specified in its charter)

             Delaware                                         71-0581897
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                        Identification Number)

                        P.O. Box 8180, 1 Information Way
                        Little Rock, Arkansas 72203-8180
                        (Address, including zip code, of
                    registrant's principal executive offices)
                      -------------------------------------

                               ACXIOM CORPORATION
                             RETIREMENT SAVINGS PLAN
                            (Full title of the plan)
                     --------------------------------------

                                Charles D. Morgan
                       Chairman of the Board and President
                                (Company Leader)
                               Acxiom Corporation
                        P.O. Box 8180, 1 Information Way
                        Little Rock, Arkansas 72203-8180
                                 (501) 342-1000
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                               Jeffrey J. Gearhart
                                 Kutak Rock LLP
                             425 West Capitol Avenue
                                   Suite 1100
                           Little Rock, Arkansas 72201
                                 (501) 975-3000


<PAGE>

                         CALCULATION OF REGISTRATION FEE

                                 Proposed        Proposed
   Titles of         Amount       Maximum         Maximum
 Shares to be        To Be        Offering       Aggregate          Amount of
  Registered       Registered    Per Share    Offering Price    Registration Fee


  Common Stock,
$.10 Par Value(1)   2,500,000     $21.00      $52,500,000.00      $13,125.00(2)


         (1) In addition,  pursuant to Rule 416(c) under the  Securities  Act of
1933,  this  registration  statement  also  covers  an  indeterminate  amount of
interests to be offered or sold pursuant to the employee  benefit plan described
herein.

         (2) Estimated  solely for the purpose of calculating  the  registration
fee in  accordance  with Rule 457(h),  based on the average of the reported high
and low sales prices of shares of Acxiom Common Stock on the NASDAQ on March 22,
2001.

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

                                EXPLANATORY NOTE

         The  information  called for by Part I of Form S-8 is  included  in the
Summary Plan Description of the Acxiom Corporation  Retirement Savings Plan (the
"Plan") to be  delivered  to persons  purchasing  shares  pursuant  to the Plan.
Pursuant to the Note to Part I of Form S-8, that  information is not being filed
with or included in this Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         We incorporate by reference the documents  listed below, as of the date
of filing of such documents with the Securities and Exchange Commission:

          (1)  Our Annual  Report on Form 10-K for the fiscal  year ended  March
               31, 2000;

          (2)  Our Quarterly  Report on Form 10-Q for the quarter ended June 30,
               2000;

          (3)  Our Current Report on Form 8-K dated July 19, 2000;


<PAGE>

          (4)  Our Quarterly Report on Form 10-Q for the quarter ended September
               30, 2000;

          (5)  Our Quarterly  Report on Form 10-Q for the quarter ended December
               31, 2000;

          (6)  The   description   of  our  capital   stock   contained  in  the
               registration statement on Form 8-A of CCX Network, Inc., which is
               now known as Acxiom Corporation,  dated February 4, 1985, and any
               amendments or updates to that form; and

          (7)  The description of our preferred stock purchase rights  contained
               in the registration statement on Form 8-A dated January 28, 1998,
               as amended by Form 8-A/A dated June 4, 1998.

         In  addition,  all  documents  subsequently  filed  by us  pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934 (the
"Exchange  Act"),  prior  to the  filing  of a  post-effective  amendment  which
indicates  that  all  securities  offered  hereunder  have  been  sold or  which
deregisters all shares 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.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be  modified  or  superseded  for all  purposes  of this  registration
statement to the extent that a statement  contained  herein or therein or in any
other  subsequently  filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Exculpation.  Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  provided that such provision may not eliminate or limit the liability
of a  director  for  any  breach  of  the  director's  duty  of  loyalty  to the
corporation  or its  stockholders,  for acts or  omissions  not in good faith or
which  involve  intentional  misconduct  or a knowing  violation of law, for any
unlawful  payment of dividends or unlawful stock purchase or redemption,  or for
any transaction from which the director derived an improper personal benefit.

         The Acxiom Charter  provides  that, to the fullest extent  permitted by
Delaware  corporate  law,  a  director  shall not be  liable  to Acxiom  and its
stockholders for monetary damages for a breach of fiduciary duty as a director.

         Indemnification.  Section 145 of the Delaware  corporate  law permits a
corporation  to indemnify any of its directors or officers who was or is a party
or is threatened  to be made a party to any third party  proceeding by reason of


<PAGE>

the fact that such  person is or was a director  or officer of the  corporation,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such  action,  suit or  proceeding,  if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe that such person's  conduct was
unlawful. In a derivative action, i.e., one by or in the right of a corporation,
the  corporation  is  permitted to  indemnify  any of its  directors or officers
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  acted in good  faith  and in a manner  such  person  reasonably
believed to be in or not opposed to the best interests of the  corporation,  and
except  that no  indemnification  shall be made for any  claim as to which  such
person shall have been adjudged  liable to the  corporation,  unless and only to
the  extent  that the  court in which  such  action  or suit was  brought  shall
determine upon application that such person is fairly and reasonably entitled to
indemnification for such expenses despite such adjudication of liability.

         The Acxiom  Charter  provides  for  indemnification  of  directors  and
officers of Acxiom against  liability they may incur in their  capacities as and
to the extent authorized by Delaware corporate law.

         Insurance.  Acxiom has in effect  directors'  and  officers'  liability
insurance and fiduciary liability  insurance.  The fiduciary liability insurance
covers  actions  of  directors  and  officers  as well as other  employees  with
fiduciary responsibilities under ERISA.


Item 7.  Exemption from Registration Claimed.

                  Not applicable.


Item 8.  Exhibits.

         4.1      Specimen Common Stock Certificate (previously filed as Exhibit
                  4.1 to the Registrant's Registration Statement on Form S-4
                  (No. 333-61639) filed August 17, 1998 and incorporated herein
                  by reference).

         4.2      Rights  Agreement,  dated January 28, 1998 between  Acxiom and
                  First  Chicago Trust Company of New York, as Rights Agent (the
                  "Rights Agreement"), including the forms of Rights Certificate
                  and of  Election  to  Exercise,  included  in Exhibit A to the
                  Rights  Agreement,  and the form of Certificate of Designation
                  and Terms of Participating  Preferred Stock of the Registrant,
                  included  in  Exhibit B to the  Rights  Agreement  (previously
                  filed as Exhibit  4.1 to the  Registrant's  Current  Report on
                  Form 8-K dated February 10, 1998, Commission File No. 0-13163,
                  and incorporated herein by reference).

         4.3      Amendment  No.  1,  dated  as of May 26,  1998, to the  Rights
                  Agreement  (previously filed as Exhibit  4 to the Registrant's
                  Current Report on Form 8-K dated June 4, 1998, Commission File
                  No. 0-13163, and incorporated herein by reference).


<PAGE>

         5.1      Opinion of Kutak Rock LLP as to the legality of the shares
                  being registered (filed herewith).

         23.1     Consent of Kutak Rock LLP (included in the opinion in Exhibit
                  5.1).

         23.2     Consent of KPMG LLP (filed herewith).

         24.1     Powers of Attorney (filed herewith).

         In lieu of the opinion of counsel or determination  letter contemplated
by  Item  601(b)(5)(ii)  of  Regulation  S-K,  we  hereby  confirm  that we have
submitted the Plan and undertake that we will submit all  amendments  thereto to
the Internal  Revenue Service ("IRS") in a timely manner,  and that we have made
or will make all changes  required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code.


Item 9. Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being   made   of  the   securities   registered   hereby,   a
                  post-effective amendment to this registration statement:

                           (i) To include any  prospectus  required by Section
                  10(a)(3) of the Securities Act of 1933, as amended (the
                  "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   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  this
                  registration  statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule 424 (b)  (230.424(b) of the Securities Act) if, in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20% change in the maximum aggregate  offering price set
                  forth in the  "Calculation of  Registration  Fee" table in the
                  effective registration statement; and

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this registration  statement or any material change to such
                  information in this registration statement; provided; however,
                  that the  undertakings  set forth in  paragraphs  (i) and (ii)
                  above do not apply if the  registration  statement  is on Form
                  S-3 (239.13 of the Securities  Act),  Form S-8 (239.16b of the
                  Securities  Act) or Form F-3 (239.33 of the  Securities  Act),
                  and   the   information   required   to  be   included   in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the registrant  pursuant to Section 13 or Section 15(d) of the


<PAGE>

                  Securities  Exchange Act of 1934 (the "Exchange Act") that are
                  incorporated by reference in this 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 further  undertakes  that, for
purposes of determining  any liability  under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities  at the 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  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant 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 Little Rock, State of Arkansas, on March 23, 2001.

                                       ACXIOM CORPORATION



                                       By: /s/  Catherine L. Hughes
                                          --------------------------------------
                                          Catherine L. Hughes
                                          Secretary and Corporate Counsel


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated, on March 23, 2001:


             Signature                                   Title

/s/ Caroline Rook        *                       Financial Operations Leader
-----------------------------------           (Principal Financial Officer and
(Caroline Rook)                                 Principal Accounting Officer)


/s/ Dr. Ann H. Die       *                               Director
-----------------------------------
(Dr. Ann H. Die)

/s/ William T. Dillard II*                               Director
-----------------------------------
(William T. Dillard II)

/s/ Harry C. Gambill     *                               Director
-----------------------------------
(Harry C. Gambill)

/s/ Rodger S. Kline      *                               Director
-----------------------------------
(Rodger S. Kline)

/s/ Thomas F. (Mack) McLarty, III*                       Director
-----------------------------------
(Thomas F. (Mack) McLarty, III)

/s/ Charles D. Morgan    *                            Company Leader
-----------------------------------            (Principal Executive Officer)
(Charles D. Morgan)

/s/ Stephen M. Patterson*                               (Director)
-----------------------------------
(Stephen M. Patterson)

                                      II-5
<PAGE>

/s/ James T. Womble      *                               Director
-----------------------------------
(James T. Womble)

*By:    /s/  Catherine L. Hughes
        ----------------------------------------
          (Catherine L. Hughes, Attorney-in-Fact)

Pursuant to the requirements of the Securities Act of 1933, the plan sponsor has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto duly  authorized,  in the City of Little Rock,  State of
Arkansas, on March 23, 2001.



                                  ACXIOM CORPORATION RETIREMENT
                                  SAVINGS PLAN


                                  By:  /s/ Caroline Rook
                                     -----------------------------------------
                                     Caroline Rook
                                     Plan Sponsor
                                     Acxiom Corporation



<PAGE>


                                INDEX TO EXHIBITS

Number                                      Exhibit

4.1            Specimen Common Stock  Certificate  (previously  filed as Exhibit
               4.1 to the Registrant's  Registration  Statement on Form S-4 (No.
               333-61639)  filed  August  17,  1998 and  incorporated  herein by
               reference).

4.2            Rights Agreement, dated January 28, 1998 between Acxiom and First
               Chicago  Trust  Company of New York, as Rights Agent (the "Rights
               Agreement"),  including  the forms of Rights  Certificate  and of
               Election  to  Exercise,  included  in  Exhibit  A to  the  Rights
               Agreement,  and the form of Certificate of Designation  and Terms
               of Participating  Preferred Stock of the Registrant,  included in
               Exhibit B to the Rights  Agreement  (previously  filed as Exhibit
               4.1 to the Registrant's Current Report on Form 8-K dated February
               10, 1998, Commission File No. 0-13163, and incorporated herein by
               reference).

4.3            Amendment  No.  1,  dated  as of May  26,  1998,  to  the  Rights
               Agreement  (previously  filed as  Exhibit  4 to the  Registrant's
               Current  Report on Form 8-K dated June 4, 1998,  Commission  File
               No. 0-13163, and incorporated herein by reference).

5.1            Opinion of Kutak Rock LLP as to the legality of the shares being
               registered (filed herewith).

23.1           Consent of Kutak Rock LLP (included in the opinion in Exhibit
               5.1).

23.2           Consent of KPMG LLP (filed herewith).

24.1           Powers of Attorney (filed herewith).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "401K", "secsgml_size_bytes": 22224}]
{"company-data": {"conformed-name": "ACXIOM CORP", "cik": "0000733269", "assigned-sic": "7374", "irs-number": "710581897", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57470", "film-number": "1577277"}, "business-address": {"street1": "1 INFORMATION WAY", "street2": "P O BOX 8180", "city": "LITTLE ROCK", "state": "AR", "zip": "72203-0180", "phone": "5813421000"}, "mail-address": {"street1": "1 INFORMATION WAY", "city": "LITTLE ROCK", "state": "AR", "zip": "72202"}, "former-company": {"former-conformed-name": "CCX NETWORK INC", "date-changed": "19880816"}}
As filed with the Securities and Exchange Commission on March 23, 2001
                                                   Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                   ------------------------------------------

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

                               ACXIOM CORPORATION
             (Exact name of Registrant as specified in its charter)

             Delaware                                         71-0581897
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                        Identification Number)

                        P.O. Box 8180, 1 Information Way
                        Little Rock, Arkansas 72203-8180
                        (Address, including zip code, of
                    registrant's principal executive offices)
                      -------------------------------------

                               ACXIOM CORPORATION
                             RETIREMENT SAVINGS PLAN
                            (Full title of the plan)
                     --------------------------------------

                                Charles D. Morgan
                       Chairman of the Board and President
                                (Company Leader)
                               Acxiom Corporation
                        P.O. Box 8180, 1 Information Way
                        Little Rock, Arkansas 72203-8180
                                 (501) 342-1000
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                               Jeffrey J. Gearhart
                                 Kutak Rock LLP
                             425 West Capitol Avenue
                                   Suite 1100
                           Little Rock, Arkansas 72201
                                 (501) 975-3000
CALCULATION OF REGISTRATION FEE

                                 Proposed        Proposed
   Titles of         Amount       Maximum         Maximum
 Shares to be        To Be        Offering       Aggregate          Amount of
  Registered       Registered    Per Share    Offering Price    Registration Fee

  Common Stock,
$.10 Par Value(1)   2,500,000     $21.00      $52,500,000.00      $13,125.00(2)

         (1) In addition,  pursuant to Rule 416(c) under the  Securities  Act of
1933,  this  registration  statement  also  covers  an  indeterminate  amount of
interests to be offered or sold pursuant to the employee  benefit plan described
herein.

         (2) Estimated  solely for the purpose of calculating  the  registration
fee in  accordance  with Rule 457(h),  based on the average of the reported high
and low sales prices of shares of Acxiom Common Stock on the NASDAQ on March 22,
2001.

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

                                EXPLANATORY NOTE

         The  information  called for by Part I of Form S-8 is  included  in the
Summary Plan Description of the Acxiom Corporation  Retirement Savings Plan (the
"Plan") to be  delivered  to persons  purchasing  shares  pursuant  to the Plan.
Pursuant to the Note to Part I of Form S-8, that  information is not being filed
with or included in this Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         We incorporate by reference the documents  listed below, as of the date
of filing of such documents with the Securities and Exchange Commission:

          (1)  Our Annual  Report on Form 10-K for the fiscal  year ended  March
               31, 2000;

          (2)  Our Quarterly  Report on Form 10-Q for the quarter ended June 30,
               2000;

          (3)  Our Current Report on Form 8-K dated July 19, 2000;
(4)  Our Quarterly Report on Form 10-Q for the quarter ended September
               30, 2000;

          (5)  Our Quarterly  Report on Form 10-Q for the quarter ended December
               31, 2000;

          (6)  The   description   of  our  capital   stock   contained  in  the
               registration statement on Form 8-A of CCX Network, Inc., which is
               now known as Acxiom Corporation,  dated February 4, 1985, and any
               amendments or updates to that form; and

          (7)  The description of our preferred stock purchase rights  contained
               in the registration statement on Form 8-A dated January 28, 1998,
               as amended by Form 8-A/A dated June 4, 1998.

         In  addition,  all  documents  subsequently  filed  by us  pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934 (the
"Exchange  Act"),  prior  to the  filing  of a  post-effective  amendment  which
indicates  that  all  securities  offered  hereunder  have  been  sold or  which
deregisters all shares 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.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be  modified  or  superseded  for all  purposes  of this  registration
statement to the extent that a statement  contained  herein or therein or in any
other  subsequently  filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Exculpation.  Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  provided that such provision may not eliminate or limit the liability
of a  director  for  any  breach  of  the  director's  duty  of  loyalty  to the
corporation  or its  stockholders,  for acts or  omissions  not in good faith or
which  involve  intentional  misconduct  or a knowing  violation of law, for any
unlawful  payment of dividends or unlawful stock purchase or redemption,  or for
any transaction from which the director derived an improper personal benefit.

         The Acxiom Charter  provides  that, to the fullest extent  permitted by
Delaware  corporate  law,  a  director  shall not be  liable  to Acxiom  and its
stockholders for monetary damages for a breach of fiduciary duty as a director.

         Indemnification.  Section 145 of the Delaware  corporate  law permits a
corporation  to indemnify any of its directors or officers who was or is a party
or is threatened  to be made a party to any third party  proceeding by reason of
the fact that such  person is or was a director  or officer of the  corporation,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such  action,  suit or  proceeding,  if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe that such person's  conduct was
unlawful. In a derivative action, i.e., one by or in the right of a corporation,
the  corporation  is  permitted to  indemnify  any of its  directors or officers
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  acted in good  faith  and in a manner  such  person  reasonably
believed to be in or not opposed to the best interests of the  corporation,  and
except  that no  indemnification  shall be made for any  claim as to which  such
person shall have been adjudged  liable to the  corporation,  unless and only to
the  extent  that the  court in which  such  action  or suit was  brought  shall
determine upon application that such person is fairly and reasonably entitled to
indemnification for such expenses despite such adjudication of liability.

         The Acxiom  Charter  provides  for  indemnification  of  directors  and
officers of Acxiom against  liability they may incur in their  capacities as and
to the extent authorized by Delaware corporate law.

         Insurance.  Acxiom has in effect  directors'  and  officers'  liability
insurance and fiduciary liability  insurance.  The fiduciary liability insurance
covers  actions  of  directors  and  officers  as well as other  employees  with
fiduciary responsibilities under ERISA.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

         4.1      Specimen Common Stock Certificate (previously filed as Exhibit
                  4.1 to the Registrant's Registration Statement on Form S-4
                  (No. 333-61639) filed August 17, 1998 and incorporated herein
                  by reference).

         4.2      Rights  Agreement,  dated January 28, 1998 between  Acxiom and
                  First  Chicago Trust Company of New York, as Rights Agent (the
                  "Rights Agreement"), including the forms of Rights Certificate
                  and of  Election  to  Exercise,  included  in Exhibit A to the
                  Rights  Agreement,  and the form of Certificate of Designation
                  and Terms of Participating  Preferred Stock of the Registrant,
                  included  in  Exhibit B to the  Rights  Agreement  (previously
                  filed as Exhibit  4.1 to the  Registrant's  Current  Report on
                  Form 8-K dated February 10, 1998, Commission File No. 0-13163,
                  and incorporated herein by reference).

         4.3      Amendment  No.  1,  dated  as of May 26,  1998, to the  Rights
                  Agreement  (previously filed as Exhibit  4 to the Registrant's
                  Current Report on Form 8-K dated June 4, 1998, Commission File
                  No. 0-13163, and incorporated herein by reference).
5.1      Opinion of Kutak Rock LLP as to the legality of the shares
                  being registered (filed herewith).

         23.1     Consent of Kutak Rock LLP (included in the opinion in Exhibit
                  5.1).

         23.2     Consent of KPMG LLP (filed herewith).

         24.1     Powers of Attorney (filed herewith).

         In lieu of the opinion of counsel or determination  letter contemplated
by  Item  601(b)(5)(ii)  of  Regulation  S-K,  we  hereby  confirm  that we have
submitted the Plan and undertake that we will submit all  amendments  thereto to
the Internal  Revenue Service ("IRS") in a timely manner,  and that we have made
or will make all changes  required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code.

Item 9. Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being   made   of  the   securities   registered   hereby,   a
                  post-effective amendment to this registration statement:

                           (i) To include any  prospectus  required by Section
                  10(a)(3) of the Securities Act of 1933, as amended (the
                  "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   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  this
                  registration  statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule 424 (b)  (230.424(b) of the Securities Act) if, in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20% change in the maximum aggregate  offering price set
                  forth in the  "Calculation of  Registration  Fee" table in the
                  effective registration statement; and

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this registration  statement or any material change to such
                  information in this registration statement; provided; however,
                  that the  undertakings  set forth in  paragraphs  (i) and (ii)
                  above do not apply if the  registration  statement  is on Form
                  S-3 (239.13 of the Securities  Act),  Form S-8 (239.16b of the
                  Securities  Act) or Form F-3 (239.33 of the  Securities  Act),
                  and   the   information   required   to  be   included   in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the registrant  pursuant to Section 13 or Section 15(d) of the
Securities  Exchange Act of 1934 (the "Exchange Act") that are
                  incorporated by reference in this 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 further  undertakes  that, for
purposes of determining  any liability  under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities  at the 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  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 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 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 Little Rock, State of Arkansas, on March 23, 2001.

                                       ACXIOM CORPORATION

                                       By: /s/  Catherine L. Hughes
                                          --------------------------------------
                                          Catherine L. Hughes
                                          Secretary and Corporate Counsel

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated, on March 23, 2001:

             Signature                                   Title

/s/ Caroline Rook        *                       Financial Operations Leader
-----------------------------------           (Principal Financial Officer and
(Caroline Rook)                                 Principal Accounting Officer)

/s/ Dr. Ann H. Die       *                               Director
-----------------------------------
(Dr. Ann H. Die)

/s/ William T. Dillard II*                               Director
-----------------------------------
(William T. Dillard II)

/s/ Harry C. Gambill     *                               Director
-----------------------------------
(Harry C. Gambill)

/s/ Rodger S. Kline      *                               Director
-----------------------------------
(Rodger S. Kline)

/s/ Thomas F. (Mack) McLarty, III*                       Director
-----------------------------------
(Thomas F. (Mack) McLarty, III)

/s/ Charles D. Morgan    *                            Company Leader
-----------------------------------            (Principal Executive Officer)
(Charles D. Morgan)

/s/ Stephen M. Patterson*                               (Director)
-----------------------------------
(Stephen M. Patterson)

                                      II-5
/s/ James T. Womble      *                               Director
-----------------------------------
(James T. Womble)

*By:    /s/  Catherine L. Hughes
        ----------------------------------------
          (Catherine L. Hughes, Attorney-in-Fact)

Pursuant to the requirements of the Securities Act of 1933, the plan sponsor has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto duly  authorized,  in the City of Little Rock,  State of
Arkansas, on March 23, 2001.

                                  ACXIOM CORPORATION RETIREMENT
                                  SAVINGS PLAN

                                  By:  /s/ Caroline Rook
                                     -----------------------------------------
                                     Caroline Rook
                                     Plan Sponsor
                                     Acxiom Corporation
INDEX TO EXHIBITS

Number                                      Exhibit

4.1            Specimen Common Stock  Certificate  (previously  filed as Exhibit
               4.1 to the Registrant's  Registration  Statement on Form S-4 (No.
               333-61639)  filed  August  17,  1998 and  incorporated  herein by
               reference).

4.2            Rights Agreement, dated January 28, 1998 between Acxiom and First
               Chicago  Trust  Company of New York, as Rights Agent (the "Rights
               Agreement"),  including  the forms of Rights  Certificate  and of
               Election  to  Exercise,  included  in  Exhibit  A to  the  Rights
               Agreement,  and the form of Certificate of Designation  and Terms
               of Participating  Preferred Stock of the Registrant,  included in
               Exhibit B to the Rights  Agreement  (previously  filed as Exhibit
               4.1 to the Registrant's Current Report on Form 8-K dated February
               10, 1998, Commission File No. 0-13163, and incorporated herein by
               reference).

4.3            Amendment  No.  1,  dated  as of May  26,  1998,  to  the  Rights
               Agreement  (previously  filed as  Exhibit  4 to the  Registrant's
               Current  Report on Form 8-K dated June 4, 1998,  Commission  File
               No. 0-13163, and incorporated herein by reference).

5.1            Opinion of Kutak Rock LLP as to the legality of the shares being
               registered (filed herewith).

23.1           Consent of Kutak Rock LLP (included in the opinion in Exhibit
               5.1).

23.2           Consent of KPMG LLP (filed herewith).

24.1           Powers of Attorney (filed herewith).