8-A12G/A

                     SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C. 20549 

                                FORM 8-A/A 
                            Amendment Number One 
  
             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
                  PURSUANT TO SECTION 12(b) OR (g) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
  
                           Acxiom Corporation
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           (Exact Name of Registrant as Specified in its Charter) 
  
                  Delaware                        71-0581897
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           (State of Incorporation             (I.R.S. Employer 
              or Organization)                Identification No.) 
  
     P.O. Box 2000, 301 Industrial Blvd., Conway, Arkansas   72033-2000
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        (Address of Principal Executive Offices)             (Zip Code)
  
 If this form relates to the registration of a class of securities pursuant
 to Section 12(b) of the Exchange Act and is effective pursuant to General
 Instruction A.(c), please check the following box.  ( ) 
  
 If this form relates to the registration of a class of securities pursuant
 to Section 12(g) of the Exchange Act and is effective pursuant to General
 Instruction A.(d), please check the following box.  (X) 
  
 Securities Act registration statement file number to which this form
 relates: N/A 
  
 Securities to be registered pursuant to Section 12(b) of the Act: 
  
     Title of each class                Name of each exchange on which 
     to be so registered                each class is to be registered 
     -------------------                ------------------------------
            None                                        None 

  
     Securities to be registered pursuant to Section 12(g) of the Act: 

                        Preferred Stock Purchase Rights 
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                                Title of Class 



 ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. 
  
           On January 28, 1998, the Board of Directors of Acxiom
 Corporation, a Delaware corporation (the "Company"), declared a dividend of
 one right (a "Right") for each outstanding share of common stock, par value
 $.10 per share ("Common Stock"), of the Company held of record at the close
 of business on February 9, 1998, (the "Record Time"), or issued thereafter
 and prior to the Separation Time (as hereinafter defined) and thereafter
 pursuant to options and convertible or exchangeable securities outstanding
 at the Separation Time.  The Rights were issued pursuant to a Rights
 Agreement, dated as of January 28, 1998, between the Company and First
 Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"), as
 the same was amended by an Amendment Number One to the Rights Agreement
 dated as of May 26, 1998, and as may be further amended from time to time
 (the "Rights Agreement").  Each Right entitles its registered holder to
 purchase from the Company, after the Separation Time, one one-thousandth of
 a share of Participating Preferred Stock, par value $1.00 per share
 ("Preferred Stock"), for $100.00 (the "Exercise Price"), subject to
 adjustment.  The Preferred Stock is designed so that each one one-
 thousandth of a share of Preferred Stock has economic and voting terms
 similar to those of one share of Common Stock. 
  
           The Rights will be evidenced by the Common Stock certificates
 until the close of business on the earlier of (either, the "Separation
 Time") (i) the tenth business day (or such later date as the Board of
 Directors of the Company may from time to time fix by resolution adopted
 prior to the Separation Time that would otherwise have occurred) after the
 date on which any Person (as defined in the Rights Agreement) commences a
 tender or exchange offer which, if consummated, would result in such
 Person's becoming an Acquiring Person, as defined below, and (ii) the first
 date (the "Flip-in Date") of public announcement by the Company or an
 Acquiring Person that a Person has become an Acquiring Person; provided
 that if the foregoing results in the Separation Time being prior to the
 Record Time, the Separation Time shall be the Record Time; and provided
 further that if a tender or exchange offer referred to in clause (i) is
 cancelled, terminated or otherwise withdrawn prior to the Separation Time
 without the purchase of any shares of stock pursuant thereto, such offer
 shall be deemed never to have been made. 
  
           An Acquiring Person is any Person having Beneficial Ownership (as
 defined in the Rights Agreement) of 20% or more of the outstanding shares
 of Voting Stock, which term shall not include (i) the Company, any wholly-
 owned subsidiary of the Company or any employee stock ownership or other
 employee benefit plan of the Company, (ii) any person who is the Beneficial
 Owner of 20% or more of the outstanding Voting Stock as of the date of the
 Rights Agreement or who shall become the Beneficial Owner of 20% or more of
 the outstanding Voting Stock solely as a result of an acquisition of Voting
 Stock by the Company, until such time as such Person acquires additional
 Voting Stock, other than through a dividend or stock split, (iii) any
 Person who becomes an Acquiring Person without any plan or intent to seek
 or affect control of the Company if such Person, upon notice by the
 Company, promptly divests sufficient securities such that such 20% or
 greater Beneficial Ownership ceases or (iv) any Person who Beneficially
 Owns shares of Voting Stock consisting solely of (A) shares of Voting Stock
 acquired pursuant to the grant or exercise of an option granted by the
 Company in connection with an agreement to merge with, or acquire, the
 Company at a time at which there is no Acquiring Person, (B) shares of
 Voting Stock owned by such Person and its Affiliates and Associates at the
 time of such grant and (C) shares of Voting Stock, amounting to less than
 1% of the outstanding Voting Stock, acquired by Affiliates and Associates
 of such Person after the time of such grant; and provided, further,
 however, that May & Speh, Inc. ("May & Speh") and its Affiliates and
 Associates shall not be deemed to be an Acquiring Person as a result of
 either (x) the grant of the Option (as such term is defined in the Stock
 Option Agreement, dated as of May 26, 1998 between the Company and May &
 Speh (the "Stock Option Agreement")) pursuant to the Stock Option
 Agreement, or at any time following the exercise thereof and the issuance
 of shares of Common Stock  in accordance with the terms of the Stock Option
 Agreement, (y) the grant of the Proxy, dated as of May 26, 1998, to May &
 Speh by Charles D. Morgan, or at any time following the delivery and
 execution thereof or (z) the grant of certain additional proxies with
 respect to shares of Common Stock owned by certain other stockholders of
 the Company contemplated by the Agreement and Plan of Merger, dated as of
 May 26, 1998, among the Company,  ACX Acquisition Co., Inc.  and May &
 Speh. "Voting stock" means shares of capital stock of the Company entitled
 to vote generally in the election of directors. 
  
           The Rights Agreement provides that, until the Separation Time,
 the Rights will be transferred with and only with the Common Stock.  Common
 Stock certificates issued after the Record Time but prior to the Separation
 Time shall evidence one Right for each share of Common Stock represented
 thereby and shall contain a legend incorporating by reference the terms of
 the Rights Agreement (as such may be amended from time to time). 
 Notwithstanding the absence of the legend, certificates evidencing shares
 of Common Stock outstanding at the Record Time shall also evidence one
 Right for each share of Common Stock evidenced thereby.  Promptly following
 the Separation Time, separate certificates evidencing the Rights ("Rights
 Certificates") will be mailed to holders of record of Common Stock at the
 Separation Time. 
  
           The Rights will not be exercisable until the Business Day (as
 defined in the Rights Agreement) following the Separation Time.  The Rights
 will expire on the earliest of (i) the Exchange Time (as defined below),
 (ii) the close of business on February 9, 2008, (iii) the date on which the
 Rights are redeemed as described below and (iv) upon the merger of the
 Company into another corporation pursuant to an agreement entered into when
 there is no Acquiring Person (in any such case, the "Expiration Time"). 
  
           The Exercise Price and the number of Rights outstanding, or in
 certain circumstances the securities purchasable upon exercise of the
 Rights, are subject to adjustment from time to time to prevent dilution in
 the event of a Common Stock dividend on, or a subdivision or a combination
 into a smaller number of shares of, Common Stock, or the issuance or
 distribution of any securities or assets in respect of, in lieu of or in
 exchange for Common Stock. 
  
           In the event that prior to the Expiration Time a Flip-in Date
 occurs, the Company shall take such action as shall be necessary to ensure
 and provide that each Right (other than Rights Beneficially Owned by the
 Acquiring Person or any affiliate or associate thereof, which Rights shall
 become void) shall constitute the right to purchase from the Company, upon
 the exercise thereof in accordance with the terms of the Rights Agreement,
 that number of shares of Common Stock or Preferred Stock of the Company
 having an aggregate Market Price (as defined in the Rights Agreement), on
 the date of the public announcement of an Acquiring Person's becoming such
 (the "Stock Acquisition Date") that gave rise to the Flip-in Date, equal to
 twice the Exercise Price for an amount in cash equal to the then current
 Exercise Price. 
  
           In addition, the Board of Directors of the Company may, at its
 option, at any time after a Flip-in Date and prior to the time that an
 Acquiring Person becomes the Beneficial Owner of more than 50% of the
 outstanding shares of Voting Stock, elect to exchange all (but not less
 than all) the then outstanding Rights (other than Rights Beneficially Owned
 by the Acquiring Person or any affiliate or associate thereof, which Rights
 become void) for shares of Common Stock at an exchange ratio of one share
 of Common Stock per Right, appropriately adjusted to reflect any stock
 split, stock dividend or similar transaction occurring after the date of
 the Separation Time (the "Exchange Ratio").  Immediately upon such action
 by the Board of Directors (the "Exchange Time"), the right to exercise the
 Rights will terminate and each Right will thereafter represent only the
 right to receive a number of shares of Common Stock equal to the Exchange
 Ratio. 
  
           Whenever the Company shall become obligated to issue shares of
 Common Stock upon exercise of or in exchange for Rights, the Company, at
 its option, may substitute therefor shares of Preferred Stock, at a ratio
 of one one-thousandth of a share of Preferred Stock for each share of
 Common Stock so issuable. 
  
           In the event that prior to the Expiration Time the Company enters
 into, consummates or permits to occur a transaction or series of
 transactions after the time an Acquiring Person has become such in which,
 directly or indirectly, (i) the Company shall consolidate or merge or
 participate in a binding share exchange with any other Person if, at the
 time of the consolidation, merger or share exchange or at the time the
 Company enters into an agreement with respect to such consolidation, merger
 or share exchange, the Acquiring Person controls the Board of Directors of
 the Company, or (ii) the Company shall sell or otherwise transfer (or one
 or more of its subsidiaries shall sell or otherwise transfer) directly or
 by sale of stock, assets or control of assets (A) aggregating more than 50%
 of the assets (measured by either book value or fair market value) as of
 the end of the most recently completed fiscal year or (B) generating more
 than 50% of the operating income or cash flow during the most recently
 completed fiscal year, of the Company and its subsidiaries (taken as a
 whole) to any other Person (other than the Company or one or more of its
 wholly owned subsidiaries) or to two or more such Persons which are
 affiliated or otherwise acting in concert, if, at the time of such sale or
 transfer of assets or at the time the Company (or any such subsidiary)
 enters into an agreement with respect to such sale or transfer , the
 Acquiring Person controls the Board of Directors of the Company, then any
 such transactions or events shall constitute a "Flip-over Transaction or
 Event" under the Rights Agreement. 
  
           The Company shall take such action as shall be necessary to
 ensure, and shall not enter into, consummate or permit to occur, such Flip-
 over Transaction or Event until it shall have duly entered into a binding
 and enforceable supplemental agreement with the Person engaging in such
 Flip-over Transaction or Event or the parent corporation thereof (the
 "Flip-over Entity"), for the benefit of the holders of the Rights,
 providing, that upon consummation or occurrence of the Flip-over
 Transaction or Event (i) each Right shall thereafter constitute the right
 to purchase from the Flip-over Entity, upon exercise thereof in accordance
 with the terms of the Rights Agreement, that number of shares of common
 stock of the Flip-over Entity having an aggregate Market Price on the date
 of consummation or occurrence of such Flip-over Transaction or Event equal
 to twice the Exercise Price for an amount in cash equal to the then current
 Exercise Price and (ii) the Flip-over Entity shall thereafter be liable
 for, and shall assume, by virtue of such Flip-over Transaction or Event and
 such supplemental agreement, all the obligations and duties of the Company
 pursuant to the Rights Agreement, but the Company's obligations under the
 Rights Agreement will not be discharged and will continue in full.  For
 purposes of the foregoing description, the term "Acquiring Person" shall
 include any Acquiring Person and its Affiliates and Associates and others
 with whom it is acting in concert counted together as a single Person. 
  
           The Board of Directors of the Company may, at its option, at any
 time prior to the close of business on the Flip-in Date, redeem all (but
 not less than all) the then outstanding Rights at a price of $.0l per Right
 (the "Redemption Price"), as provided in the Rights Agreement.  Immediately
 upon the action of the Board of Directors of the Company electing to redeem
 the Rights, without any further action and without any notice, the right to
 exercise the Rights will terminate and each Right will thereafter represent
 only the right to receive the Redemption Price in cash for each Right so
 held. 
  
           The holders of Rights will, solely by reason of their ownership
 of Rights, have no rights as stockholders of the Company, including without
 limitation, the right to vote or to receive dividends. 
  
           The Rights have certain anti-takeover effects and can cause
 substantial dilution to a person or group that acquires 20% of more of the
 Common Stock on terms not approved by the Board of Directors of the
 Company.  The Rights should not, however, interfere with any merger or
 other business combination that the Board finds to be in the best interests
 of the Company and its stockholders because the Rights can be redeemed by
 the Board on or prior to the close of business on the Flip-in Date, before
 the consummation of such transaction. 
  
           As of  May 26, 1998, there were approximately 52,446,883 shares
 of Common Stock issued and outstanding.  As long as the Rights are attached
 to the Common Stock, the Company will issue one Right with each new share
 of Common Stock so that all such shares will have Rights attached. 
  
           The Rights Agreement, the forms of Rights Certificate and
 Election to Exercise and the form of Certificate of Designation and Terms
 of the Participating Preferred Stock are attached hereto as exhibits and
 are incorporated herein by reference.  The foregoing description of the
 Rights is qualified in its entirety by reference to such exhibits. 
  
           A copy of the Rights Agreement is available free of charge from
 the Company.  This summary description of the Rights does not purport to be
 complete and is qualified in its entirety by reference to the Rights
 Agreement, which is hereby incorporated herein by reference. 
  
 ITEM 2.   EXHIBITS. 
  
           4.1*   Rights Agreement dated as of June 25, 1997, including
                  Exhibit A, "Form of Right Certificate"; Exhibit B,
                  "Form of Certificate of Designation and Terms of
                  Participating Preferred Stock." 
  
           4.2    Amendment Number One to Rights Agreement, dated as of
                  May 26, 1998. 


 ------------------
 *   Previously filed.


  
                                 SIGNATURES 
  
           Pursuant to the requirements of Section 12 of the Securities
 Exchange Act of 1934, the Registrant has duly caused this registration
 statement amendment to be signed on its behalf by the undersigned,
 thereunto duly authorized. 
  
 Date: June 4, 1998 
  
                                   ACXIOM CORPORATION 
  
  
                                   By: /s/ Catherine L. Hughes 
                                      ----------------------------------
                                   Name:   Catherine L. Hughes 
                                   Title:  Secretary and General Counsel

EX-99

                       AMENDMENT TO RIGHTS AGREEMENT

  
           Amendment Number One, dated as of May 26, 1998, to the Rights
 Agreement, dated as of January 28, 1998 (the "Rights Agreement"), between
 Acxiom Corporation, a Delaware corporation (the "Company"), and First
 Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). 
  
           WHEREAS, the Company and the Rights Agent entered into the Rights
 Agreement specifying the terms of the Rights (as defined therein); 
  
           WHEREAS, the Company desires to amend the Rights Agreement in
 accordance with Section 5.4 of the Rights Agreement; 
  
           WHEREAS, the Company proposes to enter into an Agreement and Plan
 of Merger, dated as of May 26, 1998 (the "Merger Agreement"), among the
 Company, ACX Acquisition Co., Inc. and May & Speh, Inc.  ("May & Speh"); 
  
           WHEREAS, as a condition to the Merger Agreement and in order to
 induce May & Speh to enter into the Merger Agreement, the Company proposes
 to enter into a Stock Option Agreement, dated as of May 26, 1998, between
 the Company and May & Speh (the "Stock Option Agreement"), pursuant to
 which the Company will grant May & Speh an option (the "Option") to
 purchase up to 19.9% of the number of shares (the "Option Shares") of
 common stock, par value $.10 per share,  ("Common Stock"), of the Company
 issued and outstanding immediately prior to the grant of the Option; 
  
           WHEREAS, as a condition to the Merger Agreement and in order to
 induce May & Speh to enter into the Merger Agreement, Charles D. Morgan, a
 holder of shares of  Common Stock ("Stockholder"), proposes to enter into
 an irrevocable proxy, dated as of May 26, 1998, between  Stockholder and
 May & Speh, pursuant to which Stockholder is granting May & Speh an
 irrevocable proxy (the "Proxy") to vote such shares of Common Stock; and  
  
           WHEREAS, the Board of Directors of the Company has determined it
 advisable and in the best interest of its stockholders to amend the Rights
 Agreement to enable the Company to enter into the Merger Agreement and
 Stock Option Agreement and consummate the transactions contemplated thereby
 without causing May & Speh to become an "Acquiring Person" (as defined in
 the Rights Agreement). 
  
           NOW, THEREFORE, in consideration of the premises and mutual
 agreements set forth herein and in the Rights Agreement, the parties hereby
 agree as follows: 
  
           Section 1.     Definitions.  Capitalized terms used and not
 otherwise defined herein shall have the meaning assigned to such terms in
 the Rights Agreement. 
  
           Section 2.     Amendments to the Rights Agreement.  The Rights
 Agreement is hereby amended as set forth in this Section 2. 
  
                (a)  Section 1.1 of the Rights Agreement is hereby amended
 by deleting the first sentence there of and inserting in lieu thereof the
 following:
  
                "Acquiring Person" shall mean any Person who is Beneficial
 Owner of 20% or more of the outstanding shares of Voting Stock (as
 hereinafter defined); provided, however, that the term "Acquiring Person"
 shall not include any Person (i) who is the Beneficial Owner of 20% or more
 of the outstanding Shares of Common Stock on the date of this Agreement or
 who shall become the Beneficial Owner (as hereinafter defined) of 20% or
 more of the outstanding shares of Voting Stock solely as a result of an
 acquisition by the Company of shares of Voting Stock, until such time
 hereafter or thereafter as any of such Persons shall become the Beneficial
 Owner (other than by means of a stock dividend or stock split) of any
 additional shares of Voting Stock, (ii) who is the Beneficial Owner of 20%
 or more of the outstanding shares of Voting Stock but who acquired
 Beneficial Ownership (as hereinafter defined) of shares of Voting Stock
 without plan or intention to seek or affect control of the Company, if such
 Person (as hereinafter defined), upon notice by the Company, promptly
 enters into an irrevocable commitment promptly to divest, and thereafter
 promptly divests (without exercising or retaining any power, including
 voting, with respect to such shares), sufficient shares of Voting Stock (or
 securities convertible into, exchangeable into or exercisable for Voting
 Stock) so that such Person ceases to be the Beneficial Owner of 20% or more
 of the outstanding shares of Voting Stock; and (iii) who Beneficially Owns
 shares of Voting Stock consisting solely of one or more of (A) shares of
 Voting Stock Beneficially Owned pursuant to the grant or exercise of an
 option granted to such Person by the Company in connection with an
 agreement to merge with, or acquire, the Company at a time at which there
 is no Acquiring Person, (B) shares of Voting Stock (or securities
 convertible into, exchangeable into or exercisable for Voting Stock),
 Beneficially Owned by such Person or its Affiliates (as hereinafter
 defined) or Associates (as hereinafter defined) at the time of grant of
 such option or (C) shares of Voting Stock (or securities convertible into,
 exchangeable into or exercisable for Voting Stock) acquired by Affiliates
 or Associates of such Person after the time of such grant, which, in the
 aggregate, amount to less than 1% of the outstanding shares of Voting
 Stock; and provided, further, however, that May & Speh, Inc. ("May & Speh")
 and its Affiliates and Associates shall not be deemed to be an Acquiring
 Person as a result of either (x) the grant of the Option (as such term is
 defined in the Stock Option Agreement, dated as of May 26, 1998 between the
 Company and May & Speh (the "Stock Option Agreement")) pursuant to the
 Stock Option Agreement, or at any time following the exercise thereof and
 the issuance of shares of Common Stock  in accordance with the terms of the
 Stock Option Agreement, (y) the grant of the Proxy, dated as of May 26,
 1998, to May & Speh by Charles D. Morgan, or at any time following the
 delivery and execution thereof or (z) the grant of certain additional
 proxies with respect to shares of Common Stock owned by certain other
 stockholders of the Company contemplated by the Agreement and Plan of
 Merger, dated as of May 26, 1998, among the Company, May & Speh and ACX
 Acquisition Co., Inc. 
  
           Section 3.     Miscellaneous. 
  
                (a)  The term "Agreement" as used in the Rights Agreement
 shall be deemed to refer to the Rights Agreement as amended hereby. 
  
                (b)  The foregoing amendment shall be effective as of the
 date first above written, and, except as set forth herein, the Rights
 Agreement shall remain in full force and effect and shall be otherwise
 unaffected hereby.
  
                (c)  This Amendment may be executed in two or more
 counterparts, each of which shall be deemed to be an original, but all for
 which together shall constitute one and the same instrument.
  
                (d)  This Amendment shall be deemed to be a contract made
 under the laws of the State of Delaware and for all purposes shall be
 governed by and construed in accordance with the laws of such State
 applicable to contracts to be made and performed entirely within such
 State.


           IN WITNESS WHEREOF, the parties hereto have caused this Amendment
 Number One to be duly executed and attested, all as of the day and year
 first above written. 
  
 Attest:                            ACXIOM CORPORATION 
  
  
 By: /s/ Catherine L. Hughes        By: /s/ Charles D. Morgan
    ------------------------           ---------------------------
 Name:  Catherine L. Hughes         Name:  Charles D. Morgan
 Title: Secretary                   Title: President 
  
  
  
 Attest:                            FIRST CHICAGO TRUST COMPANY OF NEW YORK
  
  
 By: /s/ T. Marshall                 By: /s/ Peter Sablich 
    ------------------------           ------------------------------------
 Name:  T. Marshall                 Name:  Peter Sablich   
 Title: Account Officer             Title: Vice President