SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a - 101)

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

Filed by the registrant  X
Filed by a party other than the registrant ___
Check the appropriate box:
___   Preliminary proxy statement
 X    Definitive proxy statement
___   Definitive additional materials
___   Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
___   Confidential, for use of the Commission only (as permitted by
      Rule 14a-6(e)(2))

INFORMIX CORPORATION
(Name of Registrant as Specified in Its Charter)

INFORMIX CORPORATION
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

      X      No fee required.

    ___    Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which
transaction applies:

     (2)  Aggregate number of securities to which
transactions applies:

     (3)  Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and
state how it was determined.):

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

     ___   Fee paid previously with preliminary materials.
     ___  Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

     (1)  Amount previously paid:

     (2)  Form, schedule of registration statement no.:

     (3)  Filing party:

     (4)  Date filed:
____________








INFORMIX(R)

April 14, 1997

Dear Stockholder:

     It is with great pleasure that the Board of Directors
invites you to attend the Annual Meeting of Stockholders of
Informix Corporation (the "Corporation") to be held at 5:00
p.m. local time on Thursday, May 22, 1997 at the Corporation's
headquarters located at 4100 Bohannon Drive, Menlo Park, California.

     All stockholders are cordially invited to attend the
Annual Meeting in person.  However, whether you plan to
attend the meeting or not, the Board urges you to complete,
sign, date and return the enclosed proxy card in the
enclosed postage-paid envelope in order that as many shares
as possible may be represented at the meeting.

     At the Annual Meeting, the stockholders will consider
proposals to: (i) elect one Class I director to a three-year 
term; (ii) approve the implementation of the 1997 
Employee Stock Purchase Plan and the reservation of 
4,000,000 shares for issuance thereunder; (iii) approve an 
amendment to the 1994 Stock Option and Award Plan to 
increase the number of shares reserved for issuance 
under the plan by 8,000,000 shares; and (iv) ratify the 
appointment of Ernst & Young LLP as the Corporation's 
independent auditors.  Following the Annual Meeting, 
the management of the Corporation will report on the 
Corporation's financial and operating performance.

     The Notice of Annual Meeting and Proxy Statement 
accompanying this letter describe the business to be 
transacted at the meeting.

     The vote of every stockholder is important, and your
cooperation in promptly returning your executed proxy will
be appreciated.  A proxy may be revoked prior to the meeting
and will not affect your right to vote in person in the
event that you decide to attend the meeting.

Sincerely,


Phillip E. White
Chairman of the Board





INFORMIX

NOTICE OF 1997 ANNUAL MEETING

To the Stockholders:

     Please take notice that the Annual Meeting of the
Stockholders of Informix Corporation, a Delaware corporation
(the "Corporation"), will be held on Thursday, May 22, 1997,
at 5:00 p.m., local time, at the Corporation's headquarters, located at 
4100 Bohannon Drive, Menlo Park, California, for the following purposes:

            1.  To elect one Class I director to serve for a three-year 
term.

            2.  To vote upon a proposal to approve the implementation of 
the 1997 Employee Stock Purchase Plan and the reservation of 4,000,000 
shares for issuance thereunder.

            3.  To vote upon a proposal to approve an amendment to the 
1994 Stock Option and Award Plan to increase the number of shares 
reserved for issuance under the plan by 8,000,000 shares.

            4.  To vote upon a proposal to ratify the appointment of 
Ernst & Young LLP as the Corporation's independent auditors for the 1997 
fiscal year.

            5.  To transact such other business as may properly come 
before the meeting.

     Stockholders of record at the close of business on March 28, 1997 
are entitled to notice of, and to vote at, this meeting and any 
adjournments thereof.

By Order of the Board of Directors,


David H. Stanley, Secretary

Menlo Park, California
April 14, 1997


IMPORTANT:  PLEASE COMPLETE, DATE, SIGN AND PROMPTLY 
MAIL THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE 
PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED 
AT THE MEETING.  IF YOU ATTEND THE MEETING, YOU MAY VOTE 
IN PERSON IF YOU WISH TO DO SO EVEN THOUGH YOU HAVE 
SENT IN YOUR PROXY. 



INFORMIX
4100 BOHANNON DRIVE 
MENLO PARK, CALIFORNIA 94025 
(415) 926-6300 


PROXY STATEMENT

     This Proxy Statement is furnished in connection with
the solicitation of proxies by the Board of Directors of
Informix Corporation ("Informix" or the "Corporation") for
the Annual Meeting of Stockholders of the Corporation to be
held on May 22, 1997 at the Corporation's headquarters located 
at 4100 Bohannon Drive, Menlo Park, California (the "Annual 
Meeting").

PROXY SOLICITATION

     This solicitation of proxies is made on behalf of the
Informix Board of Directors. 

     In addition to soliciting stockholders by mail, the
Corporation will request banks, brokerage houses and other
custodians, nominees and fiduciaries to forward solicitation
materials to the beneficial owners of the stock held of
record by such persons and the Corporation will reimburse
them for their reasonable out-of-pocket expenses incurred in
doing so.  The Corporation may use the services of its
officers, directors and others, including professional proxy
solicitors, to solicit proxies, personally or by telephone.
The cost of soliciting proxies will be borne by the
Corporation.  The Corporation has retained Corporate Investor
Communications, professional proxy solicitors, to assist in the
soliciting of proxies.  Employees of the soliciting firm may
solicit proxies personally, by telephone and facsimile and
by any other means of communication.  The Corporation
expects to pay the solicitor a fee of approximately $7,000
plus normal out-of-pocket expenses for its assistance in
preparing soliciting material and soliciting proxies.

     The date of this Proxy Statement is April 14, 1997, the
approximate date on which the Proxy Statement and form of
proxy were first sent or given to stockholders.  The Annual
Report to Stockholders for the fiscal year ended December 31,
1996, including financial statements, is included with this
Proxy Statement.

     On March 28, 1997, the record date for the Annual
Meeting, the Corporation had outstanding 151,214,093 
shares of Common Stock, all of which are entitled to vote on all
matters to be acted upon at the Annual Meeting. Each
stockholder is entitled to one vote for each share of stock
held by him or her.

     Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it is
exercised by filing with the Secretary of the Corporation an
instrument revoking it, by presenting at the Annual Meeting
a duly executed proxy bearing a later date or by attending
the Annual Meeting and voting in person.


ELECTION OF DIRECTORS
(ITEM A ON PROXY CARD)

     Informix has a five member Board of Directors.
Directors are elected for three-year terms, and are divided
into three classes, with directors of one class elected at
each Annual Meeting of Stockholders.  At the 1997 Annual
Meeting, one director in Class I is to be elected to a term
expiring at the 2000 Annual Meeting, or until his successor
is duly elected and qualified.  Directors in Class II (Messrs. Koch 
and McDonnell) and Class III (Messrs. Knorp and White) have 
been elected to terms expiring at the Annual Meetings in 1998
and 1999, respectively, or until their successors are duly elected 
and qualified.

     The Corporation's nominee for Class I director is 
Cyril J. Yansouni.  Mr. Yansouni is a Class I member of the 
present Board.  The proxy holders intend to vote each 
proxy received by them for the election of the named nominee 
unless otherwise instructed on the proxy card.  The Corporation is not 
aware of any circumstances why the nominee will be unable or will
decline to serve as a director.  In the event that a nominee for
director shall become unavailable or unable to serve, it is intended 
that votes under the proxies will be cast for such substitute nominee 
as may be nominated by the Board.

      If a quorum is present or represented and voting, the
affirmative vote of the holders of a plurality of the shares
of Common Stock present or represented at the Annual Meeting
is required to elect the director.  Abstentions and shares
held by brokers that are present, but not voted because the
brokers were prohibited from exercising discretionary
authority, i.e., "broker non-votes," will be counted as
present for purposes of determining if a quorum is present,
but will have no effect on the vote.

     THE INFORMIX BOARD OF DIRECTORS UNANIMOUSLY 
RECOMMENDS A VOTE FOR THE ELECTION OF MR. YANSOUNI 
AS A CLASS I DIRECTOR OF INFORMIX.

     The following table sets forth the name and age of each
director, including the continuing directors and the nominee
for director, and the year during which each individual
began serving as a director of the Corporation.





                                        Served as Director
                                        of the Corporation
                            Age         From
                                  
Class I Director
Cyril J. Yansouni           54          1991
Class II Directors 
James L. Koch               53          1991
Thomas A. McDonnell         51          1988
Class III Directors 
Albert F. Knorp, Jr.        61          1984
Phillip E. White            54          1989


     Set forth below are biographical summaries of the
incumbent directors and the nominee, including descriptions
of their principal occupations:

     Albert F. Knorp, Jr. has served as Assistant Secretary of
Informix since 1985.  Mr. Knorp has been of counsel to the law
firm of Gray Cary Ware & Freidenrich since November 1994. He had
previously been a partner in the law firm of Lewis, Knorp, Walsh &
Kavalaris since its formation in November 1990. Mr. Knorp serves as
Chairman of the Nominating Committee and as a member of the Audit Committee.

     James L. Koch has been the Director of the Center for Science, 
Technology and Society at Santa Clara University since February 1997 and 
Professor of Management and Corporate Strategy at Santa Clara University 
since July 1990.  Mr. Koch served as Dean of the Leavey School of 
Business & Administration at Santa Clara University from July 1990 to 
July 1996.  Mr. Koch serves as a member of the Audit and Compensation 
Committees.

     Thomas A. McDonnell became a director of Informix in February 1988.  
He has served as Chief Executive Officer of DST Systems, Inc. ("DST"), a 
transfer agent for mutual funds, stocks and bonds, since October 1984 
and as a director of DST since 1971.  He has served as President of DST 
from 1973 until October 1984 and from March 1987 to the present, and was 
its Treasurer from 1973 to September 1995.  Mr. McDonnell was Executive 
Vice President of Kansas City Southern Industries, Inc. ("KCSI"), a 
holding company and the former parent of DST, from August 1983 to 
November 1995 and was a director of KCSI from August 1983 to November 
1995.  Mr. McDonnell is also director of BHA Group, Inc., a manufacturer 
of pollution control devices, Cerner Corporation, a provider of software
and technology to the healthcare industry, Computer Sciences 
Corporation, an information technology company, Euronet Services, Inc., 
an operator of automatic teller machines, Janus Capital Corporation, a 
registered investment advisor, and Nellcor-Puritan-Bennett Corporation, 
a medical device company.  Mr. McDonnell serves as Chairman of the Audit 
Committee and as a member of the Compensation Committee and the 
Nominating Committee.

     Phillip E. White has been Informix's Chief Executive Officer
and a director since January 1989. He has held the additional office of
President since August 1990 and of Chairman since December 1992.  Mr.
White also serves as a director of Adaptec, Inc., a computer 
input/output technology company, and of Legato Systems, a manufacturer 
and developer of network storage management software products.

     Cyril J. Yansouni has been the Chief Executive Officer and Chairman
of Read-Rite Corporation, a manufacturer of thin film magnetic recording 
heads, since March 1991.  Mr. Yansouni is also a director of PeopleSoft, 
Inc., a software company, and Raychem Corporation, an international 
manufacturer and marketer of products for electronics, industrial and 
telecommunications applications.  Mr. Yansouni serves as Chairman of the 
Compensation Committee and as a member of the Audit Committee.

     There is no family relationship between any director or
executive officer of the Corporation.

     During 1996, the Board of Directors of the Corporation
held a total of five meetings.  No director attended fewer
than 75% of the meetings of the Board of Directors and the
committees of the Board on which such director served.

     The Board of Directors has an Audit Committee, a
Compensation Committee and a Nominating Committee.

     The Audit Committee recommends the appointment of
independent auditors to the Board, reviews the results of
the audit of the Corporation's financial statements by
the independent auditors, reviews with management and with
the independent auditors the annual financial statements and
independent auditors' report, approves professional services
performed by the independent auditors and related fees, and
periodically reviews the Corporation's accounting policies
and internal accounting and financial controls.  The members
of the Audit Committee are Messrs. Knorp, Koch, McDonnell and
Yansouni.  During 1996, the Audit Committee met four times.

     The Compensation Committee reviews and recommends
salaries for the Chief Executive Officer, other officers and
key employees.  The Compensation Committee also serves as
the committee which administers the Corporation's 1986 Stock
Option Plan, 1992 Equity Incentive Plan and 1994 Stock Option
and Award Plan and in this capacity approves employee stock
option grants and awards.  The members of the Compensation
Committee are Messrs. Koch, McDonnell and Yansouni.
During 1996, the Compensation Committee met six times.

     The Nominating Committee identifies and recommends to
the Board of Directors prospective candidates to be
considered as nominees for election to the Board.  The
members of the Nominating Committee are Messrs. Knorp and
McDonnell.  The Nominating Committee held two meetings
during 1996, for the purpose of nominating Mr. Yansouni for 
re-election to the Corporation's Board of Directors.  The 
Nominating Committee will consider the names 
and qualifications of candidates for the Board submitted by
stockholders in accordance with the procedures set forth in
"Stockholder Proposals to be Presented at the Next Annual
Meeting" below and in the Bylaws of the Corporation.


SECTION 16(a) BENEFICAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934,
as amended, requires the Corporation's executive officers,
directors and persons who beneficially own more than 10% of
a registered class of the Corporation's equity securities to
file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Corporation.
Such executive officers, directors and greater than 10%
beneficial owners are required by SEC regulation to
furnish the Corporation with copies of all Section 16(a)
forms filed by such reporting persons.

     Based solely on the Corporation's review of such forms
furnished to the Corporation and written representations
from certain reporting persons, the Corporation believes
that all filing requirements applicable to the Corporation's
executive officers, directors and greater than 10%
beneficial owners were complied with.


COMPENSATION OF DIRECTORS

     For the fiscal year ended December 31, 1996, the
Corporation paid all outside directors as follows:  $1,000
for each Board meeting attended; $500 for each meeting of
the Audit and Compensation Committees attended; and $2,000
per quarter.  For the fiscal year ending December 31, 1997,
the outside directors will continue to receive the same
compensation as they received in 1996.  The Corporation
reimburses directors for travel expenses associated with
attending board meetings.  From time to time, the Corporation
may invite the directors' spouses to accompany the directors
to a board meeting.  When invited, the Corporation also pays the
travel expenses incurred by the spouses.  In 1996, these spousal
travel expenses were less than $10,000 per director.  In addition,
the outside directors receive options to acquire shares of the
Corporation's Common Stock under the Informix 1989 Outside
Directors Stock Option Plan (see the "Outside Directors
Stock Option Plan").  Employee directors did not in 1996,
and will not in 1997, receive any additional compensation
for serving as a director.


OUTSIDE DIRECTORS STOCK OPTION PLAN

     At the 1990 Annual Meeting of Stockholders, the
stockholders approved the adoption of the Informix 1989
Outside Directors Stock Option Plan (the "Directors Option
Plan").  Only directors who are not employees of the
Corporation or any parent or subsidiary corporations of the
Corporation are eligible to be granted options under the
Directors Option Plan.  The Directors Option Plan is
administered by a committee appointed by the Board of
Directors of the Corporation, which currently is all of the
members of the Board.  Options for 15,000 shares of stock
are granted automatically upon election or re-election to
the Board of Directors.

     Options granted under the Directors Option Plan are
evidenced by written agreements specifying the number of
shares of stock covered thereby and the option price, which
price shall be the fair market value of the shares as of the
date of grant of the option.  No option may be exercised
after the expiration of ten years from the date the option
is granted.  All options must be granted, if at all, no
later than May 2009.  A total of 1,600,000 shares of Common
Stock of the Corporation (subject to adjustment in the
event of certain changes in the capital structure of the
Corporation) may be issued under the Directors Option Plan.

     In 1996, Mr. Knorp was granted an option for 15,000 shares 
upon re-election to the Board which vests pro-rata over a three 
year period from the date of grant.  Assuming Mr. Yansouni is 
re-elected to the Board at the 1997 Annual Meeting, he will be 
granted an option for 15,000 shares which will vest pro-rata over 
a three year period from the date of the grant.  Options issued 
to terminated directors lapse 30 days after termination as a 
director and unexercised shares subject to those options are 
returned to the share reserve and become available for future 
stock option grants.

     Options may be exercised by payment of the option price
in cash, check or cash equivalent.  All options granted under
the Directors Option Plan shall be nonqualified stock options,
that is options which do not meet the requirements of Section
422 of the Internal Revenue Code of 1986, as amended.  Options
are non-assignable and non-transferable and may be exercised
only by the optionee.  In the event of a transfer of control
or the dissolution of the Corporation, the director shall have
30 days within which to exercise the options to the extent of
all or any part of the shares subject to such options.

     The Board may terminate or amend the Directors Option
Plan at any time, but without the approval of stockholders,
the Board may not amend the Directors Option Plan to
increase the number of shares subject thereto or to change
the class of persons eligible to receive options thereunder.


STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table contains information regarding the 
ownership of the Common Stock of the Corporation as of 
March 28, 1997, by all persons who, to the knowledge 
of the Corporation, were the beneficial owners of 5% or 
more of the outstanding shares of Common Stock of the 
Corporation, each director and director nominee of the 
Corporation, each of the executive officers named in 
the Summary Compensation Table below, and all 
current directors and executive officers of the Corporation 
as a group:




                                                                       APPROXIMATE
                                         AMOUNT AND NATURE             PERCENT OF COMMON
NAME                                     BENEFICIAL OWNERSHIP (1)      STOCK OUTSTANDING
                                                                 
5% Stockholders
The Equitable Companies
  Incorporated (2)                       13,192,382                    8.7%

Directors and Executive Officers
Ronald M. Alvarez (3)                        53,750                      *
D. Kenneth Coulter (4)                      292,071                      *
Howard H. Graham (5)                         45,098                      *
Albert F. Knorp, Jr. (6)                    147,880                      *
James L. Koch (7)                            84,000                      *
Thomas A. McDonnell (8)                     130,000                      *
Mike Saranga (9)                            226,760                      *
Phillip E. White (10)                     1,307,012                      *
Edwin C. Winder (11)                        310,680                      *
Cyril J. Yansouni (12)                       40,000                      *

All current directors and executive
officers as a group (19 persons) (13)     4,533,216                    3.0%

_______________

* Represents less than 1% of the outstanding shares.

(1)  Except as set forth below, to the Corporation's knowledge, 
the persons named in the table under "Directors and 
Executive Officers" have sole voting and investment power 
with respect to all shares of Common Stock shown as beneficially 
owned by them, subject to community property laws where 
applicable.

(2)  This information is based solely on the Schedule 13G dated
February 13, 1997 which was filed with the Securities and Exchange
Commission by The Equitable Companies Incorporated which states that
these shares were beneficially owned by subsidiaries of The
Equitable Companies Incorporated as of December 31, 1996.

(3)  Includes 53,750 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(4)  Includes 283,750 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(5)  Includes 40,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(6)  Includes 25,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.
Also includes 99,740 shares held by Seaport Ventures, LP, a 
limited partnership, of which Mr. Knorp and his spouse are both 
general partners and limited partners.

(7)  Includes 82,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(8)  Includes 85,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(9) Includes 225,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(10) Includes 1,295,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(11) Includes 297,500 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(12) Includes 40,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1997.

(13) Includes 3,427,250 shares subject to options currently 
exercisable or exercisable within 60 days of March 28, 1997.

APPROVAL OF THE IMPLEMENTATION OF THE 1997 EMPLOYEE 
STOCK PURCHASE PLAN AND THE RESERVATION OF 
4,000,000 SHARES FOR ISSUANCE THEREUNDER. 
(ITEM B ON PROXY CARD)

     The Corporation has adopted the new 1997 Employee Stock 
Purchase Plan (the "Purchase Plan") and reserved 4,000,000 
shares of the Corporation's Common Stock thereunder, subject 
to the approval of the Corporation's stockholders.  Assuming 
approval of the Purchase Plan at the Annual Meeting, the 
Purchase Plan will replace the Corporation's existing 1987 
Employee Stock Purchase Plan, which expires on July 1, 1997.

     The purpose of the Purchase Plan is to promote the 
success and enhance the value of the Corporation, by 
providing eligible employees of the Corporation and its 
participating subsidiaries with the opportunity to purchase 
shares of Common Stock of the Corporation through payroll 
deductions.  The Corporation also believes that the Purchase 
Plan is necessary to assist the Corporation in attracting and 
retaining employees of outstanding competence in the highly 
competitive labor markets in which the Corporation competes.  
The Purchase Plan is intended to qualify as an employee stock 
purchase plan under Section 423 of the Internal Revenue Code 
of 1986, as amended (the "Code").

     The affirmative vote of the holders of a majority of the 
shares of Common Stock present or represented and entitled to 
vote at the Annual Meeting will be required to approve the 
implementation of the 1997 Employee Stock Purchase Plan and 
the reservation of 4,000,000 shares of the Corporation's 
Common Stock for issuance thereunder. Abstentions and broker 
non-votes will be counted as present for purposes of 
determining the presence or absence of a quorum. While 
abstentions will be counted as votes against this proposal, 
broker non-votes will not be treated as entitled to vote on 
this proposal, and accordingly, will not be counted when 
determining whether or not this proposal has been approved.

     THE INFORMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A  
VOTE "FOR" APPROVAL OF THE IMPLEMENTATION OF THE 1997 
EMPLOYEE STOCK PURCHASE PLAN AND THE RESERVATION OF 4,000,000 
SHARES FOR ISSUANCE THEREUNDER. 

General

     The Purchase Plan is administrated by a committee of the 
Board of Directors consisting of not less than two directors 
(the "Committee").  The members of the Committee shall be 
appointed from time to time by, and shall serve at the 
pleasure of, the Board of Directors. At present, the Committee is 
made up of the members of the Corporation's Compensation 
Committee. 

     Subject to the terms of the Purchase Plan, the Committee 
has all discretion and authority necessary or appropriate to 
control and manage the operation and administration of the 
Purchase Plan, including the power to designate the 
subsidiaries of the Corporation which will be permitted to 
participate in the Purchase Plan.  As permitted by 
Section 423 of the Code, the Committee also may establish a 
waiting period (not to exceed two years) before new employees 
may become eligible for the Purchase Plan or exclude certain 
classes of employees (for example, officers) from 
participating in the Purchase Plan.  The Committee may make 
whatever rules, interpretations, and computations, and take 
any other actions to administer the Purchase Plan that it 
considers appropriate to promote the Corporation's best 
interests, and to ensure that the Purchase Plan remains 
qualified under Section 423 of the Code.  The Committee may 
delegate one or more of its functions to any one of its 
members or to any other person. The Corporation's Board of 
Directors, in its sole discretion, may amend or terminate the 
Purchase Plan at any time and for any reason.

Stock Subject to the Purchase Plan

     A maximum of 4,000,000 shares of Common Stock are 
available for issuance under the Purchase Plan.  Shares sold 
under the Purchase Plan may be newly issued shares or 
treasury shares.  In the event of any stock split or other 
change in the capital structure of the Corporation, the 
Committee will make such adjustments, if any, as it deems 
appropriate in the number, kind and purchase price of the 
shares available for purchase under the Purchase Plan.

Eligibility

     Most employees of the Corporation and its participating 
subsidiaries are eligible to elect to participate in the 
Purchase Plan.  However, an employee is not eligible if he or 
she (i) normally is scheduled to work less than or equal to 
20 hours per week or five months during a calendar year or 
(ii) has the right to acquire 5% or more of the voting stock 
of the Corporation or of any subsidiary of the Corporation.  
No employees currently are participating in the Purchase 
Plan, pending approval of the Purchase Plan by stockholders.  
Approximately 1,790 employees participated in the 
Corporation's employee stock purchase plan which expires this 
year.  Assuming that the Purchase Plan is approved at the 
Annual Meeting, it is expected that eligible employees will 
be offered the opportunity to join the Purchase Plan 
effective July 1, 1997.

Enrollment and Contributions

     Eligible employees voluntarily elect whether or not to 
enroll in the Purchase Plan.  Employees join for an 
enrollment period of three months.  Employees who have joined 
the Purchase Plan automatically are re-enrolled for 
additional rolling three-month periods; provided, however, 
that an employee may cancel his or her enrollment at any time 
(subject to Purchase Plan rules).  The Committee is 
authorized to change the duration of future enrollment 
periods, but no enrollment period may be longer than 12 
months.  Employees contribute to the Purchase Plan through 
payroll deductions.  Participating employees generally may 
contribute up to 15% of their eligible compensation through 
after-tax payroll deductions.  The Committee may, from time 
to time establish a lower maximum permitted contribution 
percentage or change the definition of eligible compensation. 
The Committee currently intends to set this maximum at 10% of 
eligible compensation. After an enrollment period has begun, 
an employee may not increase or decrease his or her 
contribution, but the employee may withdraw from the Purchase 
Plan as described below.

Purchase of Shares

     On the last day of each enrollment period, each 
participating employee's payroll deductions are used to 
purchase shares of Common Stock for the employee.  The price 
of the shares purchased will be 85% of the lower of (i) the 
stock's market value on the first business day of the 
enrollment period, or (2) the stock's market value on the 
last business day of the enrollment period.  Market value 
under the Purchase Plan means the closing price of the Common 
Stock on the NASDAQ/National Market for the day in question.  
The Committee is permitted to specify a maximum number of 
shares which may be purchased by any employee.  The Committee 
currently intends to set this maximum at 500 shares per 
calendar quarter.  Also, as required by Section 423 of the 
Code, no employee may purchase more than $25,000 of stock 
during any year.

Termination of Participation

     Participation in the Purchase Plan terminates when a 
participating employee's employment with the Corporation 
ceases for any reason, the employee withdraws from the 
Purchase Plan, or the Purchase Plan is terminated or amended 
such that the employee no longer is eligible to participate.

Tax Information

     Based on management's understanding of current federal 
income tax laws, the tax consequences of the purchase of 
shares of common stock under the Purchase Plan are as 
follows. 

     A participating employee will not have taxable income 
when the shares of common stock are purchased for him or her, 
but the employee generally will have taxable income when the 
employee sells or otherwise disposes of stock purchased 
through the Purchase Plan.

     For shares which are disposed of more than 24 months 
after the enrollment date for the enrollment period under 
which the shares were purchased (the "24-month holding 
period"), gain up to the amount of the discount (if any) from 
the market price of the stock on the enrollment date is taxed 
as ordinary income.  Any additional gain above that amount is 
taxed at long-term capital gain rates.  If, after the 
24-month holding period, the employee sells the stock for 
less than the purchase price, the difference is a long-term 
capital loss.  Shares sold within the 24-month holding period 
are taxed at ordinary income rates on the amount of discount 
received from the stock's market price on the purchase date.  
Any additional gain (or loss) is taxed to the employee as 
long-term or short-term capital gain (or loss).  The purchase 
date begins the holding period for determining whether the 
gain (or loss) is short-term or long-term.

     The Corporation will receive a deduction for federal 
income tax purposes for the ordinary income an employee must 
recognize when he or she disposes of stock purchased under 
the Purchase Plan within the 24-month holding period.  The 
Corporation will not receive such a deduction for shares 
disposed of after the 24-month holding period.

     The foregoing summary of the effect of federal income 
taxation upon the participating employee and the Corporation with 
respect to the purchase of shares under the Purchase Plan 
does not purport to be complete, and reference should be 
made to the applicable provisions of the Code.  In addition, 
this summary does not discuss the provisions of the income 
tax laws of any municipality, state or foreign country in 
which the participant may reside. 

Number of Shares Purchased by Certain Individuals and Groups

     As described above, no employees currently are 
participating in the Purchase Plan.  Accordingly, and because 
participation in the Purchase Plan is voluntary on the part 
of employees, the actual number of shares to be purchased by 
any individual is not determinable.

     For each of the executive officers named in the Summary 
Compensation Table and the various indicated groups, the 
following table sets forth (i) the aggregate number of shares 
of the Corporation's Common Stock which were purchased under 
the expiring 1987 Employee Stock Purchase Plan during fiscal 
1996, and (ii) the weighted average per share purchase price 
paid for such shares.




                                         Number of           Average Per 
Name and Position                        Shares (#)          Share Price($)
                                                       
Phillip E. White                            855              21.05
Chairman, President     
and Chief Executive      
Officer

D. Kenneth Coulter                          583              19.45
Exec. Vice President,        
Worldwide Field Operations

Ronald M. Alvarez                           916              20.55
Vice President,              
Americas Sales             

Howard H. Graham                            876              21.06
Sr. Vice President,        
Finance and Chief         
Financial Officer 

Mike Saranga                                861              21.07
Sr. Vice President,        
Product Management    
and Development

Edwin C. Winder                             864              21.09
Sr. Vice President,        
Japan Operations         

All executive officers,                  12,068              20.47
as a group (16 persons)

Outside directors,
as a group(1)                                 0                  0

Non-executive officer 
employees, as a group                   537,934              19.56

________________

(1)  Directors who are not employees of the Corporation are 
not eligible to participate in the Purchase Plan.


APPROVAL OF AN AMENDMENT TO THE 1994 STOCK OPTION 
AND AWARD PLAN TO INCREASE THE NUMBER OF SHARES 
RESERVED FOR ISSUANCE UNDER THE PLAN BY 8,000,000 
SHARES
(ITEM C ON PROXY CARD)

     The Corporation has adopted an amendment to the 1994 
Stock Option and Award Plan (the "1994 Plan") increasing the 
number of shares reserved for issuance under the 1994 Plan by 
8,000,000 shares ("Additional Shares") to a total of 
16,000,000 shares, subject to the approval of the 
Corporation's stockholders. This amendment will become 
effective upon stockholder approval.

     The amendment also provides that stock options granted 
which cover any portion of the Additional Shares may not be 
repriced by the Corporation without stockholder approval. 
Repricing includes the reduction of the exercise price of an 
outstanding option or the grant of a new stock option in 
exchange for or in substitution of an outstanding stock 
option.

     Additionally, the amendment limits the number of 
Additional Shares which may be used for the grant of 
performance share awards to 10% of the total number of 
Additional Shares.

     The 1994 Plan was adopted by the Board in order to (i) 
increase incentive and to encourage stock ownership on the 
part of key employees of the Corporation and its affiliates, 
(ii) align the interests of key employees with those of the 
Corporation's stockholders and (iii) attract and retain the 
services of outstanding individuals, upon whose judgment, 
interest and special effort the Corporation's success is 
largely dependent.

     As of March 28, 1996, options for 7,008,035 shares of 
Common Stock were outstanding under the 1994 Plan and 844,351 
shares of Common Stock remained available for future awards. 
To date, no performance share awards have been granted under 
the 1994 Plan.

     The affirmative vote of the holders of a majority of the 
shares of Common Stock present or represented and entitled to 
vote at the Annual Meeting will be required to approve the 
amendment to the 1994 Plan increasing the number of shares 
reserved for issuance under the 1994 Plan by 8,000,000 
shares. Abstentions and broker non-votes will be counted as 
present for purposes of determining the presence or absence 
of a quorum. While abstentions will be counted as votes 
against this proposal, broker non-votes will not be treated 
as entitled to vote on this proposal, and accordingly, will 
not be counted when determining whether or not this proposal 
has been approved.

     THE INFORMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A  
VOTE "FOR" APPROVAL OF THE AMENDMENT TO THE 1994 PLAN 
INCREASING THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER 
THE 1994 PLAN BY 8,000,000 SHARES.

General

     The 1994 Plan is administrated by a committee of the 
Board of Directors consisting of not less than two directors 
(the "Committee").  The members of the Committee shall be 
appointed from time to time by, and shall serve at the 
pleasure of, the Board of Directors. At present, the Committee is 
made up of the members of the Corporation's Compensation 
Committee. 

     The 1994 Plan gives the Committee authority to either 
award options to purchase shares of Common Stock or award 
performance shares of Common Stock to be paid to 
participants on the achievement of certain performance goals 
set by the Committee with respect to each participant.  
Options awarded under the 1994 Plan may be either "incentive 
stock options" as defined in Section 422 of the Code, or 
nonqualified stock options, as determined by the Committee.   
 
     The Committee has all powers and discretion necessary 
and appropriate to administer the 1994 Plan and to control 
its operation, including, without limitation, the power to 
(i) determine which employees shall be granted awards, (ii) 
prescribe the terms and conditions of the awards, (iii) 
interpret the 1994 Plan and the awards, (iv) adopt such 
procedures and sub-plans as are necessary or appropriate to 
permit participation in the 1994 Plan by employees who are 
foreign nationals or employed outside of the United States, 
(v) adopt rules for the administration, interpretation and 
application of the 1994 Plan and (vi) interpret, amend or 
revoke any such rules.  All determinations and decisions 
made by the Committee pursuant to the provisions of the 1994 
Plan are final, conclusive and binding.  The Committee may 
delegate its authority and powers under the 1994 Plan to one 
or more directors or officers of the Corporation with 
respect to awards made to employees who are not executive 
officers of the Corporation. 

     The Board may, in its discretion, alter, amend or 
terminate the 1994 Plan or any part thereof, at any time and 
for any reason.  However, to the extent required by the 1994
Plan or required to maintain the 1994 Plan's qualification 
under Rule 16b-3 under the 1934 Act or Section 162(m) of the
 Code, any such amendment shall be subject to stockholder 
approval.  Neither the amendment, suspension nor termination 
of the 1994 Plan shall, without the consent of the participant, 
alter or impair any rights or obligations under any award 
previously granted.

Stock Subject to the 1994 Plan
 
     The maximum number of shares of the Corporation's 
Common Stock which may be awarded under the Corporation's 
current 1994 Plan is 8,000,000 shares.  If the proposed 
amendment is approved, the maximum number of shares 
shall increase from 8,000,000 shares to 16,000,000 shares.  
If an award is canceled, terminates, expires or lapses for any 
reason, the shares of stock which were subject to such award 
are returned to the 1994 Plan and become available for future 
award under the 1994 Plan. 

Eligibility

     The 1994 Plan provides that awards of stock options and 
performance shares may be granted to employees (including 
officers and directors who are also employees) of the 
Corporation and its affiliates, including corporations 
controlling, controlled by or under common control with the 
Corporation.  Awards of incentive stock options, however, 
may only be made to employees of the Corporation or its 
subsidiaries (generally, corporations which are at least 50% 
owned by the Corporation).  The Committee selects the 
participants and determines the number of shares subject to 
each award.  The 1994 Plan prohibits a single participant 
from receiving awards of stock options covering more than 
250,000 shares during any single fiscal year or awards of 
performance shares covering more than 100,000 shares during 
any single fiscal year.  The Committee has discretion, 
however, to award stock options covering up to 500,000 
shares to a participant in the fiscal year in which the 
participant first becomes an employee of the Corporation or 
is promoted from a position as a non-executive officer to a 
position as an executive officer. 

Stock Options

     Award Agreement.  The terms of stock option awards 
under the 1994 Plan are determined by the Committee.  Each 
award is evidenced by a written agreement between the 
Corporation and the person to whom the award is made.  The 
award agreement will specify the option price, the 
expiration date of the option, the number of shares to which 
the option pertains, any conditions to the exercise of the 
option and such other terms and conditions as the Committee, 
in its discretion, shall determine.   The award agreement 
will also specify whether the option is intended to be an 
incentive stock option or a nonqualified stock option.  
Generally, no consideration is paid by participants for the 
grant of a stock option award under the 1994 Plan. 

     Option Price.  The per share exercise price of each 
option awarded under the 1994 Plan will be no less than 100% 
of the fair market value per share on the date the option is 
awarded.  The fair market value of a share of Common Stock 
of the Corporation is the last quoted selling price for such 
shares on the date of award, or if there were no sales on 
such date, the arithmetic mean of the last quoted selling 
price on the nearest day before and the nearest day after 
the date of award, as determined by the Committee.  
Incentive stock options awarded to stockholders owning more 
than 10% of the Corporation's outstanding shares are subject 
to the additional restriction that the exercise price must 
be at least 110% of the fair market value of a share, as 
determined above, on the date of award. 

     Exercise of Options.  Options awarded under the 1994 
Plan will be exercisable at such times and subject to such 
restrictions and conditions (including without limitation, 
restrictions based on the passage of time or the achievement 
of certain performance goals) as the Committee shall 
determine in its discretion.  However, an option generally 
may not be exercisable until at least one year following its 
date of award.  An option may be exercised by giving written 
notice of the exercise to the Corporation specifying the 
number of full shares of Common Stock to be purchased and 
tendering payment of the purchase price to the Corporation.  
The option price upon exercise of any option shall be paid 
to the Corporation in full in cash or its equivalent.  The 
Committee, in its discretion, may also permit exercise by 
tendering previously acquired shares of the Corporation's 
Common Stock which have been beneficially owned for at least 
six months prior to their tender or by any other means which 
the Committee, in its discretion, determines to provide 
legal consideration for the shares and to be consistent with 
the purposes of the 1994 Plan. 

     Stock Option Term.  The maximum term of stock options 
awarded under the 1994 Plan is 10 years, except in the case 
of a participant's death, where the Committee has the 
discretion to allow the participant's beneficiary up to an 
additional year to exercise a nonqualified option.  An 
option generally may be exercised for up to one year 
following termination of employment.  However, the Committee 
reserves the right (and currently intends) to grant options 
with shorter maximum terms than are specified in this 
paragraph.   

     Nontransferability.  An option awarded under the 1994 
Plan is nontransferable by the participant other than by 
will, the laws of descent and distribution or, if permitted 
by the Committee, beneficiary designation, and is 
exercisable during the participant's lifetime only by the 
participant, or in the event of the participant's death, by 
the executor or administrator of the participant's estate or 
the participant's designated beneficiary. 

Performance Shares

     Award Agreement.  The terms of performance share awards 
under the 1994 Plan are determined by the Committee.  Each 
award is evidenced by a written agreement between the 
Corporation and the person to whom the award is made.  Each 
award agreement will set forth certain performance goals 
established by the Committee and the period in which such 
goals are to be met. The number or value of performance 
shares that will be paid out to a participant at the end 
of the performance period will depend on the extent such 
goals have been met by the participant.  The Committee 
reserves the right to adjust or waive the achievement of the 
performance goals it has set.  No consideration will be paid 
by participants for performance share awards under the 1994 
Plan.  While the Committee has discretion to grant 
performance shares to any employee, the Committee's current 
intention is to grant performance shares only if such awards 
would entitle the Corporation to favorable accounting or 
other treatment which would not be available if the 
Corporation granted only stock options.  To date, no 
performance share awards have been made under the 
1994 Plan.  Additionally, the amendment to the 1994 Plan 
provides that only ten percent of the Additional Shares 
added by the amendment may be used for the grant 
of performance share awards.

     Payment of Performance Shares.  Payment of earned 
performance shares is made as soon as practicable after the 
expiration of the applicable performance period.  The 
Committee, in its discretion, may pay earned performance 
shares in the form of shares, cash or a combination thereof.  
Payment of performance shares in cash results in the return 
of the shares to the 1994 Plan, and the shares subject to an 
award paid in cash will again be available for grant under 
the 1994 Plan. Unless otherwise established by the Committee 
in the applicable award agreement, upon a participant's 
termination of employment, for any reason, all remaining 
unearned performance shares shall be forfeited and returned 
to the 1994 Plan and shall again be available for award 
under the 1994 Plan. 

     Nontransferability.  A performance share award is 
nontransferable other than by will, the laws of descent and 
distribution or, if permitted by the Committee, beneficiary 
designation, and a participant's rights under an award are 
exercisable during the participant's lifetime only by the 
participant, or in the event of a participant's death, by 
the executor or administrator of the participant's estate or 
the participant's designated beneficiary. 

Term

     The term of the 1994 Plan shall remain in effect until 
terminated by the Board of Directors.  However, without 
further stockholder approval, no incentive stock option may 
be awarded under the 1994 Plan after March 22, 2004.   

Changes in Corporate Structure

     In the event of any merger, reorganization, 
consolidation, recapitalization, separation, liquidation, 
stock dividend, split-up, share combination or other change 
in the corporate structure of the Corporation affecting the 
shares, such adjustment shall be made in the number and 
class of shares which may be delivered under the 1994 Plan, 
and in the number and class of or price of shares subject to 
outstanding awards under the 1994 Plan, as the Committee, in 
its discretion, shall determine to be appropriate to prevent 
dilution or diminution of awards under the 1994 Plan. 

Tax Information

     Based on management's understanding of current federal 
income tax laws, the tax consequences of the grant and 
exercise of stock options and the award of performance shares 
are as follows. 

     Options awarded under the 1994 Plan may be either 
"incentive stock options," as defined in Section 422 of the 
Code, or nonqualified stock options. 

     If an option awarded under the 1994 Plan is an 
incentive stock option, the participant will recognize no 
income upon award of the incentive stock option and incur no 
tax liability due to the exercise unless the participant is 
subject to the alternative minimum tax.  The Corporation 
will not be allowed a deduction for federal income tax 
purposes as a result of the exercise of an incentive stock 
option regardless of the applicability of the alternative 
minimum tax.  Upon the sale or exchange of the shares at 
least two years after award of the option and one year after 
receipt of the shares by the participant any gain will be 
treated as long-term capital gain.  If these holding periods 
are not satisfied, the participant will recognize ordinary 
income equal to the difference between the exercise price 
and the lower of the fair market value of the shares at the 
date of the option exercise or the sales price of the 
shares.  The Corporation will be entitled to a deduction in 
the same amount as the ordinary income recognized by the 
participant.  Any gain recognized on such a premature 
disposition of the shares in excess of the amount treated as 
ordinary income will be characterized as capital gain. 
 
     All other options which do not qualify as incentive 
stock options are referred to as nonqualified options.  A 
participant will not recognize any taxable income at the 
time the participant is awarded a nonqualified option.  
However, upon its exercise, the participant will recognize 
ordinary income for tax purposes measured by the excess of 
the then fair market value of the shares over the option 
price.  Generally, the Corporation will be entitled to a 
deduction in the same amount as the ordinary income 
recognized by the participant.  The income recognized by a 
participant who is also an employee of the Corporation will 
be subject to tax withholding by the Corporation by payment 
in cash or out of the current earnings paid to the 
participant.  Upon resale of such shares by the participant, 
any difference between the sales price and the exercise 
price, to the extent not recognized as ordinary income as 
provided above, will be treated as capital gain or loss. 
 
     Generally, no income will be recognized by a 
participant in connection with an award of performance 
shares.  When the performance share award is paid, the 
participant will generally be required to include as taxable 
ordinary income in the year of payment an amount equal to 
the amount of cash received and the fair market value of any 
shares of Common Stock received. Generally, the Corporation 
will be entitled to a deduction in the same amount as the 
ordinary income recognized by the participant.  The income 
recognized by a participant who is also an employee of the 
Corporation will be subject to tax withholding by the 
Corporation by payment of cash or out of the current 
earnings paid to the participant.  Upon resale of any such 
shares by the participant, any difference between the sales 
price and the amount previously recognized as ordinary 
income as provided above will be treated as capital gain or 
loss. 

     Section 162(m) of the Code contains rules regarding 
the federal income tax deductibility of compensation 
paid to the Corporation's Chief Executive 
Officer and to each of its next four most highly compensated 
executive officers.  Under Section 162(m), the Corporation 
may deduct compensation paid to such an executive only to 
the extent that it does not exceed $1,000,000 during 
any fiscal year, or complies with certain conditions, including 
payment pursuant to a performance based plan approved by 
stockholders.

     The 1994 Plan is designed to qualify under section 
162(m) by (i) placing numerical limits on the number of 
options and performance shares which may be granted to any 
individual, and (ii) specifying certain performance criteria 
which the Committee may make applicable to grants of 
performance shares.  Specifically, the 1994 Plan provides 
that the Committee, in its discretion, may choose to make 
vesting of performance shares contingent upon the attainment 
of goals relating to revenue of the Corporation, return on 
stockholders' equity, and/or earnings per share.  Any such 
goals will be determined by the Committee at the time of 
grant and reflected in the written award agreement.  (As 
described in the preceding section, the Committee has broad 
discretion to set other performance goals, as well.)  By 
qualifying the 1994 Plan under Section 162(m), the 
Corporation is seeking to ensure that it will be able to 
receive a federal income tax deduction with respect to 
compensation paid under the 1994 Plan to the Corporation's 
executive officers.

     The foregoing summary of the effect of federal income 
taxation upon the participant and the Corporation with 
respect to the award and exercise of stock options and the 
award and payment of performance shares under the 1994 Plan 
does not purport to be complete, and reference should be 
made to the applicable provisions of the Code.  In addition, 
this summary does not discuss the provisions of the income 
tax laws of any municipality, state or foreign country in 
which the participant may reside. 

Number of Stock Option Awards To Certain Individuals and 
Groups

     For each of the executive officers named in the Summary 
Compensation Table and the various indicated groups, the 
following table sets forth the (i) aggregate number of shares 
of Common Stock subject to options granted under the 1994 
Plan during 1996 and (ii) the weighted average exercise price 
per share of the options granted.



                                    Number of
                                    Securities Underlying    Weighted Average 
Name and Position                   Options Granted (#)      Exercise Price ($/Sh)
                                                       
Phillip E. White                      200,000                24.125
Chairman, President     
and Chief Executive      
Officer

D. Kenneth Coulter                    195,000                24.022
Exec. Vice President,        
Worldwide Field Operations

Ronald M. Alvarez                      75,000                30.292
Vice President,              
Americas Sales             

Howard H. Graham                      100,000                24.125
Sr. Vice President,        
Finance and Chief         
Financial Officer 

Mike Saranga                          100,000                24.125
Sr. Vice President,        
Product Management    
and Development

Edwin C. Winder                        30,000                24.125
Sr. Vice President,        
Japan Operations         

All executive officers,             1,283,000                23.683
as a group (16 persons)

Outside directors,
as a group(1)                               0                     0

Non-executive officer 
employees, as a group               3,582,543                23.719

________________

(1)  Directors who are not employees of the Corporation are 
not eligible to participate in the 1994 Plan, but instead 
receive an automatic stock option award covering 15,000 
shares under the 1989 Outside Directors Stock Option Plan 
upon election or re-election to the Corporation's Board of 
Directors.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM D ON PROXY CARD)

     The Board selects the Corporation's independent
auditors on an annual basis for each ensuing fiscal year, to
serve at the discretion of the Board.  The Informix Board of
Directors has engaged Ernst & Young LLP as independent auditors
to audit the consolidated financial statements of the Corporation
for fiscal year 1997.

     If the stockholders, by the affirmative vote of the
holders of a majority of the shares of Common Stock present
or represented and entitled to vote at the Annual Meeting, do 
not ratify the appointment of Ernst & Young LLP, the selection 
of independent auditors will be reconsidered by the Board.  
Abstentions and broker non-votes will be counted for purposes of 
determining the presence or absence of a quorum, but will not be 
considered as cast either for or against ratification, and accordingly, 
will not be counted when determining whether or not ratification has 
occurred. Notwithstanding the selection, the Board, in its discretion,
may direct the appointment of a new independent auditing
firm at any time during the year if the Board feels that
such a change would be in the best interests of the
Corporation and its stockholders.

     Ernst & Young LLP has audited the financial statements of
the Corporation since 1988.  A representative of Ernst &
Young LLP will be present at the Annual Meeting and will be
given the opportunity to make a statement and respond to
appropriate questions.

     THE INFORMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A 
VOTE FOR RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS 
INDEPENDENT AUDITORS.


OTHER BUSINESS

     The Board knows of no business which will be presented
for consideration at the Annual Meeting other than as stated
herein and in the Notice of Meeting attached hereto.  If,
however, other matters are properly brought  before the
meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the shares represented
thereby on such matters as directed by the Board of Directors.


STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL
MEETING

     Proposals of stockholders intended to be presented at
the next Annual Meeting of Stockholders of the Corporation
(i) must be received by the Corporation at its offices no
later than December 15, 1997, and (ii) must satisfy the
conditions established by the Securities and Exchange
Commission for stockholder proposals to be included in the
Corporation's Proxy Statement for that meeting.


EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid to or earned 
by the Corporation's Chief Executive Officer and the Corporation's five 
other most highly compensated executive officers for services rendered 
to the Corporation during the fiscal years ended December 31, 1996, 1995 
and 1994:

SUMMARY COMPENSATION TABLE




                                                       Long Term
                                                       Compensation
                                                       Awards
                                       Annual          Securities
                                     Compensation       Underlying  All Other
Name and                           Salary    Bonus     Options      Compensation
Principal Position         Year    ($)       ($)       (#)(1)       ($)
                                                     
Phillip E. White           1996    461,667         0   200,000       4,284(2)
Chairman, President        1995    421,667   400,000   250,000       4,256
and Chief Executive        1994    387,000   300,000   100,000       3,000
Officer

D. Kenneth Coulter (3)     1996    283,235   174,985   195,000      83,045(4)
Exec. Vice President,      1995    227,100   194,102    60,000      29,617
Worldwide Field            1994    210,082   128,622    35,000      25,494
Operations

Ronald M. Alvarez (5)      1996    205,625    74,546    75,000       3,537(6)
Vice President,            1995    148,333   185,914    40,000       3,160
Americas Sales             1994    100,067   127,688    20,000       2,518

Howard H. Graham (7)       1996    261,333         0   100,000       3,566(8)
Sr. Vice President,        1995    244,333   200,000   120,000       3,363
Finance and Chief          1994    226,667   130,000    50,000       2,406
Financial Officer 

Mike Saranga               1996    245,667         0   100,000      45,875(9)
Sr. Vice President,        1995    229,333   168,000   130,000       5,525
Product Management         1994    212,000   150,000    40,000       3,844
and Development

Edwin C. Winder            1996    219,375    13,656    30,000       3,566(10)
Sr. Vice President,        1995    206,667   145,725    50,000       3,363
Japan Operations           1994    193,750   126,142    30,000       2,406

_______________

(1)  Adjusted to give effect to the two for one stock split
effected in the form of stock dividends declared in June
1995.

(2)  Includes $2,484 for group paid life insurance paid by
the Corporation and $2,000 for a 401K Plan corporate matching
contribution.

(3)  Adjusted to US dollar equivalents based on foreign
exchange rates on December 31, 1996, 1995 and 1994,
respectively.

(4)  Includes $1,829 for group paid life insurance paid by the
Corporation and $81,216 paid into a pension plan for Mr. Coulter.

(5)  Mr. Alvarez became an executive officer of the Corporation
on January 2, 1996.

(6)  Includes $1,537 for group paid life insurance paid by the
Corporation and $2,000 for a 401K Plan corporate matching 
contribution.

(7)  Mr. Graham resigned as an executive officer of the 
Corporation at the end of 1996.

(8)  Includes $1,566 for group paid life insurance paid by the
Corporation and $2,000 for a 401K Plan corporate matching 
contribution.

(9)  Includes $4,050 for group paid life insurance paid by the
Corporation and $2,000 for a 401K Plan corporate matching 
contribution. Also includes $39,825 of principal and interest 
forgiven by the Corporation under a promissory note given 
by Mr. Saranga to the Corporation.

(10)  Includes $1,566 for group paid life insurance paid by the
Corporation and $2,000 for a 401K Plan corporate matching 
contribution.




OPTION GRANTS IN LAST FISCAL YEAR

                                             INDIVIDUAL GRANTS
                        NUMBER OF                                                     POTENTIAL REALIZABLE VALUE
                        SECURITIES       % OF TOTAL                                   AT ASSUMED ANNUAL RATES OF
                        UNDERLYING       OPTIONS GRANTED   EXERCISE                   STOCK PRICE APPRECIATION
                        OPTIONS          TO EMPLOYEES      PRICE         EXPIRATION   FOR OPTION TERM (3)
NAME                    GRANTED (#)(1)   IN FISCAL YEAR    ($/SH)(2)     DATE         5% ($)      10% ($)
                                                                                
Phillip E. White (4)    200,000          3.50              24.125        5/16/2006    3,034,417   7,689,807

D. Kenneth Coulter       40,000          0.70              33.375        1/31/2006      839,574   2,127,646
                         35,000          0.61              24.125        5/16/2006      531,023   1,345,716
                        120,000          2.10              20.875        11/8/2006    1,575,381   3,992,325

Ronald M. Alvarez        50,000          0.87              33.375        1/31/2006    1,049,468   2,659,558
                         25,000          0.44              24.125        5/16/2006      379,302     961,226

Howard H. Graham (4)    100,000          1.75              24.125        5/16/2006    1,517,208   3,844,904

Mike Saranga            100,000          1.75              24.125        5/16/2006    1,517,208   3,844,904

Edwin C. Winder          30,000          0.52              24.125        5/16/2006      455,162   1,153,471

_______________


(1)  Options granted in 1996 are exercisable starting 12
months after the grant date, with 25% of the shares becoming
exercisable at that time and with an additional 25% of the
option shares becoming exercisable on each successive
anniversary date, with full vesting occurring on the fourth
anniversary date.  Under the terms of the option plan, the
Compensation Committee retains discretion, subject to plan
limits, to modify the terms of outstanding options.  The options
were granted for a term of ten years, subject to earlier
termination in certain events related to termination of
employment.

(2)  The exercise price and tax withholding obligations
related to exercise may be paid by delivery of already owned
shares, subject to certain conditions.

(3)  The 5% and the 10% assumed rates of appreciation are
mandated by the rules of the Securities and Exchange
Commission and do not represent the Corporation's estimate
or projection of the future Common Stock price.  Of course,
the actual realizable value of the stock options will depend
on the appreciation of the stock price and the executive
officer's continued employment with the Corporation through
the applicable vesting periods of the stock options.

(4)  The terms of the stock options granted to Messrs. White
and Graham in 1996 and prior years provide that such stock
options shall become fully vested and immediately
exercisable in the event of a change in control of the
Corporation.  A change in control of the Corporation is
defined as a sale or exchange of securities by the
stockholders of the Corporation, a merger involving the
Corporation or a sale of all or substantially all of the
assets of the Corporation, wherein the stockholders of the
Corporation immediately before the sale or exchange, merger
or sale of assets do not retain, directly or indirectly, at
least a majority of the beneficial interests in the voting
securities of (i) the Corporation, in the event of a sale or
exchange, (ii) the resultant corporation, in the event of a
merger, or (iii) the transferee corporation or corporations,
in the event of a sale of assets.




AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

                                                       NUMBER OF SECURITIES UNDERLYING   VALUE OF UNEXERCISED
                    SHARES                             UNEXERCISED OPTIONS               IN-THE-MONEY OPTIONS AT
                    ACQUIRED ON      VALUE             AT FISCAL YEAR-END (#)            FISCAL YEAR END ($)(1)
NAME                EXERCISE (#)     REALIZED ($)(1)   EXERCISABLE UNEXERCISABLE         EXERCISABLE UNEXERCISABLE
                                                                                   
Phillip E. White    140,000          3,219,368         1,037,500   382,500               14,669,971  2,802,188
D. Kenneth Coulter   50,000          1,111,560           207,500   105,000                2,748,199    840,000
Ronald M. Alvarez    52,000            754,562            10,000    50,000                   36,250    355,000
Howard H. Graham    125,000          2,187,310            60,000         0                  506,250          0
Mike Saranga         65,000            899,842            67,500   217,500                  439,842  1,569,684
Edwin C. Winder      30,000            543,100           242,500    87,500                3,995,617    700,938

_______________

(1)  Market value of the underlying securities at exercise
date or year-end, as the case may be, minus the exercise
price.


TRANSACTIONS WITH MANAGEMENT

     In June 1993, the Corporation made a loan in the principal 
amount of $150,000 to Mr. Saranga, Senior Vice President, Product 
Management and Development, in connection with his accepting 
employment by the Corporation.  The loan is secured by a second deed 
of trust on property acquired by Mr. Saranga in California and was 
originally due and payable in full on the earliest of June 2, 
1995, the date Mr. Saranga sold his Connecticut property or the 
date Mr. Saranga's employment with the Corporation was terminated.  
In June 1995, Mr. Saranga and the Corporation amended the loan to 
increase the interest rate of 3.56% per annum to 6.55% per annum and 
to provide that $30,000 of principal, and accrued interest, shall be 
forgiven on June 2, 1996 and each anniversary thereafter 
provided Mr. Saranga remains an employee of the Corporation.  The loan 
continues to provide that the full amount of unpaid principal 
and accrued interest will become immediately due and payable on 
the date Mr. Saranga's employment with the Corporation is terminated 
for any reason.

     Mr. Knorp, a director of the Corporation, is of counsel to the law 
firm of Gray Cary Ware & Freidenrich, which provided legal 
services to the Corporation in 1996 in connection with corporate, 
licensing and trademark matters.

     Notwithstanding anything to the contrary set forth in
any of the Corporation's previous filings under the
Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate
future filings, including this Proxy Statement, in whole or
in part, the following report and the Performance Graph shall
not be incorporated by reference into any such filings, nor
shall they be deemed to be soliciting material or deemed filed
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended.

REPORT OF THE COMPENSATION COMMITTEE OF THE 
BOARD OF DIRECTORS

     The duty of the Compensation Committee of the Corporation (the 
"Committee") is to set and administer policies for the Corporation's 
compensation programs, which include base and incentive pay 
plans, stock option and employee stock purchase plans, and other 
employee benefit plans. The Committee is comprised of three 
outside members of the Board of Directors: Messrs. Koch, 
McDonnell and Yansouni. 

     The Corporation, at the request of the Committee, has retained the 
services of Towers Perrin to assist the Committee in connection 
with its duties. Towers Perrin has provided these services to 
the Committee since 1991. As part of these services, Towers 
Perrin advises the Committee on the reasonableness of 
compensation paid to executive officers of the Corporation and how the 
overall level of compensation paid to executive officers 
compares to that paid by other companies that compete with 
the Corporation for executive employees (the "Comparison 
Companies"). 

     The Comparison Companies are a group of companies in the 
computer industry that are either the source of executive 
employees for the Corporation or which offer employment to candidates 
from the Corporation. The Comparison Companies are generally 
headquartered in the same geographic area as the Corporation and have 
similar international presences, market capitalizations and 
numbers of employees. They comprise approximately 40% of the 
companies in the Software Product Group of the Hambrecht & Quist 
Software Sector Index shown on the stock comparison graph below. The 
Committee believes that the Comparison Companies is the best 
group for comparing the Corporation's compensation levels because 
the Corporation competes with this group of companies for employees. 
The companies that comprise the H&Q Software Sector Index, 
the group used for stock performance, are the best for 
evaluating the Corporation's stock performance because they most closely 
represent the companies whose products and services compete 
with those of the Corporation. 

     Based upon the advice that the Committee receives from 
Towers Perrin, the Committee sets the annual compensation (base 
salary plus incentive compensation) of and stock option grants 
to the CEO. In addition, the Committee reviews the annual 
compensation and stock option grants recommended by management 
for all executive officers, and with the advice of Towers 
Perrin, approves compensation levels and stock option grants. 

     The Committee believes that annual compensation and benefit 
plans need to be managed as an investment in the Corporation's 
employees with the expectation that the employees will 
contribute to defined levels of financial performance and return 
to the Corporation's investors. An individual's annual compensation and 
stock option grants will vary in relation to the individual's 
position with the Corporation and that person's individual performance. 
The goal is to target base salaries at the 50th percentile 
of that provided by the Comparison Companies and to provide 
a total cash compensation opportunity through incentive 
bonuses at the 75th percentile for superior performance. The 
stock option grants given to employees are intended to provide 
long-term incentive compensation and as supplemental retirement 
benefits for employees. Grants are generally targeted at the 50th 
percentile of that provided by the Comparison Companies with grants 
to superior performing employees targeted at the 75th percentile. 
In making stock grants, the Committee also considers the 
historical and expected contributions of the employee and 
previous grants to that employee. 

     Other than a 401K Plan for US employees and as required by 
competitive practice or law in certain foreign countries where 
the Corporation has offices and employees, the Corporation does 
not provide retirement benefits for its employees. 

     The total compensation program is designed to support and 
complement the Corporation's mission, management philosophy, 
business strategies and employee relations goals; attract and retain 
able, skilled and motivated employees; and allow international 
locations to adapt compensation plans to local customs and 
requirements. 

     The CEO and all other executive officers receive a base 
salary that is generally adjusted annually to reflect changes in 
market conditions, the Corporation's performance and individual 
responsibilities. In addition, the CEO and all other executive 
officers and certain other key management employees participate 
in an annual Executive Incentive Compensation Plan (the "EICP"). 
Bonuses paid under the EICP are based on the officer's 
performance and on the performance of the Corporation as measured 
by financial objectives established by the Committee at the beginning 
of each fiscal year. In 1995 and again in 1996, the corporate financial 
objectives were and are operating profit and revenue growth, each 
rated equally in importance. The financial objectives are reviewed by 
the Committee each year and those used in a particular year are 
intended to reflect those areas most necessary to maximize the return 
to investors. Depending on the employee's level, target compensation 
under the EICP ranges from 20% to 60% of the employee's base salary. 
If the Corporation's financial and the individual's personal objectives are 
exceeded it is possible for the actual bonus amounts to exceed the 
target amounts. 

     Mr. White's base salary for 1996 was determined by review 
of base salaries paid to CEO's of the Comparison Companies. Mr. 
White's base salary for 1996 was at the median of the CEO 
salaries of the Comparison Companies based on information 
available for salaries paid in 1995. Mr. White's 1996 EICP 
participation was based 80% on the Corporation's financial performance 
and 20% on his personal performance.  

     Messrs. Coulter, Alvarez and Winder participate in the EICP, but, 
in addition to the objectives described above, a portion of 
their incentive compensation is determined by the results of 
their respective sales organizations. 

     Because the Corporation did not meet the corporate financial 
objectives set by the Committee, Mr. White and the other 
executive officers of the Corporation did not receive any payments
under the EICP for 1996.

     During 1996, the Committee considered and granted stock 
options to the executive officers of the Corporation, including Mr. 
White. Each of the officers received grants based on his or her 
performance, level of responsibility, historical and expected 
contribution to the Corporation's success and previous grants. Mr. 
White received a stock option grant covering 200,000 shares 
based on his senior position with the Corporation, his previous grants 
and his past and expected contributions to the Corporation's future 
success.  Each option was granted at the fair market value 
on the date of grant and will only be of value to the employee if, and 
when, the price of the Corporation's stock exceeds the exercise price 
of the option and only if the employee remains with the Corporation 
until the option vests.

     The Committee has been advised that none of the Corporation's 
executive officers have received compensation in 1996 that will 
result in the loss of a corporate federal income tax deduction 
under Section 162(m) of the Internal Revenue Code of 1986, as
amended. In the future it is the intention of the Committee to
design compensation plans for executive officers in such a way
that the compensation is deductible under Section 162(m).

Compensation Committee Members: 

                                James L. Koch
                                Thomas A. McDonnell
                                Cyril J. Yansouni


CORPORATION STOCK PRICE PERFORMANCE

     The following graph shows a five-year comparison of
cumulative total stockholder returns for the Corporation, the Nasdaq 
Stock Market Index (US) and the Hambrecht & Quist Software Sector 
Index for the period commencing on the last trading day in December 
1991 and ending on the last trading day in December 1996.


COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN (1)

[The performance graph has been omitted and is described in
the appendix filed herewith.  The following table sets forth
the data points plotted on the omitted graph.]



                                 1991    1992    1993    1994    1995    1996
                                                       
Informix                         $100    $527    $618    $935    $1,745  $1,185
Nasdaq Stock Market Index (US)   $100    $116    $134    $131      $185    $227
H&Q Software Sector Index        $100    $112    $120    $151      $217    $263

______________

(1)  Cumulative total stockholder returns assume that $100 was invested 
on the last trading day in December 1991 at the closing sales price in 
the Corporation's Common Stock and each index and that all dividends 
were reinvested.  No cash dividends have been declared on the 
Corporation's Common Stock.  Stockholder returns over the indicated 
period should not be considered indicative of future stockholder 
returns.

     The Nasdaq Stock Market Index (US) was prepared by the
Center for Research in Security Prices and includes all U.S.
Nasdaq Stock Market companies.

     The H&Q Software Sector Index is a subset of the H&Q
Technology Index and is comprised of publicly traded stocks
considered by H&Q as representative of the software
marketplace as a whole.

By Order of the Board of Directors,


David H. Stanley, Secretary




APPENDIX TO PROXY STATEMENT
FOR ELECTRONICALLY FILED DOCUMENT

1.  Performance Graph.  The performance graph required by 
Item 402(l) of Regulation S-K is set forth in the paper copy 
of the Proxy Statement immediately following the caption 
"COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN". 

     The performance graph plots the data points listed below the 
graph for the data sets (i) Informix, (ii) Nasdaq Stock 
Market Index (US) and (iii) H&Q Software Sector Index.  The 
graph has a horizontal axis at its bottom which lists from 
left to right the dates Dec-91, Dec-92, Dec-93, Dec-94, Dec-95
and Dec-96.  The graph has a vertical axis at its left 
which lists from bottom to top the numbers 0, 400, 800, 1200, 
1600 and 2000.  The data points for each data set are 
plotted on the graph and are connected by a line.  The line 
connecting the data points in the Informix data set is bold, 
while the lines connecting the data points in the Nasdaq Stock
Market Index (US) data set and the H&Q Software Sector Index
data set are normal and dashed, respectively. 




PROXY

INFORMIX CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF 
DIRECTORS.

     The undersigned hereby appoints Phillip E. White and
David H. Stanley and either of them, as attorneys of the
undersigned with full power of substitution, to vote all
shares of stock which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of Informix Corporation,
to be held at the Corporation's headquarters located at 4100
Bohannon Drive, Menlo Park, California, on Thursday,
May 22, 1997 at 5:00 p.m., local time, and at any
continuation or adjournment thereof, with all the powers
which the undersigned might have if personally present at
the meeting.

     The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement, dated April
14, 1997, and hereby expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect
to the shares of stock represented by this Proxy and by
filing this Proxy with the Secretary of the Corporation,
gives notice of such revocation.

     WHERE NO CONTRARY CHOICE IS INDICATED BY THE
STOCKHOLDER, THIS PROXY, WHEN RETURNED, WILL BE 
VOTED FOR SUCH PROPOSALS AND WITH DISCRETIONARY 
AUTHORITY UPON SUCH OTHER MATTERS AS MAY PROPERLY 
COME BEFORE THE MEETING. THIS PROXY MAY BE REVOKED 
AT ANY TIME PRIOR TO THE TIME IT IS VOTED.

     PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.

SEE REVERSE SIDE






     THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING:

A.     Election of Class I Director:

         Nominee: Cyril J. Yansouni

         FOR /  /          WITHHELD /  /

B.      To approve the implementation of the 1997 Employee Stock 
Purchase Plan and the reservation of 4,000,000 shares for 
issuance thereunder.

          FOR /  /     AGAINST /  /     ABSTAIN /  /

C.      To approve an amendment to the 1994 Stock Option and Award 
Plan to increase the number of shares reserved for issuance under 
the plan by 8,000,000 shares.

          FOR /  /     AGAINST /  /     ABSTAIN /  /

D.     To approve the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending December 31, 1997.

         FOR /  /     AGAINST /  /     ABSTAIN /  /

E.     To transact such other business as may properly come before 
the meeting.


MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT  /  /

     Please date and sign exactly as your name or names
appear hereon.  Corporate or partnership proxies should be
signed in full corporate or partnership name by an
authorized person.  Persons signing in a fiduciary capacity
should indicate their full titles in such capacity.


Signature:__________________  Date_____________

Signature:__________________  Date_____________