8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

August 25, 1997 (August 12, 1997)
Date of report (Date of earliest event reported)

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

Delaware
(State or Other Jurisdiction of Incorporation)

0-15325
(Commission File Number)

94-3011736
(I.R.S. Employer Identification No.)

4100 Bohannon Drive
Menlo Park, California 94025
(Address of Principal Executive Offices) (Zip Code)

650-926-6300
(Registrant's Telephone Number, Including Area Code)


Item 5.  Other Events.

On August 13, 1997, Informix Corporation (the "Company") issued a press 
release announcing that on August 12, 1997 the Company had received a 
$40 million equity investment from Fletcher International Limited.  
A copy of the press release is attached to this Current Report as 
exhibit 99.1 and is incorporated herein.

The Company sold 160,000 shares of newly issued Series A Convertible 
Preferred Stock for an aggregate of $40 million and issued a warrant to 
acquire up to an additional 140,000 shares of Series A Convertible 
Preferred Stock at an aggregate exercise price of up to $35 million. The 
offer and sale of these securities were not registered under the 
Securities Act of 1933 pursuant to the exemption provided by Regulation 
S and these securities may not be offered or sold in the United States 
absent registration or an applicable exemption from registration 
requirements. Hambrecht & Quist LLC served as the Company's placement agent.

The Series A Convertible Preferred Stock is convertible into shares 
of Common Stock at any time after issuance and will automatically 
convert into Common Stock 18 months following the date of its issuance 
by Informix. At the holder's option, each share of Series A Convertible 
Preferred Stock, which has a face value of $250, is convertible into 
Common Stock at a per share price equal to 101% of the Common Stock 
average price for the thirty trading days ending five trading days prior 
to the conversion, but not greater than the lesser of (i) 105% of the 
Common Stock average price of the first five trading days of such thirty 
day period, or (ii) $12. The number of shares of Common Stock to be 
issued upon conversion will vary based on future stock price movements.

The warrant may generally be exercised from and after August 13, 1997 to 
and including February 15, 1998, with a provision for extension of the 
warrant exercise period under certain circumstances. The exercise price 
for the Series A Convertible Preferred Stock related to the warrant is 
$250 per share of Series A Convertible Preferred Stock.

The foregoing description is only a summary and is qualified in its 
entirety by reference to the Subscription Agreement dated as of August 
12, 1997 between the Company and Fletcher International Limited and the 
Certificate of Designation of Series A Convertible Preferred Stock 
attached to this Current Report as exhibits 99.2 and 99.3, respectively.

The proceeds from the equity investment will be used for working capital 
purposes.

Item 7.  Exhibits.

Copies of the press release, the Subscription Agreement and the 
Certificate of Designation are filed as exhibits to this Current Report.

Item 9.  Sales of Equity Securities Pursuant to Regulation S.

Reference is made to Item 5 of this Current Report.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Current Report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Menlo
Park, State of California, on August 25, 1997.

                              INFORMIX CORPORATION
                              (Registrant)

                              By /s/ David H. Stanley, 
                                     David H. Stanley, 
                                     Vice President,
                                     Legal and Corporate Services,
                                     General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit
Number               Description
- -------

99.1                  Press Release dated August 13, 1997

99.2                  Subscription Agreement dated as of August 12, 
                          1997 between the Company and Fletcher 
                          International Limited

99.3                  Certificate of Designation of Series A Convertible
                          Preferred Stock

EX-99.1

Editorial Contacts:
          
Margaret Brauns          Robert Manetta        Jill Lindstedt
Financial Analysts       Public Relations      Industry Analysts
650-926-6025             650-926-6978          650-926-1940


INFORMIX CORPORATION RECEIVES $40 MILLION EQUITY 
INVESTMENT FROM FLETCHER INTERNATIONAL LIMITED


MENLO PARK, CA, Aug. 13, 1997 -- Informix Corporation 
(NASDAQ: IFMX) today announced that it has received a $40 million equity
investment from Fletcher International Limited.
     The Company sold 160,000 shares of newly issued Series A 
Convertible Preferred Stock for an aggregate of $40 million and issued a 
warrant to acquire up to an additional 140,000 shares of Series A 
Convertible Preferred Stock at an aggregate exercise price of up to $35 
million. The offer and sale of these securities were not registered 
under the Securities Act of 1933 pursuant to an exemption and these 
securities may not be offered or sold in the United States absent 
registration or an applicable exemption from registration requirements. 
Hambrecht & Quist LLC served as the Company's placement agent on this 
transaction.
     The Series A Convertible Preferred Stock is convertible into shares 
of Common Stock at any time after issuance and will automatically 
convert into Common Stock 18 months following the date of its issuance 
by Informix. At the holder's option, each share of Series A Convertible 
Preferred Stock, which has a face value of $250, is convertible into 
Common Stock at a per share price equal to 101% of the Common Stock 
average price for the thirty trading days ending five trading days prior 
to the conversion, but not greater than the lesser of (i) 105% of the 
Common Stock average price of the first five trading days of such thirty 
day period, or (ii) $12. The number of shares of Common Stock to be 
issued upon conversion will vary based on future stock price movements.
     The warrant may generally be exercised from and after August 13, 
1997 to and including February 15, 1998, with a provision for extension 
of the warrant exercise period under certain circumstances. The exercise 
price for the Series A Convertible Preferred Stock related to the 
warrant is $250 per share of Series A Convertible Preferred Stock.
     Bob Finocchio, Chairman and CEO of Informix said: "We are most 
pleased to close the investment with Fletcher International Limited. We 
intend to use the proceeds in our operations as we work to get Informix 
back on track towards profitability."

About Informix
     Informix Software, Inc., the Company's operating subsidiary based 
in Menlo Park, Calif., provides innovative database technology that 
enables the world's leading corporations to manage and grow their 
businesses. Informix is widely recognized as the technology leader for 
corporate computing environments ranging from workgroups to very large 
OLTP and data warehouse applications.  Informix's database servers,
application development tools, superior customer service, and strong
partnerships enable the Company to be at the forefront of many leading-
edge information technology solution areas. Informix information is 
accessible via the World Wide Web at http://www.informix.com.

                             # # #

EX-99.2

SUBSCRIPTION AGREEMENT


          This Subscription Agreement (the "Agreement") dated August 12, 
1997 is entered into by and between Informix Corporation, a Delaware 
corporation (together with its successors, "Informix" or the "Company"), 
and Fletcher International Limited, a company organized under the laws 
of the Cayman Islands (together with its successors, "Fletcher").

          Unless otherwise defined herein, capitalized terms used herein 
and not defined herein shall have the meanings given to them in 
Regulation S (as now in effect or as hereafter amended, "Regulation S") 
under the Securities Act of 1933, as amended (the "Securities Act").

          The parties hereto agree as follows:

          1.  Purchase and Sale.  In consideration of and upon the basis 
of the representations, warranties and agreements and subject to the 
terms and conditions set forth in this Agreement:

               a.     Convertible Preferred Stock.  Fletcher agrees to 
purchase from Informix, and Informix agrees to sell to Fletcher, on the 
Closing Date specified in Section 2 hereof, 160,000 shares (the "Initial 
Preferred Shares") of Informix's Convertible Preferred Stock, Series A, 
liquidation preference $250 per share (the "Preferred Stock"), having 
the terms and conditions set forth in the Certificate of Designation 
attached hereto as Annex A (the "Certificate of Designation"), at an 
aggregate purchase price of $40,000,000 (the "Initial Purchase Price"). 

               b.     Joint Option.  Fletcher and Informix may by mutual 
further consent exercise an option (the "Joint Option") providing for 
Informix to sell to Fletcher up to an additional number of shares (the 
"Joint Preferred Shares") of Preferred Stock at a purchase price (the 
"Joint Purchase Price") equal to the liquidation preference of such 
Option Preferred Shares.  To exercise the Joint Option, which exercise 
shall be irrevocable, (i) Informix shall have delivered written notice 
(the "Joint Notice") to Fletcher from the date six months after the 
Closing Date to but not later than May 31, 1998 in the form attached 
hereto as Annex B, and (ii) Fletcher, in its sole and absolute 
discretion, shall have accepted such offer by duly executing and 
delivering such Joint Notice to Informix within 10 trading days of 
receipt of such Joint Notice.  Unless Fletcher accepts such offer, 
Fletcher shall have no obligation whatsoever to accept or deliver a 
Joint Notice or to purchase any Joint Preferred Shares.  The date 
Informix delivers the Joint Notice is referred to herein as  the "Joint 
Option Notice Date".  If the Joint Option is exercised and accepted, 
such sale shall take place on the Joint Closing Date (as defined below) 
upon satisfaction of the terms and conditions described herein.  The 
aggregate liquidation preference of the Joint Preferred Shares shall be 
equal to an amount up to $35,000,000 as agreed by the parties.  Upon 
satisfaction or, if applicable, waiver of the relevant conditions set 
forth in Sections 8 and 9 hereof, the closing of the sale of the Joint 
Preferred Shares (the "Joint Closing") shall take place initially via 
facsimile on the first trading day which is at least 30 calendar days 
following acceptance and delivery of the Joint Notice by Fletcher or at 
a time and date mutually agreed upon, provided that such Joint Closing 
shall not occur prior to the sixth month anniversary of the Closing Date 
(such date and time being referred to herein as the "Joint Closing 
Date").

               c.     Warrant.  Informix grants Fletcher a warrant (the 
"Warrant", and together with the Joint Option, an "Option") to purchase 
from Informix from time to time up to an additional number of shares 
(the "Warrant Preferred Shares", and together with the Joint Option 
Preferred Shares, the "Option Preferred Shares") of Preferred Stock as 
determined below at a purchase price (the "Warrant Purchase Price", and 
together with the Joint Option Purchase Price, the "Option Purchase 
Price") equal to the liquidation preference of such Warrant Preferred 
Shares.  To exercise the Warrant, Fletcher shall have delivered one or 
more written notice(s) in the form attached hereto as Annex G (a 
"Warrant Notice") to Informix from time to time prior to the February 
15, 1998 (the "Warrant Exercise Date"), provided that the Warrant 
Exercise Date shall be extended by one trading day for each trading day 
past September 21, 1997 on which Informix is not a Reporting Issuer (as 
defined in Regulation S).  If the Warrant is exercised, such sale shall 
take place on a Warrant Closing Date (as defined below) upon 
satisfaction of the terms and conditions described herein. The aggregate 
liquidation preference of the Warrant Preferred Shares shall not exceed 
$35,000,000.  Upon satisfaction or, if applicable, waiver of the 
relevant conditions set forth in Sections 8 and 9 hereof, the closing of 
the sale of the Warrant Preferred Shares (the "Warrant Closing", and 
together with the Joint Closing, an "Option Closing") shall take place 
initially via facsimile at Fletcher's option on (i) the date that is 
three trading days following delivery of the Warrant Notice or (ii) in 
the event Fletcher has made a Registration Request under Section 7(a), 
the date that is 10 trading days excluding and following the date on 
which Informix notifies Fletcher that a registration statement relating 
to all shares of Converted Stock has been declared effective, or at such 
other date and time as Fletcher and Informix shall mutually agree (such 
date and time being referred to herein as the "Warrant Closing Date", 
and together with the Joint Closing Date, an "Option Closing Date").  In 
the event Fletcher has made a Registration Request under Section 7(a), 
and notwithstanding Informix's best efforts, such registration statement 
has not been declared effective on or before July 15, 1998, the Warrant 
shall expire and no longer be exercisable and any prior notice of 
exercise of the Warrant shall be deemed to have been rescinded unless 
prior to such date Fletcher exercises the Warrant by delivery of a 
further Warrant Notice stating that Warrant Closing Date shall be the 
date that is three trading days following delivery of such Warrant 
Notice.  Nothing in this section limits Informix's obligations under 
Section 7.  


          The Warrant represented hereby shall be issued on the Closing 
Date pursuant to the Subscription Agreement dated August 12, 1997 
between Informix Corporation and Fletcher International Limited.  
Neither the Warrant represented hereby nor the securities issued upon 
exercise of the Warrant have been registered under the Securities Act of 
1933, as amended (the "Securities Act").  The Warrant represented hereby 
may not be exercised by or on behalf of any U.S. Person (as defined in 
regulation S under the Securities Act ("Regulation S")) unless the 
securities issuable upon exercise of the Warrant are registered under 
the Securities Act or an exemption from registration is available.  The 
Warrant represented hereby shall be issued and sold in reliance on the 
exemption from registration provided by Regulation S.

               d.  Converted Stock.  The term "Converted Stock" shall 
apply to any shares of Informix's common stock, par value $0.01 per 
share (the "Common Stock") issued or to be issued to Fletcher upon 
conversion of the Initial Preferred Shares or the Option Preferred 
Shares pursuant to the terms of this Agreement and the Certificate of 
Designation.

          2.     Closing.   A.     The closing of the sale of the 
Initial Preferred Shares (the "Closing") shall take place initially via 
facsimile on August 12, 1997 upon satisfaction or,  if applicable, 
waiver of the conditions set forth in Sections 8 and 9 hereof, or at 
such other date and time as Fletcher and Informix shall mutually agree 
(such date and time being referred to herein as the "Closing Date"), 
provided that the original certificates representing the Initial 
Preferred Shares shall be delivered via Federal Express to Fletcher at 
the address set forth in Section 14.

          At the Closing, the following deliveries shall be made:

               a.  Initial Preferred Shares.  Informix shall deliver to 
Fletcher ten stock certificates, each representing an equal number of 
shares of Preferred Stock and collectively representing the Initial 
Preferred Shares, duly registered on the books of Informix in the name 
of Fletcher, against payment by Fletcher of the Initial Purchase Price 
in immediately available funds to the following account:  Informix 
Software, Inc., Account Number:  12330-09815, Bank of America N.T. & 
S.A., 1850 Gateway Boulevard, Concord, CA  94520, ABA Routing Number:   
121 000 358.

               b.  Closing Documents.  The closing documents required by 
Sections 8 and 9 shall be delivered to Fletcher and Informix, 
respectively.

               c.  Delivery Notice.  An executed copy of the delivery 
notice in the form attached hereto as Annex C shall be delivered to 
Fletcher.

          The foregoing deliveries shall be deemed to occur 
simultaneously as part of a single transaction, and no delivery shall be 
deemed to have been made until all such deliveries have been made.

          B.     At any Option Closing, the following deliveries shall 
be made:

               a.  Option Preferred Shares.  Informix shall deliver the 
certificate representing the Option Preferred Shares, duly registered on 
the books of Informix in the name of Fletcher, against payment by 
Fletcher of the Option Purchase Price in immediately available funds to 
the account identified in the Joint Notice, in the case of the Joint 
Option, or  by certified or official bank check to the order of 
Informix, in the case of a Warrant.

               b.     Closing Documents.  The closing documents required 
by Sections 8 and 9 shall be delivered to Fletcher and Informix, 
respectively.

               c.     Delivery Notice.  An executed copy of the delivery 
notice in the form attached hereto as Annex C shall be delivered to 
Fletcher.

          The foregoing deliveries shall be deemed to occur 
simultaneously as part of a single transaction, and no delivery shall be 
deemed to have been made until all such deliveries have been made.  The 
original certificates representing the Option Preferred Shares shall be 
delivered via Federal Express to Fletcher at the address set forth in 
Section 14 hereof, unless Fletcher shall have delivered to Informix a 
written notice specifying a different address.

          3.  Representations and Warranties of Informix.  Except as set 
forth in the Disclosure Schedule attached hereto as Annex D, Informix 
hereby represents and warrants to Fletcher on the date hereof, the 
Closing Date, the Option Closing Date, and on the date any Preferred 
Share or Option Preferred Share is converted into Common Stock (each a 
"Conversion Date") (unless otherwise specified as provided in the 
paragraphs below) as follows:

               a.     Informix has been duly incorporated and is validly 
existing in good standing under the laws of Delaware, or, after the 
Closing Date if another entity has succeeded Informix in accordance with 
the terms hereof, under the laws of one of the United States.

               b.     The execution, delivery and performance of this 
Agreement (including the issuance of the Initial Preferred Shares and 
Option Preferred Shares) and of the Certificate of Designation by 
Informix have been duly authorized by all requisite corporate action and 
no further consent or authorization of Informix, its Board of Directors 
or its stockholders is required in connection therewith (except to the 
extent anticipated in the Certificate of Designation relating to Excess 
Preferred Shares (as defined therein)).  This Agreement has been duly 
executed and delivered by Informix and, when duly authorized, executed 
and delivered by Fletcher, will be a valid and binding agreement of 
Informix, enforceable against Informix in accordance with its terms, 
subject to bankruptcy, insolvency, reorganization, moratorium and 
similar laws of general applicability relating to or affecting 
creditors' rights generally and to general principles of equity.

               c.      Informix has full corporate power and authority 
necessary to execute and deliver this Agreement and to perform its 
obligations hereunder (including the issuance of the Initial Preferred 
Shares and the Option Preferred Shares) and under the Certificate of 
Designation.

               d.     Except as may be required under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, no consent, 
approval, authorization or order of any court, governmental agency or 
other body is required for the execution and delivery by Informix of 
this Agreement or the performance by Informix of any of its obligations 
hereunder (including the issuance of the Initial Preferred Shares and 
the Option Preferred Shares) and under the Certificate of Designation.

               e.     Except as may be required under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, none of the 
execution and delivery by Informix of this Agreement, the performance by 
Informix of any of its obligations hereunder (including issuance of the 
Initial Preferred Shares and the Option Preferred Shares) and under the 
Certificate of Designation:

                    (1)  violates, conflicts with, results in a breach 
of, or constitutes a default (or an event which with the giving of 
notice or the lapse of time or both would be reasonably likely to 
constitute a default) under (A) the Certificate of Incorporation or by-
laws of Informix or any of its subsidiaries or any certificate of 
designation relating to any securities of Informix or any of its 
subsidiaries, (B) any decree, judgment, order, law, treaty, rule, 
regulation or determination of any court, governmental agency or body, 
or arbitrator having jurisdiction over Informix or any of its 
subsidiaries or any of their respective properties or assets, (C) the 
terms of any bond, debenture, note or any other evidence of 
indebtedness, or any agreement, stock option or other similar plan, 
indenture, lease, mortgage, deed of trust or other instrument to which 
Informix or any of its subsidiaries is a party, by which Informix or any 
of its subsidiaries is bound, or to which any of the properties or 
assets of Informix or any of its subsidiaries is subject, (D) the terms 
of any "lock-up" or similar provision of any underwriting or similar 
agreement to which Informix or any of its subsidiaries is a party or (E) 
any rules of the National Association of Securities Dealers, Inc. 
applicable to Informix or the transactions contemplated hereby; or

                    (2)  results in the creation or imposition of any 
lien, charge or encumbrance (other than encumbrances that may be imposed 
under federal securities laws) upon (A) any Initial Preferred Share, 
Option Preferred Share or any Converted Stock or (B) any of the 
properties or assets of Informix or any of its subsidiaries.

               f.     Informix has validly reserved 160,000 shares of 
Preferred Stock for issuance pursuant to the terms hereof at the Closing 
and 9 million shares of Common Stock for issuance upon conversion of the 
Initial Preferred Shares, subject only to filing the Certificate of 
Designation, which will be accomplished on or before the Closing Date.  
On any Option Closing Date, Informix represents that it has validly 
reserved all shares of Preferred Stock issued thereon and a number of 
shares of Common Stock equal to twice the number of shares then issuable 
upon conversion of the Initial Preferred Shares and the Option Preferred 
Shares.  When issued to Fletcher against payment therefor, each 
Preferred Share, Option Preferred Share and share of Converted Stock:

                    (1)  will be duly and validly authorized, duly and 
validly issued, fully paid and non-assessable;

                    (2)  will be free and clear of any security 
interests, liens, claims or other encumbrances (other than encumbrances 
that may be imposed under federal securities laws); and

                    (3)  will not have been issued or sold in violation 
of any preemptive or other similar rights of the holders of any 
securities of Informix.

               g.     When issued, each share of Converted Stock will be 
duly listed and admitted for trading on the on the NASDAQ National 
Market ("NASDAQ") or, if applicable, listed and registered on a national 
securities exchange (as defined in the United States Securities Exchange 
Act of 1934, as amended (the "Exchange Act")).  Informix satisfies all 
quantitative maintenance criteria of the NASDAQ.

               h.     Informix is a reporting issuer within the meaning 
of Regulation S ("Reporting Issuer"), provided, however, that the 
representation and warranty contained in this Section 3(h) shall not be 
required to be given in respect of an Option Closing Date or any 
Conversion Date if the provisions of Section 7 are applicable and 
Informix is in full compliance therewith and Fletcher is permitted to 
resell the Converted Stock thereunder. 

               i.     There is no pending or, to the best knowledge of 
Informix, threatened action, suit, proceeding or investigation before 
any court, governmental agency or body, or arbitrator having 
jurisdiction over Informix or any of its affiliates that would 
materially affect the execution by Informix of, or the performance by 
Informix of its obligations under, this Agreement. 

               j.     Informix has filed all filings with the United 
States Securities and Exchange Commission (the "SEC") under the 
Securities Act or under Section 13(a) or 15(d) of the Exchange Act (any 
such filing, an "SEC Filing") required to be filed by Informix pursuant 
to such acts and no SEC Filing, or press release (including without 
limitation the press release issued on August 7, 1997 relating to the 
restatement of Informix's financial statements) containing information 
material to the business of Informix as a whole, contained any untrue 
statement of a material fact or omitted to state any material fact 
necessary in order to make the statements, in the light of the 
circumstances under which they were made, not misleading.  From and 
after the Closing Date, the financial statements of Informix included in 
SEC Filings (including any similar documents filed after the date of 
this Agreement) comply as to form in all material respects with 
applicable accounting requirements and the published rules and 
regulations of the SEC with respect thereto have been prepared in 
accordance with generally accepted accounting principles (except, in the 
case of unaudited statements, as permitted by Form 10-Q of the SEC) 
applied on a consistent basis during the periods involved (except as may 
be indicated in the notes thereto) and fairly present the consolidated 
financial position of Informix and its consolidated subsidiaries as of 
the dates thereof and the consolidated results of their operations and 
cash flows for the periods then ended (subject, in the case of unaudited 
statements, to normal year-end audit adjustments).  

               k.     Since the date of Informix's most recent quarterly 
report on Form 10-Q or most recent periodic report on Form 8-K filed 
with the SEC, there has not been, and Informix is not aware of any 
development that is reasonably likely to result in, any material adverse 
change in the condition, financial or otherwise, or in the business 
affairs of Informix, whether or not arising in the ordinary course of 
business.  The representations and warranties contained in this Section 
3.k. shall not be required to be given in respect of any Conversion Date 
or any Warrant Closing Date.

               l.     The offer and sale of the Initial Preferred Shares 
and the Option Preferred Shares, subject to compliance by Fletcher with 
the applicable representations and warranties contained in Section 4 
hereof and with the applicable covenants and agreements contained in 
Section 6 hereof, shall be made in accordance with the provisions and 
requirements of Regulation S and any applicable state law, provided, 
however, that the representations and warranties contained in this 
Section 3(l) shall not be required to be given in respect of the Option 
Closing Date or any Conversion Date if the provisions of Section 7 are 
applicable and Informix is in full compliance therewith and Fletcher is 
permitted to resell the Common Stock thereunder. 

               m.     Neither Informix nor any of its affiliates nor any 
person acting on its or their behalf has engaged or will engage in any 
directed selling efforts within the meaning of Regulation S ("Directed 
Selling Efforts") with respect to the Initial Preferred Shares, the 
Option Preferred Shares or the Converted Stock, and all such persons 
understand and have complied and will otherwise comply with the 
applicable requirements of Regulation S, provided, however, that the 
representations and warranties contained in this Section 3(m) shall not 
be required to be given in respect of the Option Closing Date or any 
Conversion Date if the provisions of Section 7 are applicable and 
Informix is in full compliance therewith and Fletcher is permitted to 
resell the Common Stock thereunder. 

               n.     The transactions contemplated by this Agreement 
are not part of a plan or scheme on the part of Informix, any of its 
affiliates or any person acting on its or their behalf to evade the 
registration provisions of the Securities Act.

               o.      Informix has not issued, and after the date 
hereof, will not issue, any stop transfer order or other order impeding 
the sale and delivery of the Initial Preferred Shares, the Option 
Preferred Shares or the Converted Stock except for a stop order 
restricting the sale of any of the foregoing securities to any person in 
the United States or to or for the account or benefit of any U.S. Person 
during an applicable Restricted Period or otherwise not in compliance 
with any applicable securities law or regulation.

               p.      Neither Informix nor any of its affiliates has 
offered to sell or sold any Common Stock or any securities convertible 
into or exchangeable or exercisable for Common Stock in reliance upon 
Regulation S at any time during the 12 months prior to the date of this 
Agreement; and as of the date hereof there are no outstanding 
convertible or exchangeable securities that have been offered or sold in 
reliance upon Regulation S, except, in each case, the Initial Preferred 
Shares, the Option Preferred Shares and the Converted Stock, and as of 
an Option Closing Date there are no outstanding convertible or 
exchangeable equity securities that have been offered or sold in 
reliance upon Regulation S, except, in each case, the Initial Preferred 
Shares, the Option Preferred Shares and the Converted Stock.  The 
representations and warranties contained in this Section 3.p. shall not 
be required to be given in respect of any Conversion Date.

               q.      As of the date of this Agreement, the authorized 
capital stock of Informix consists of 500,000,000 shares of Common 
Stock, and as of the Closing Date, the authorized capital stock of 
Informix shall consist of 500,000,000 shares of Common Stock and 
5,000,000 shares of preferred stock, par value $0.01 per share, of which 
440,000 shares shall be designated Series A Convertible Preferred Stock.

          As of August 6, 1997:  (i) 152,328,562 shares of Common Stock 
were issued and outstanding (together with associated rights to acquire 
an additional share of Common Stock for each share outstanding under 
Informix's Amended and Restated Rights Plan dated as of a date on or 
prior to the Closing (together with any amendment or replacement 
thereof, the "Rights Plan")); (ii) 25,292,181 shares of Common Stock 
were reserved for issuance under stock option plans or upon exercise of 
stock options granted outside such plans, of which 20,452,945 shares are 
subject to outstanding, unexercised options and 4,839,236 shares remain 
available for future grant under such plans; (iii) 4,000,000 shares of 
Common Stock were reserved for issuance under employee stock purchase 
plans; (iv) 30,913 shares of Common Stock were reserved for issuance 
upon exercise of a warrant; and (v) 500,000 shares of Common Stock 
reserved for issuance upon exercise of a non-qualified stock option 
granted to the Chairman, President and Chief Executive Officer of 
Informix.

          All the outstanding shares of Common Stock are, and all shares 
which may be issued pursuant to stock options, warrants or other 
convertible rights will be, when issued and paid for in accordance with 
the respective terms thereof, duly authorized, validly issued, fully 
paid and nonassessable and free of any preemptive rights in respect 
thereof.  As of the date of this Agreement, except as set forth above, 
and except for shares of Common Stock or other securities issued upon 
conversion, exchange, exercise or purchase associated with the 
securities, options, warrants, rights and other instruments referenced 
above from August 6, 1997 to the date of this Agreement, and except for 
shares of Common Stock related to option grants or purchases made after 
August 6, 1997 to the date of this Agreement under stock option plans 
for employees, directors or consultants and stock purchase plans for 
employees (not exceeding 100,000 shares in the aggregate as of the date 
hereof), and except for repurchase rights in favor of Informix with 
respect to common stock held by employees or former employees of 
Informix, and except for the Rights Plan, (i) no shares of capital stock 
or other voting securities of Informix were outstanding,  (ii) no equity 
equivalents, interests in the ownership or earnings of Informix or other 
similar rights were outstanding and (iii) there were no existing 
options, warrants, calls, subscriptions or other rights or agreements or 
commitments relating to the capital stock of Informix or any of its 
subsidiaries or obligating Informix or any of its subsidiaries to issue, 
transfer, sell or redeem any shares of capital stock, or other equity 
interest in, Informix or any of its subsidiaries or obligating Informix 
or any of its subsidiaries to grant, extend or enter into any such 
option, warrant, call, subscription or other right, agreement or 
commitment. 

               r.     The execution, delivery and performance of this 
Agreement and the consummation of the transactions contemplated 
hereunder will not cause Fletcher to be deemed an Acquiring Person 
within the meaning of, nor create (other than to Fletcher) or trigger 
any rights under the Rights Plan.  Each of the shares of Common Stock 
issuable in connection herewith shall be entitled to the rights accorded 
all other shares of Common Stock under the Rights Plan.

               s.     On the Joint Option Closing Date, Informix shall 
not have suffered any material adverse change, or any development that 
is reasonably likely to result in any material adverse change in the 
condition, financial or otherwise, or in the business affairs of 
Informix, whether or not in the ordinary course of business, which is 
not disclosed in Informix's public filings under the Exchange Act filed 
not less than five trading days prior to the Joint Option Notice Date.

          4.     Representations and Warranties of Fletcher.  Fletcher 
hereby represents and warrants to Informix on the date hereof, the 
Closing Date and each Option Closing Date, and agrees with Informix 
(unless otherwise specified as provided in the paragraphs below), as 
follows:

               a.     Fletcher has been duly incorporated and is validly 
existing in good standing under the laws of the Cayman Islands, or, 
after the Closing Date if another entity has succeeded Fletcher in 
accordance with the terms hereof, under the laws of the jurisdiction of 
its incorporation.

               b.     The execution, delivery and performance of this 
Agreement by Fletcher have been duly authorized by all requisite 
corporate action and no further consent or authorization of Fletcher, 
its Board of Directors or its stockholders is required.  This Agreement 
has been duly executed and delivered by Fletcher and, when duly 
authorized, executed and delivered by Informix, will be a valid and 
binding agreement enforceable against Fletcher in accordance with its 
terms, subject to bankruptcy, insolvency, reorganization, moratorium and 
similar laws of general applicability relating to or affecting 
creditors' rights generally and to general principles of equity.

               c.     Fletcher understands that no United States federal 
or state agency has passed on, reviewed or made any recommendation or 
endorsement of the Initial Preferred Shares, the Option Preferred Shares 
or the Converted Stock.

               d.     In making the decision to purchase the Initial 
Preferred Shares or the Option Preferred Shares in accordance with this 
Agreement, Fletcher has relied solely upon independent investigations 
made by it and not upon any representations made by Informix other than 
those made in this Agreement.

               e.     Subject to Section 7, Fletcher understands that 
the Initial Preferred Shares, the Option Preferred Shares and the 
Converted Stock have not been registered under the Securities Act and 
may not be reoffered or resold other than pursuant to such registration 
or an available exemption therefrom.

               f.     Fletcher is not a U.S. person within the meaning 
of Regulation S ("U.S. Person") and is not acquiring the Initial 
Preferred Shares, the Option Preferred Shares or any Converted Stock for 
the account or benefit of any U.S. Person, or following the Closing 
Date, subject to Section 7, the issuance of the Converted Stock or the 
Option Preferred Shares is otherwise exempt from registration under the 
Securities Act.

               g.     At the time the buy order for the Initial 
Preferred Shares and, subject to Section 7, the Option Preferred Shares, 
as applicable, is originated, Fletcher was located outside the United 
States.

               h.     Neither Fletcher nor any of its affiliates nor 
anyone acting on its or their behalf has engaged or will engage in any 
Directed Selling Efforts with respect to the Initial Preferred Shares, 
the Option Preferred Shares or any Converted Stock, and all such persons 
understand and have complied and will otherwise comply with the 
requirements of Regulation S, unless following the Closing Date, subject 
to Section 7, the issuance of the Converted Stock or the Option 
Preferred Shares is otherwise exempt from registration under the 
Securities Act.

               i.     Subject to Section 7, Fletcher is purchasing the 
Initial Preferred Shares, the Option Preferred Shares and the Converted 
Stock for its own account, for the purpose of investment and not with a 
view to a distribution thereof.

               j.     The transactions contemplated by this Agreement 
are not part of a plan or scheme on the part of Fletcher, any of its 
affiliates or any person acting on its or their behalf to evade the 
registration requirements of the Securities Act.

               k.     Assuming the accuracy of the representations and 
warranties of Informix herein made as of such date, no consent, 
approval, authorization or order of any court, governmental agency or 
other body is required for the execution by Fletcher of this Agreement 
or the performance by Fletcher of any of its obligations hereunder, 
other than such as have been obtained.

               l.     Neither the execution by Fletcher of this 
Agreement nor the performance by Fletcher of any of its obligations 
hereunder will violate, conflict with, result in a breach of, or 
constitute a default (or an event which with the giving of notice or the 
lapse of time or both would be reasonably likely to constitute a 
default) under the Memorandum or Articles of Association of Fletcher.

               m.     Fletcher understands that no United States federal 
or state agency has passed on, reviewed or made any recommendation or 
endorsement of the Initial Preferred Shares, the Option Preferred Shares 
or the Converted Stock.

               n.     Fletcher represents and warrants that it has not 
relied upon any information or representations and warranties of 
Hambrecht & Quist LLC (the "Placement Agent"), including, without 
limitation, any information regarding Informix and its officers, 
financial condition, business and prospects, or the terms of the 
purchase of the Initial Preferred Shares and the Option Preferred 
Shares.  The foregoing, however, does not affect any rights of Fletcher 
relative to Informix and does not limit or modify the representations 
and warranties of Informix in Section 3 of this Agreement or the right 
of Fletcher to rely thereon.  Informix and Fletcher expressly 
acknowledge and agree and intend that the Placement Agent is a third 
party beneficiary of this Section 4(n).

          5.  Covenants of Informix.  Except as set forth in the 
Disclosure Schedule attached hereto, Informix covenants and agrees with 
Fletcher as follows:

               a.     For so long as any of the Initial Preferred Shares 
or Option Preferred Shares are outstanding, and in any case for a period 
of 40 calendar days thereafter, and for so long as any Option is 
exercisable, Informix will continue to be a Reporting Issuer within the 
meaning of Regulation S and will maintain the eligibility of the Common 
Stock for quotation on NASDAQ or listing on a national securities 
exchange (as defined in the Exchange Act).  Notwithstanding the 
foregoing, Informix shall not be required to continue to be a Reporting 
Issuer and Informix shall not be obligated to make the representation 
set forth in Section 3(h) hereof from August 13, 1997 until Informix 
files the quarterly report for the period ended June 29, 1997, provided 
that Informix uses its best efforts to be a Reporting Issuer at all 
times following the Closing Date.

               b.     For a period beginning on the date hereof and 
ending on the day which is six months after the Joint Closing Date, or 
in the event no Option is exercised, on March 2, 1998, Informix will not 
offer or sell any Preferred Stock (other than the Option Preferred 
Shares), Common Stock or other equity securities (or any securities 
convertible into or exchangeable for such Preferred Stock, Common Stock, 
or other equity securities) in reliance upon Regulation S and in any 
event will not take any action which would extend the Restricted Period 
of any securities issued or issuable hereunder, provided, however, that 
the covenants and agreements contained in this Section 5(b) shall not be 
required to be made in respect of the Option Closing Date or any 
Conversion Date if the provisions of Section 7 are applicable and 
Informix is in full compliance therewith and Fletcher is permitted to 
resell the Common Stock thereunder. 

               c.      For so long as any of the Initial Preferred 
Shares or Option Preferred Shares are outstanding, and in any case for a 
period of 40 calendar days thereafter, and for so long as the Option is 
exercisable, neither Informix nor any of its affiliates nor any person 
acting on its or their behalf will engage in any Directed Selling 
Efforts with respect to the Initial Preferred Shares, the Option 
Preferred Shares or any Converted Stock, provided, however, that the 
covenants and agreements contained in this Section 5(c) shall not be 
required to be made in respect of the Option Closing Date or any 
Conversion Date if the provisions of Section 7 are applicable and 
Informix is in full compliance therewith and Fletcher is permitted to 
resell the Common Stock thereunder. 

               d.     For so long as any of the Initial Preferred Shares 
or Option Preferred Shares are outstanding, and in any case for a period 
of 40 calendar days thereafter, and for so long as any Option is 
exercisable, Informix will ensure that all applicable offering 
restrictions within the meaning of Regulation S ("Offering 
Restrictions") with respect to the Initial Preferred Shares, the Option 
Preferred Shares and the Converted Stock are thoroughly complied with 
and satisfied, provided, however, that the covenants and agreements 
contained in this Section 5(d) shall not be required to be made in 
respect of the Option Closing Date or any Conversion Date if the 
provisions of Section 7 are applicable and Informix is in full 
compliance therewith and Fletcher is permitted to resell the Common 
Stock thereunder. 

               e.     Beginning on the date hereof and for so long as 
any of the Initial Preferred Shares or Option Preferred Shares are 
outstanding and in any case for a period of 40 calendar days thereafter, 
and so long as any Option is exercisable, Informix will (i) provide 
Fletcher with an opportunity to review and comment on any public 
disclosure by Informix of information regarding this Agreement and the 
transactions contemplated hereby (including pursuant to paragraph 5. (i) 
below), (ii) promptly notify Fletcher of any public disclosure by 
Informix of material information regarding Informix or its financial 
condition, prospects or results of operation and (iii) provide Fletcher 
with copies of all SEC Filings.

               f.     Informix will (i) comply with the terms and 
conditions of the Initial Preferred Shares and the Option Preferred 
Shares as set forth in the Certificate of Designation, (ii) not amend 
the Certificate of Designation without Fletcher's express written 
consent and (iii) not issue any Preferred Stock other than as provided 
hereunder without Fletcher's express written consent.

               g.     For so long as any of the Initial Preferred Shares 
or Option Preferred Shares are outstanding, and for so long as any 
Option is exercisable, Informix shall at all times reserve and keep 
available, free from preemptive rights, out of its authorized but 
unissued Common Stock, for issuance upon conversion of such Initial 
Preferred Shares or Option Preferred Shares, not less than the maximum 
number of shares of Converted Stock then so issuable in exchange for all 
Initial Preferred Shares and Option Preferred Shares that have been 
issued or are issuable pursuant to this Agreement. 

               h.     For a period beginning on the date hereof and 
ending on the day which is six months after the Joint Closing Date, or 
in the event no Option is exercised, on June 30, 1998, Informix will not 
offer or sell any of its or its subsidiaries' Preferred Stock, Common 
Stock or other equity securities (or any securities convertible into or 
exchangeable for such Preferred Stock, Common Stock or other equity 
securities) in reliance upon Section 4(2) of the Securities Act or 
Regulation D promulgated thereunder (an "Equity Placement"), unless 
Informix shall have given Fletcher at least eight business days prior 
written notice of its intention to engage in any such Equity Placement 
or other capital raising transaction in advance of soliciting or 
negotiating with any prospective investor and the parties hereto shall 
have negotiated in good faith during such eight business days with 
respect to any proposed Equity Placement, provided that during such 
eight business day period, Informix shall not negotiate with any party 
other than Fletcher with respect to any proposed Equity Placement.  
Except during the five trading days excluding and immediately prior to 
and excluding and immediately following each of the Closing Date and the 
Option Closing Date, the above restrictions shall not apply to (i) the 
sale of 50% or more of the outstanding common stock of a subsidiary of 
Informix, (ii) any strategic partnership or arrangement or joint venture 
entered into by Informix or any of its subsidiaries, (iii) the merger or 
consolidation of Informix with or into any other corporation or entity 
(other than a merger or consolidation that in substance results in the 
issuance of Informix's securities for cash), (iv) any registered, 
underwritten public offering of Informix's equity securities, (v) any 
issuances of Common Stock (including warrants and options exercisable 
for or convertible into Common Stock) in connection with bank or 
equipment financing, (vi) any issuances of Common Stock (including 
warrants and options exercisable for or convertible into Common Stock) 
in connection with any employee, consultant or director compensation 
plan or arrangement or (vii) any transaction intended to be made in 
reliance upon Rule 144A of the Securities Act so long as such 
transaction involves more than 10 purchasers.

               i.     As soon as such information is available (but in 
no event later than 30 calendar days after the Closing Date), Informix 
shall deliver to Fletcher a written notice stating the number of 
outstanding shares of Common Stock as of the Closing Date.

                j.     In accordance with the terms of Regulation S, 
Informix will file with the SEC, within 15 calendar days after the 
Closing Date, a report on Form 8-K with respect to the transactions 
contemplated hereby.  In addition, Informix shall file copies of this 
Agreement, including the Disclosure Schedule, and the Certificate of 
Designation as exhibits to such Form 8-K. 

               k.     Informix shall take all actions necessary to cause 
the Converted Stock to be listed and admitted for trading upon issuance 
on the NASDAQ or, if applicable, a national securities exchange (as 
defined in the Exchange Act) and shall maintain the listing of such 
shares after their issuance; provided, however, that, so long as 
Informix is otherwise in compliance with the provisions of this 
Agreement and the Certificate of Designation, Informix need not comply 
with the covenant contained in this Section 5.k. following any 
Transaction (as defined in the Certificate of Designation) as a result 
of which the outstanding shares of  Common Stock are no longer publicly 
traded.

               l.     Prior to the Closing Date, Informix shall amend 
the Rights Plan in a manner consistent with the provision contained in 
Annex H and take any and all actions necessary, including further 
amending the Rights Plan, to prevent the transactions contemplated 
hereunder from causing any Fletcher Party (as defined in the Rights 
Plan) to be deemed an Acquiring Person within the meaning of, or 
otherwise creating (other than to a Fletcher Party) or triggering any 
rights under, the Rights Plan, and shall not thereafter take any actions 
inconsistent with the rights of Fletcher Parties as of the Closing Date.

          6.  Covenants of Fletcher.  Fletcher hereby covenants and 
agrees with Informix as follows:

               a.     During any Restricted Period applicable to the 
Initial Preferred Shares, the Option Preferred Shares or the Converted 
Stock issuable with respect thereto, neither Fletcher nor any of its 
affiliates nor any person acting on its or their behalf will:

                    (1) offer or sell such Initial Preferred Shares, 
Option Preferred Shares or Converted Stock other than in an Offshore 
Transaction;

                    (2) engage in any Directed Selling Efforts with 
respect to such Initial Preferred Shares, Option Preferred Shares or 
Converted Stock;

                    (3) offer or sell such Initial Preferred Shares, 
Option Preferred Shares or Converted Stock other than:  (A) in 
accordance with Rule 903 or Rule 904 of Regulation S; (B) pursuant to 
registration under the Securities Act or (C) pursuant to an available 
exemption therefrom; or

                    (4) offer or sell such Initial Preferred Shares, 
Option Preferred Shares or Converted Stock, to any U.S. Person or for 
the account or benefit of any U.S. Person.

                    The foregoing restriction shall not apply to the 
Initial Preferred Shares, the Option Preferred Shares or the Converted 
Stock issuable with respect thereto, if Section 7 is applicable or the 
offer or sale is made pursuant to registration under the Securities Act 
or an available exemption therefrom.

               b.     Neither Fletcher nor any of its affiliates nor any 
person acting on its or their behalf will at any time offer or sell any 
Initial Preferred Shares, any Option Preferred Shares or any Converted 
Stock other than pursuant to registration under the Securities Act or 
pursuant to an available exemption therefrom.

               c.     Solely with respect to Joint Preferred Shares, if 
any, Fletcher hereby irrevocably waives for itself and its successors  
the benefit of the provision in the term the "Conversion Price" as 
defined in Section 4(E) of the Certificate of Designation that such 
Conversion Price shall not exceed $12.00.  

          6A.     Legend.  The term "Restricted Period," with respect to 
any security, shall mean the Restricted Period then applicable to such 
security pursuant to Regulation S (or any applicable successor thereto), 
provided that, the parties agree that absent an intervening change in 
the applicable law, (i) the Restricted Period with respect to the 
Initial Preferred Shares and the Converted Stock issuable with respect 
thereto and the Warrant and the Warrant Preferred Shares issuable with 
respect thereto will expire on the 40th calendar day after and including 
the Closing Date, and (ii) the Restricted Period with respect to the 
Joint Preferred Shares and the Converted Stock issuable with respect 
thereto will expire on the 40th calendar day after and including the 
Joint Closing Date.  Informix may place the following legend on the 
certificate representing the Initial Preferred Shares and the Joint 
Preferred Shares (and any Warrant Preferred Shares issued during the 
Restricted Period applicable to the Warrant): 

          The securities represented by this certificate were issued on 
[___ __], 199[7] (the "Closing Date") pursuant to the Subscription 
Agreement dated August 12, 1997 between Informix Corporation 
("Informix") and Fletcher International Limited.  The securities 
represented by this certificate have not been registered under the 
Securities Act of 1933, as amended (the "Securities Act"), and have been 
sold in reliance on the exemption from registration provided by 
Regulation S under the Securities Act ("Regulation S").  Prior to the 
expiration of a 40-day restricted period beginning on the Closing Date 
(the "Restricted Period"), the securities represented by this 
certificate may not be offered or sold, directly or indirectly, within 
the United States (as defined in Regulation S under the Securities Act), 
to a U.S. Person (as defined in Regulation S under the Securities Act) 
or for the account or benefit of a U.S. Person.  After the Restricted 
Period, such securities may be resold in the United States or to a U.S. 
Person only if they are registered under the Securities Act or an
exemption from registration is available.

          At any time after the expiration of the Restricted Period with 
respect to the Initial Preferred Shares, the Warrant or the Joint 
Preferred Shares, certificates for any Warrant Preferred Shares issued 
or for any Converted Stock issued or in respect of transferred shares of 
Common Stock will not be legended unless required by Regulation S or 
other applicable law.

          7.     Registration Provisions.

          (a)      If, at any time after the Closing Date, there is any 
determination of application of, or change in, any law or regulation 
relating to the issuance and resale of the Initial Preferred Shares, the 
Option Preferred Shares or the Converted Stock, including any 
interpretation or revision by the SEC or action by the United States 
government relating to Regulation S or any successor or revision to 
Regulation S, and such determination, change, interpretation, successor 
provision or revision imposes a Restricted Period applicable to any 
security issued or issuable hereunder that is greater than that in 
effect on the date of this Agreement, or would materially impair the 
ability of Fletcher or any of its affiliates to offer, sell or otherwise 
dispose of any such security pursuant to Regulation S as contemplated 
hereby, or requires any such offer, sale or other disposition to be 
registered under the Securities Act, then upon the written request of 
Fletcher (a "Registration Request") made in good faith after 
consultation with counsel, Informix shall, as promptly as practicable  
and in any event no later than (i) 30 calendar days thereafter if 
Informix is eligible to use Form S-3 or (ii) 45 calendar days thereafter 
if Informix is not eligible to use Form S-3 and at its own expense, file 
a registration statement on an appropriate form of the SEC (the 
"Registration Statement") (which Registration Statement shall be filed 
on Form S-3, if available) under the Securities Act covering the sale or 
resale of all shares of Converted Stock (each a "Covered Security") and 
shall use its best efforts to cause such Registration Statement to be 
declared effective as promptly as practicable following its filing; 
provided that Fletcher shall have provided such information and 
cooperation in connection therewith as Informix may reasonably request.  
Informix shall amend the Registration Statement from time to time upon 
the request of Fletcher if the maximum number of shares of Common Stock 
issuable upon conversion of the Initial Preferred Shares and any Option 
Preferred Shares that have been issued or may be issuable to Fletcher is 
greater than the number of shares of Common Stock registered pursuant to 
such Registration Statement; provided that Fletcher shall have provided 
such information and cooperation in connection therewith as Informix may 
reasonably request.  Upon the effectiveness of such Registration 
Statement (A) Informix shall issue such securities to Fletcher in 
accordance with the terms hereof and (B) the provisions of Sections 
3(1), (m) and (o) and (p), 4(e), (f), (g), (h), (i) and (j), 5(a), (b), 
(c) and (d), 6(a) (collectively, the "Specified Provisions"), 8(a) and 
(b) (to the extent applicable to the Specified Provisions), 9(b), (c) 
and (d) (to the extent applicable to the Specified Provisions) shall 
thereafter be of no force and effect with respect to the issuance of 
such Covered Securities. 

               If a Registration Statement has not been declared 
effective (a "Non-Registration") before the 180th calendar day following 
and excluding the date of a Registration Request, Informix hereby agrees 
to repurchase any Covered Securities as may not be resold in the United 
States without restriction under the Securities Act upon request for 
cash in an amount (the "Cash Amount") equal to (i) the liquidation 
preference of the then-unconverted Initial Preferred Shares and Option 
Preferred Shares, plus (ii) the Conversion Value multiplied by the 
number of shares of the Converted Stock.  The repurchase obligations set 
forth in this Section 7 shall be subject to limitations of the Delaware 
General Corporation Law.  The "Conversion Value" is equal to the 
weighted average of the respective conversion prices of Converted Stock 
issued to Fletcher upon the conversion of Initial Preferred Shares and 
Option Preferred Shares, with each such conversion price weighted 
according to the number of shares of Common Stock received on the 
respective date of conversion. 

               (b)     In the case of the registration effected by 
Informix pursuant to this Section 7, Informix will use its best efforts 
to: (i) keep such registration effective until the earliest of (A) the 
second anniversary of the issuance of each Covered Security, (B) such 
date as all of the Covered Securities have been sold by Fletcher or (C) 
such time as all of the Covered Securities held by Fletcher can be sold 
by Fletcher or any of its affiliates within a three-month period without 
compliance with the registration requirements of the Securities Act 
pursuant to Rule 144 under the Securities Act ("Rule 144"); (ii) prepare 
and file with the SEC such amendments and supplements to the 
Registration Statement and the prospectus used in connection with the 
Registration Statement (as so amended and supplemented from time to 
time, the "Prospectus") as may be necessary to comply with the 
provisions of the Securities Act with respect to the disposition of all 
Covered Securities by Fletcher or any of its affiliates; (iii) furnish 
such number of Prospectuses and other documents incident thereto, 
including any amendment of or supplement to the Prospectus, as Fletcher 
from time to time may reasonably request; (iv) cause all Covered 
Securities that are Common Stock to be listed on each securities 
exchange and quoted on each quotation service on which similar 
securities issued by Informix are then listed or quoted; (v) provide a 
transfer agent and registrar for all Covered Securities and a CUSIP 
number for all Covered Securities; (vi) otherwise use its best efforts 
to comply with all applicable rules and regulations of the SEC; and 
(vii) file the documents required of Informix and otherwise use its best 
efforts to obtain and maintain requisite blue sky clearance in (A) all 
jurisdictions in which any of the Covered Securities are originally sold 
and (B) all other states specified in writing by Fletcher, provided 
however, that as to this clause (B) Informix shall not be required to 
qualify to do business or consent to service of process in any state in 
which it is not now so qualified or has not so consented.

               (c)     Informix shall furnish to Fletcher upon request a 
reasonable number of copies of a supplement to or an amendment of such 
Prospectus as may be necessary in order to facilitate the public sale or 
other disposition of all or any of the Covered Securities by Fletcher or 
any of its affiliates  pursuant to the Registration Statement.

               (d)     With a view to making available to Fletcher and 
its affiliates the benefits of Rule 144 and Form S-3 under the 
Securities Act, Informix covenants and agrees to: (i) make and keep 
available adequate current public information (within the meaning of 
Rule 144(c)) concerning Informix, until the earlier of (A) the second 
anniversary of the issuance of each Covered Security or (B) such date as 
all of the Covered Securities shall have been resold by Fletcher or any 
of its affiliates; (ii) maintain its status as a Reporting Issuer and 
file with the SEC in a timely manner all reports and other documents 
required of Informix for use of Form S-3; and (iii) furnish to Fletcher 
upon request, as long as Fletcher owns any Covered Securities, (A) a 
written statement by Informix that it has complied with the reporting 
requirements of the Securities Act and the Exchange Act, (B) a copy of 
the most recent annual or quarterly report of Informix, and (C) such 
other publicly disclosed information as may be reasonably requested in 
order to avail Fletcher and its affiliates of Rule 144 or Form S-3 with 
respect to such Covered Securities.

               (e)      Notwithstanding anything else in this Section 7, 
if, at any time during which a Prospectus is required to be delivered in 
connection with the sale of any Covered Securities, Informix determines 
in good faith and in its reasonable judgment that such sale would 
require public disclosure by the Company of material non-public 
information that the Company deems it advisable not to disclose, or that 
a development has occurred or a condition exists as a result of which 
the Registration Statement or the Prospectus filed as a part thereof 
contains a material misstatement or omission, Informix will immediately 
notify Fletcher thereof by telephone and in writing.  Upon receipt of 
such notification, Fletcher and its affiliates will immediately suspend 
all offers and sales of any Covered Securities pursuant to the 
Registration Statement.  In such event, Informix will amend or 
supplement the Registration Statement as promptly as practicable and 
will take such other steps as may be required to permit sales of the 
Covered Securities thereunder by Fletcher and its affiliates in 
accordance with applicable federal and state securities laws.  Informix 
will promptly notify Fletcher after it has determined in good faith that 
such sales have become permissible in such manner and will promptly 
deliver copies of the Registration Statement and the Prospectus (as so 
amended or supplemented) to Fletcher in accordance with paragraph (b) of 
this Section 7.  Notwithstanding the foregoing, (A) under no 
circumstances shall Informix be entitled to exercise its right to 
suspend sales of any Covered Securities pursuant to the Registration 
Statement more than two times in any twelve-month period, (B) the period 
during which such sales may be suspended (each a "Blackout Period") 
shall not exceed thirty calendar days and (C) no Blackout Period may 
commence less than thirty calendar days after the end of the preceding 
Blackout Period.  Informix shall take any and all actions necessary, 
including amending the Certificate of Designation, to ensure that the 
automatic conversion date provided in the Certificate of Designation 
does not occur during a Blackout period or within ten trading days of a 
Blackout Period.

               Upon the commencement of a Blackout Period pursuant to 
this Section 7, Fletcher will immediately notify Informix of any 
contracts to sell any Covered Securities (each a "Sales Contract") that 
Fletcher or any of its affiliates has entered into prior to notification 
of the commencement of such Blackout Period and that would require 
delivery of such Covered Securities during such Blackout Period, which 
notice will contain the aggregate sale price and volume of Covered 
Securities pursuant to such Sales Contract.  Upon receipt of such 
notice, Informix will immediately notify Fletcher of its election either 
(i) to terminate the Blackout Period and, as promptly as practicable, 
amend or supplement the Registration Statement or the Prospectus filed 
as a part thereof in order to correct the material misstatement or 
omission and deliver to Fletcher copies of such amended or supplemented 
Registration Statement and Prospectus in accordance with paragraph (b) 
of this Section 7 or (ii) to continue the Blackout Period in accordance 
with this paragraph.  If Informix elects to continue the Blackout 
Period, and Fletcher or any of its affiliates is therefore unable to 
consummate the sale of Covered Securities pursuant to the Sales Contract 
(such unsold Covered Securities being hereinafter referred to herein as 
the "Unsold Securities"), Informix will promptly indemnify each Fletcher 
Indemnified Party (as such term is defined in Section 12(a) below) 
against any Proceeding (as such term is defined in Section 12(a) below) 
that each Fletcher Indemnified Party may incur arising out of or in 
connection with Fletcher's breach or alleged breach of any such Sales 
Contract, and Informix shall reimburse each Fletcher Indemnified Party 
for any reasonable costs or expenses (including reasonable legal fees) 
incurred by such party in investigating or defending any such Proceeding 
(collectively, the "Indemnification Amount"); provided, however, that 
each Fletcher Indemnified Party shall take all actions reasonably 
necessary or appropriate to mitigate such Indemnification Amount; and 
provided further, however, that the Indemnification Amount shall be 
reduced by an amount equal to the number of Unsold Securities multiplied 
by the difference between (x) the actual per share price received by 
Fletcher or any of its affiliates upon the sale of the Unsold Securities 
(if such sale occurs within three Trading Days of the end of the 
Blackout Period) or the closing sale price of the Common Stock on the 
NASDAQ or other national securities exchange on which the Common Stock 
is then listed on the third Trading Day after the end of the Blackout 
Period (if the Unsold Securities are not sold by Fletcher or any of its 
affiliates within three Trading Days of the end of the Blackout Period), 
and (y) the per share sale price for the Unsold Securities provided in 
the Sales Contract.  As used herein, the term "Trading Day" means any 
day on which Informix's Common Stock is quoted on NASDAQ or, if 
applicable, other national securities exchange.

          8.  Conditions Precedent to Fletcher's Obligations.  The 
obligations of Fletcher hereunder are subject to the performance by 
Informix of its obligations hereunder and to the satisfaction of the 
following additional conditions precedent, unless expressly waived in 
writing by Fletcher:

               a.     On the Closing Date and the Option Closing Date 
and on each Conversion Date (i) to the extent provided in Section 3 
hereof, the representations and warranties made by Informix in this 
Agreement shall be true and correct, (ii) Informix shall have complied 
fully with all the covenants and agreements in this Agreement, and (iii) 
with respect to the Closing Date, the conditions set forth in 8(h) and 
8(i) have been satisfied; and Fletcher shall have received on each such 
date a certificate of the Chief Executive Officer and the Chief 
Financial Officer (or Chief Accounting Officer) of Informix dated such 
date and to such effect.

               b.     On the Closing Date and the Option Closing Date 
and on each Conversion Date, Informix shall have delivered to Fletcher 
an opinion of counsel, reasonably satisfactory to Fletcher, dated the 
date of delivery, substantially in the form attached hereto as Annex E.

              c.     Prior to the Closing, Informix shall have caused 
the Certificate of Designation to be filed with the Secretary of State 
of the State of Delaware in accordance with the laws thereof.

               d.     On the Closing Date, Informix shall have delivered 
to Fletcher an opinion of counsel reasonably satisfactory to Fletcher, 
dated the Closing Date, to the effect that the offer and sale of the 
Initial Preferred Shares hereunder do not require registration under the 
Securities Act.

               e.     Prior to the Closing, Informix shall have amended 
the Rights Plan such that the transactions contemplated hereunder will 
not cause Fletcher to be deemed an Acquiring Person within the meaning 
of, nor create (other than to Fletcher) or trigger any rights under, the 
Rights Plan.

               f.     On the Option Closing Date, Informix shall have 
delivered to Fletcher an opinion of counsel reasonably satisfactory to 
Fletcher, dated the Option Closing Date, to the effect that the offer 
and sale of the Option Preferred Shares hereunder do not require 
registration under the Securities Act.

               g.     On the Joint Option Closing Date, Fletcher's 
obligation to purchase Option Preferred Shares shall be subject to the 
condition that Informix shall not have suffered any material adverse 
change, or any development that is reasonably likely to result in any 
material adverse change in the condition, financial or otherwise, or in 
the business affairs of Informix, whether or not in the ordinary course 
of business, which is not disclosed in Informix's public filings under 
the Exchange Act filed not less than five trading days prior to the 
Joint Option Notice Date.

          As used herein the term "Business Day" means any day on which 
banks in the City of New York are open for business.

          9.  Conditions Precedent to Informix's Obligations.  The 
obligations of Informix hereunder are subject to the performance by 
Fletcher of its obligations hereunder and to the satisfaction of the 
following additional conditions precedent, unless expressly waived in 
writing by Informix:

               a.     On the Closing Date and the Option Closing Date 
and on each Conversion Date, (i) the representations and warranties made 
by Fletcher in this Agreement shall be true and correct, and (ii) 
Fletcher shall have complied fully with all the covenants and agreements 
in this Agreement; and Informix shall have received on each such date a 
certificate of an appropriate officer of Fletcher dated such date and to 
such effect.

               b.     On the Closing Date and on the Option Closing 
Date, Fletcher shall have delivered to Informix a written certification 
of an appropriate officer of Fletcher dated such date stating that 
Fletcher is not a U.S. Person. 

               c.     On each Conversion Date, Fletcher shall have 
delivered to Informix either (i) a written certification of an 
appropriate officer of Fletcher dated such date stating that Fletcher is 
not a U.S. Person or (ii) an opinion of counsel to the effect that the 
Initial Preferred Shares or the Option Preferred Shares, as applicable, 
and the shares of Common Stock delivered upon conversion thereof have 
been registered under the Securities Act or an exemption from such 
registration is available.

               d.     On the date of any transfer by Fletcher of any 
Initial Preferred Shares, Option Preferred Shares or Converted Stock 
during the applicable Restricted Period, Fletcher shall have delivered 
to Informix a written certification of an appropriate officer of 
Fletcher dated such date stating that Fletcher is not a U.S. Person and 
that the Initial Preferred Shares or the Option Preferred Shares are not 
being converted or exercised on behalf of a U.S. Person, or in the case 
of the Option Preferred Shares and the shares of Converted Stock 
issuable upon conversion thereof, that such shares have been registered 
under the Securities Act or an exemption from such registration is 
available.

               e.     On the Closing Date, Fletcher shall have delivered 
to Informix the opinion of counsel substantially in the form attached 
hereto as Annex F, dated the Closing Date, to the effect that the offer 
and sale of the Initial Preferred Shares hereunder do not require 
registration under the Securities Act.

          10.  Fees and Expenses.  Each of Fletcher and Informix agrees 
to pay its own expenses incident to the performance of its obligations 
hereunder, including, but not limited to the fees, expenses and 
disbursements of such party's counsel, except as is otherwise expressly 
provided in this Agreement.

          11.  Non-Performance.

          If on the Closing Date, any Option Closing Date, any 
Conversion Date, or the Termination Date, Informix shall fail to deliver 
the Initial Preferred Shares, Option Preferred Shares or Converted Stock 
to Fletcher required to be delivered pursuant to this Agreement for any 
reason other than the failure of any condition precedent to Informix's 
obligations hereunder, then Informix shall:

               (1)  hold Fletcher harmless against any loss, claim or 
damage (including without limitation, incidental and consequential 
damages) arising from or as a result of such failure by Informix; and

               (2)  reimburse Fletcher for all of its reasonable out-of-
pocket expenses, including fees and disbursements of its counsel, 
incurred by Fletcher in connection with this Agreement and the 
transactions contemplated hereby;

provided, however, that Informix shall then be under no further 
liability to Fletcher except as provided in this Section 11 and Section 
12 hereof.

          12.  Indemnification.

               a.     Indemnification of Fletcher.  Informix hereby 
agrees to indemnify Fletcher and each of its officers, directors, 
employees, agents and affiliates and each person that controls (within 
the meaning of Section 20 of the Exchange Act) any of the foregoing 
persons (each a "Fletcher Indemnified Party") against any claim, demand, 
action, liability, damages, loss, cost or expense (including, without 
limitation, reasonable legal fees) (a "Proceeding"), that it may incur 
in connection with any of the transactions contemplated hereby arising 
out of or based upon:

                    (1)  any untrue or alleged untrue statement of a 
material fact by Informix or any of its affiliates or any person acting 
on its or their behalf or omission or alleged omission to state any 
material fact necessary in order to make the statements, in the light of 
the circumstances under which they were made, not misleading by Informix 
or any of its affiliates or any person acting on its or their behalf ;

                    (2)  any of the representations or warranties made 
by Informix herein being untrue or incorrect; or

                    (3)  any breach or non-performance by Informix of 
any of its covenants, agreements or obligations under this Agreement;

     and Informix hereby agrees to reimburse each Fletcher Indemnified 
Party for any reasonable legal or other expenses incurred by such 
Fletcher Indemnified Party in investigating or defending any such 
Proceeding; provided, however, that the foregoing indemnity shall not 
apply to any Proceeding to the extent that it arises out of or is based 
upon the gross negligence or wilful misconduct of Fletcher in connection 
therewith.

               b.     Indemnification of Informix.  Fletcher hereby 
agrees to indemnify Informix and each of its officers, directors, 
employees, agents and affiliates and each person that controls (within 
the meaning of Section 20 of the Exchange Act) any of the foregoing 
persons (each an "Informix Indemnified Party") against any Proceeding, 
that it may incur in connection with any of the transactions 
contemplated hereby arising out of or based upon:

                    (1)  any untrue or alleged untrue statement of a 
material fact by Fletcher or any of its affiliates or any person acting 
on its or their behalf or omission or alleged omission to state any 
material fact necessary in order to make the statements, in the light of 
the circumstances under which they were made, not misleading by Fletcher 
or any of its affiliates or any person acting on its or their behalf:

                    (2)  any of the representations or warranties made 
by Fletcher herein being untrue or incorrect; or

                    (3)  any breach or non-performance by Fletcher of 
any of its covenants, agreements or obligations under this Agreement;

     and Fletcher hereby agrees to reimburse each Informix Indemnified 
Party for any reasonable legal or other expenses incurred by such 
Informix Indemnified Party in investigating or defending any such 
Proceeding; provided, however, that the foregoing indemnity shall not 
apply to any Proceeding to the extent that it arises out of or is based 
upon the gross negligence or wilful misconduct of Informix in connection 
therewith.

               c.     Conduct of Claims.

                    (1)  Whenever a claim for indemnification shall 
arise under this Section, the party seeking indemnification (the 
"Indemnified Party"), shall notify the party from whom such 
indemnification is sought (the "Indemnifying Party") in writing of the 
Proceeding and the facts constituting the basis for such claim in 
reasonable detail;

                    (2)  Upon delivery of such notice, such Indemnified 
Party shall have a duty to take all reasonable steps to mitigate any 
losses, liabilities, costs, charges and expenses relating to any such 
Proceeding;

                    (3)  Such Indemnifying Party shall have the right to 
retain the counsel of its choice in connection with such Proceeding and 
to participate at its own expense in the defense of any such Proceeding; 
provided, however, that counsel to the Indemnifying Party shall not 
(except with the consent of the relevant Indemnified Party) also be 
counsel to such Indemnified Party.  In no event shall the Indemnifying 
Party be liable for fees and expenses of more than one counsel (in 
addition to any local counsel) separate from its own counsel for all 
Indemnified Parties in connection with any one action or separate but 
similar or related actions in the same jurisdiction arising out of the 
same general allegations or circumstances; and 

                    (4)  No Indemnifying Party shall, without the prior 
written consent of the Indemnified Parties (which consent shall not be 
unreasonably withheld), settle or compromise or consent to the entry of 
any judgment with respect to any litigation, or any investigation or 
proceeding by any governmental agency or body, commenced or threatened, 
or any claim whatsoever in respect of which indemnification could be 
sought under this Section unless such settlement, compromise or consent 
(A) includes an unconditional release of each Indemnified Party from all 
liability arising out of such litigation, investigation, proceeding or 
claim and (B) does not include a statement as to or an admission of 
fault, culpability or a failure to act by or on behalf of any 
Indemnified Party.

          13.  Survival of the Representations, Warranties, etc.  The 
respective representations, warranties, and agreements made herein by or 
on behalf of the parties hereto shall remain in full force and effect, 
regardless of any investigation made by or on behalf of the other party 
to this Agreement or any officer, director or employee of, or person 
controlling or under common control with, such party and will survive 
delivery of and payment for the Initial Preferred Shares, the Option 
Preferred Shares and any Converted Stock issuable hereunder.

          13.A Termination.

     a.     This Agreement may be terminated and the transactions 
contemplated by this Agreement may be abandoned at any time prior to the 
Closing as follows:

               (i)     by mutual written consent of Informix and 
Fletcher; or

               (ii)     by either Informix or Fletcher if the Closing 
shall not have occurred on or before September 2, 1997 (the "Termination 
Date"), provided, however, that the right to terminate this Agreement 
under this Section 13.A shall not be available to any party whose 
failure to fulfill any obligation under this Agreement has been the 
cause of, or resulted in, the failure of the Closing to occur on or 
before the Termination Date.  

     b.     In the event of termination of this Agreement by either 
Informix or Fletcher as provided in Section 13.A, this Agreement shall 
forthwith become void and have no effect, without any liability or 
obligation on the part of Informix or Fletcher, other than the 
provisions of Section 11, this Section 13.A and Section 15, and except 
to the extent that such termination results from the wilful and material 
breach by a party of any of its representations, warranties, covenants 
or agreements set forth in this Agreement.

          14.  Notices.  all communications hereunder shall be in 
writing, and 

               a.     if sent to Fletcher, shall be delivered by hand, 
sent by registered mail or transmitted and confirmed by facsimile to 
Fletcher at:

               Fletcher International Limited
               c/o Midland Bank Trust Corporation (Cayman) Limited
               P.O. Box 1109, Mary Street
               Grand Cayman, Cayman Islands
               British West Indies
               Telephone:       (809) 949-7755
               Facsimile:       (809) 949-7634

               with a copy to:

               Skadden, Arps, Slate, Meagher & Flom LLP
               1440 New York Avenue, N.W.
               Washington, D.C. 20005
               Attention:  Stephen W. Hamilton
               Telephone:      (202) 371-7010
               Facsimile:      (202) 393-5760

               b.     if sent to Informix, shall be delivered by hand, 
sent by registered mail or transmitted and confirmed by facsimile to 
Informix at:

               Informix Corporation
               4100 Bohannon Drive
               Menlo Park, CA 94025
               Attention:  Margaret R. Brauns
                         and
                            General Counsel
               Telephone:       (650) 926-6300
               Facsimile:       (650) 926-6564

               with a copy to:
               
               Wilson Sonsini Goodrich & Rosati
               650 Page Mill Road
               Palo Alto, CA  94304-1050
               Attention:  Douglas H. Collom
               Telephone:     (650) 493-9300
               Facsimile:     (650) 496-4086

          15.  Miscellaneous

               a.     This Agreement may be executed in one or more 
counterparts and it is not necessary that signatures of all parties 
appear on the same counterpart, but such counterparts together shall 
constitute but one and the same agreement.

               b.     This Agreement shall inure to the benefit of and 
be binding upon the parties hereto, their respective successors and 
assigns and, with respect to Section 12 hereof, their respective 
officers, directors, employees, agents, affiliates and controlling 
persons, and no other person shall have any right or obligation 
hereunder.  Informix may not assign this Agreement.

               c.     This Agreement shall be governed by, and construed 
in accordance with, the internal laws of the State of New York, and each 
of the parties hereto hereby submits to the non-exclusive jurisdiction 
of any State or Federal court in the Borough of Manhattan in the City 
and State of New York and any court hearing any appeal therefrom, over 
any suit, action or proceeding against it arising out of or based upon 
this Agreement (a "Related Proceeding").  Each of the parties hereto 
hereby waives any objection to any Related Proceeding in such courts 
whether on the grounds of venue, residence or domicile or on the ground 
that the Related Proceeding has been brought in an inconvenient forum.

               d.     The provisions of this Agreement are severable, 
and if any clause or provision hereof shall be held invalid, illegal or 
unenforceable in whole or in part, such invalidity or unenforceability 
shall not in any manner affect any other clause or provision of this 
Agreement.

               e.     The headings of the sections of this document have 
been inserted for convenience of reference only and shall not be deemed 
to be a part of this Agreement.

               f.     This Agreement (including the terms and conditions 
of the Certificate of Designation relating to the Initial Preferred 
Shares and the Option Preferred Shares) constitutes the entire agreement 
and supersedes all prior agreements and understandings, both written and 
oral, between the parties hereto with respect to the subject matter of 
this Agreement and is not intended to confer upon any person other than 
the parties hereto any rights or remedies hereunder or under the terms 
of the term sheets between such parties.

               g.     The term "affiliate" is used herein  as defined in 
Rule 144(a)(1) under the Securities Act.

          16.  Time of Essence.  Time shall be of the essence in this 
Agreement.

          IN WITNESS WHEREOF, the parties hereto have duly executed and 
delivered this Agreement, all as of the day and year first above 
written.


              INFORMIX CORPORATION


              By: /S/ Robert Finocchio, Jr.
              Name:   Robert Finocchio, Jr.
              Title:  Chairman, President and Chief Executive Officer


              FLETCHER INTERNATIONAL LIMITED


              By: /S/ Todd J. Fletcher
              Name:   Todd J. Fletcher
              Title:     Chairman



ANNEX D

Disclosure Schedule

     No exceptions.

EX-99.3

CERTIFICATE OF DESIGNATION
of
SERIES A CONVERTIBLE PREFERRED STOCK
of
INFORMIX CORPORATION


     The undersigned, Robert Finocchio, Jr. and Margaret R. Brauns, do 
hereby certify:

     1.     That they are the duly elected and acting Chairman of the 
Board, President and Chief Executive Officer and the Vice President and 
Treasurer, respectively, of Informix Corporation, a Delaware corporation 
(the "Corporation").

     2.     That pursuant to the authority conferred upon the Board of 
Directors by the Restated Certificate of Incorporation of the 
Corporation, the Board of Directors adopted the following resolution 
creating a series of 440,000 shares of Preferred Stock designated as 
Series A Convertible Preferred Stock as required by Section 151 of the 
Delaware General Corporation Law:

     RESOLVED, that pursuant to the authority granted to and vested in 
the Board of Directors of the Corporation (the "Board of Directors") in 
accordance with the provisions of the Corporation's Restated Certificate 
of Incorporation (the "Certificate of Incorporation"), the Board of 
Directors hereby creates a series of Preferred Stock, par value $.01 per 
share, of the Corporation and hereby states the designation and number 
of shares, and fixes the relative rights, preferences, and limitations 
thereof as follows:

Series A Convertible Preferred Stock:

     Section 1.  Designation and Amount.  The shares of such series 
shall be designated as "Series A Convertible Preferred Stock" ("Series A 
Preferred Stock") and the number of shares constituting Series A 
Preferred Stock shall be 440,000.  Such number of shares may be 
increased or decreased by resolution of the Board of Directors, provided 
that no decrease shall reduce the number of shares of Series A Preferred 
Stock to a number less than the number of shares then outstanding plus 
the number of shares reserved for issuance upon the exercise of 
outstanding options, rights or warrants or upon the conversion of any 
outstanding securities issued by the Corporation convertible into Series 
A Preferred Stock.

     Section 2.  Dividends and Distributions.  No dividends shall accrue 
or be payable in respect of the Series A Preferred Stock.

     Section 3.  Voting Rights.  Except as required by applicable law or 
Section 12, the holders of shares of Series A Preferred Stock shall not 
be entitled to vote on any matter submitted to a vote of stockholders of 
the Corporation and their consent shall not be required for taking any 
corporate action.

     Section 4.  Conversion.

     (A)     Subject to Section 4(C) and Section 4(D), a holder of 
Series A Preferred Stock may, by delivering to the Corporation written 
notice ("Conversion Notice"), convert one or more shares of Series A 
Preferred Stock into the number of shares of the Corporation's common 
stock (the "Common Stock") equal to (i) $250.00 divided by (ii) the 
Conversion Price (as defined in Section 4(E)).  The Conversion Notice 
shall specify the number of shares of Series A Preferred Stock to be 
converted, the applicable Conversion Price, the number of shares of 
Common Stock issuable on conversion (which shall not be less than 8,000 
shares of Series A Preferred Stock, except if all shares of Series A 
Preferred Stock then outstanding are being converted to Common Stock).  
From and after the date on which the Corporation received a Conversion 
Notice from a holder of a share of Series A Preferred Stock (or if such 
date is not a business day in the State of California, the next 
succeeding business day) (the "Conversion Date"), such share shall cease 
to be outstanding and the converting holder shall be deemed the owner of 
the number of shares of Common Stock into which such share of Series A 
Preferred Stock was converted.  The Corporation shall deliver to such 
holder an uncertificated security evidencing such shares of Common Stock 
through book-entry transfer within three business days following the 
Conversion Date or, at the written request of the holder as specified in 
the Conversion Notice, a physical stock certificate evidencing such 
shares within ten business days following the Conversion Date (such date 
of delivery referred to as the "Issue Date").  For purposes of the 
preceding sentence, the first business day following the Conversion Date 
shall count as the first business day for delivery of evidence of such 
shares of Common Stock.  The Conversion Notice may be delivered via 
facsimile transmission to Informix Corporation, attention: Margaret R. 
Brauns, telecopy no. (650) 926-6564.

     On the Issue Date, the Corporation shall issue and cause to be 
delivered (against delivery of the certificate representing the Series A 
Preferred Stock (the "Preferred Certificate")) to the registered holder 
thereof at such address as such holder shall specify in the Conversion 
Notice a certificate or certificates (including uncertificated 
securities) for the number of full shares of Common Stock issuable upon 
the conversion, registered in such holder's name, together with cash (if 
any) as provided in Section 6.  Such certificate or certificates shall 
be deemed to have been issued and any person so designated to be named 
therein shall be deemed to have become a holder of record of such shares 
as of such Conversion Date.  If on such Issue Date the number of shares 
of Series A Preferred Stock to be delivered shall be less than the total 
number of shares represented by the Preferred Certificate, there shall 
be issued to the holder thereof or his assignee on such Issue Date a new 
Preferred Certificate evidencing the remaining Series A Preferred Stock.

     (B)     Subject to Section 4(C) and Section 4(D), each share of 
Series A Preferred Stock shall automatically convert into Common Stock 
in accordance with the terms hereof but without the delivery of a 
Conversion Notice  on the date that is 547 days excluding and following 
the date of issuance of such share (or if such date is not a business 
day in the State of California, the next succeeding business day) (the 
"Automatic Conversion Date").  From and after the Automatic Conversion 
Date, such shares of Series A Preferred Stock shall cease to be 
outstanding and the converting holder shall be deemed the owner of the 
number of shares of Common Stock into which such shares of Series A 
Preferred Stock were converted.  The Corporation shall deliver to such 
holder a stock certificate evidencing such shares of Common Stock within 
ten business days following the Automatic Conversion Date.  For the 
purpose of  determining the applicable Conversion Price under Section 
4(E), the Automatic Conversion Date shall be deemed the Conversion Date.

     (C)     If, either at the time that the Corporation received a 
Conversion Notice or on the Automatic Conversion Date, the aggregate 
number of shares of Common Stock issuable pursuant to such Conversion 
Notice and all other Conversion Notices received at that time (the 
"Subject Conversion Notices"), when added to the aggregate number of 
shares of Common Stock (a) previously issued pursuant to the conversion 
of shares of Series A Preferred Stock and (b) issuable upon conversion 
of all remaining outstanding shares of Series A Preferred Stock 
(determining such number as if such Series A Preferred Stock were 
converted as of the Conversion Date relating to such Conversion Notice), 
including Series A Preferred Stock issuable (i) upon exercise by the 
Corporation of its right to require Fletcher International Limited to 
purchase additional shares of Series A Preferred and (ii) upon exercise 
by Fletcher of its right to require the Company to issue and sell to 
Fletcher additional shares of Series A Preferred, in each case in 
accordance with the terms of that certain Subscription Agreement dated 
August 12, 1997 (the "Subscription Agreement"), would exceed the number 
of shares equal to 19.9% of the total number of shares of Common Stock 
outstanding (adjusted to reflect any split, subdivision, combination, or 
consolidation of the Common Stock, whether by reclassification, 
distribution of a dividend with respect to the outstanding Common Stock 
payable in shares of Common Stock, or otherwise, or any recapitalization 
of the Common Stock) on the date of the first issuance of shares of 
Series A Preferred Stock (the "19.9% Limit") and such circumstance would 
require the approval  of the holders of the Common Stock pursuant to the 
listing requirements or rules of the Nasdaq National Market  (or such 
stock exchange or other interdealer quotation system on which the Common 
Stock is then listed or quoted), then the number of shares of Series A 
Preferred Stock identified in the Subject Conversion Notices that, if 
converted into shares of Common Stock, would equal or exceed the 19.9% 
Limit (the "Excess Preferred Shares"), shall not be converted unless and 
until the stockholder approval referred to in Section 5 (the "Required 
Consent") is obtained or is no longer required.  The Excess Preferred 
Shares will be allocated among the holders delivering Subject Conversion 
Notices on a pro rata basis based on the relative number of shares of 
Series A Preferred Stock identified in each such Subject Conversion 
Notice.  Any Excess Preferred Shares shall not be converted into shares 
of Common Stock until the later of the date on which the Required 
Consent is obtained and the Corporation received a subsequent Conversion 
Notice with respect thereto.

     (D)     Shares of Series A Preferred Stock shall be convertible 
only into the Maximum Number of shares of Common Stock.  The "Maximum 
Number" is equal to the sum of 13,674,500 plus the Convertible Number.  
The "Convertible Number" is initially zero and thereafter may be 
increased upon expiration of a 65 day period (the "Notice Period") after 
the holder delivers a notice (a"65 Day Notice") to the Issuer 
designating an aggregate number of shares of Common Stock in excess of 
13,674,500 which will become convertible.  A 65 Day Notice may be given 
at any time.  If the initial 65 Day Notice does not designate all of the 
shares of Common Stock then issuable upon conversion to such holder 
under the Series A Preferred Stock, additional shares of the Series A 
Preferred Stock will become convertible for some or all of the remaining 
shares of Common Stock upon delivery of one or more 65 Day Notices 
increasing the Convertible Number after a further Notice Period.  From 
time to time following the Notice Period, shares of the Series A 
Preferred Stock may be converted on any Business Day for any quantity of 
shares of Common Stock, such that the aggregate number of shares of 
Common Stock issued hereunder is less than or equal to the Maximum 
Number.

     (E)     "Conversion Price" means 101% of the average of the daily 
volume-weighted per share average prices as reported by Bloomberg, L.P. 
(or otherwise as agreed mutually between the Corporation and the holder 
of record of Series A Preferred Stock delivering a Conversion Notice) of 
the Common Stock on the Nasdaq National Market (or such other national 
securities exchange which the Common Stock is then listed) during the 30 
Trading Days (as defined below) ending and excluding five Trading Days 
before and excluding the Conversion Date (the "Pricing Period"); 
provided, however, that in no event shall the Conversion Price be 
greater than 105% of the average of the daily volume-weighted per share 
average prices as reported by Bloomberg, L.P. (or otherwise as agreed 
mutually between the Corporation and the holder of record of Series A 
Preferred Stock delivering a Conversion Notice) of the Common Stock on 
the Nasdaq National Market (or such other national securities exchange 
on which the Common Stock is then listed) during the first five Trading 
Days of the Pricing Period; and provided further, that in no event shall 
the Conversion Price be greater than $12.00 per share (the "Conversion 
Ceiling Price").  The term "Trading Day" shall mean any trading day on 
the Nasdaq National Market (or such other national securities exchange 
on which the Common Stock is then principally listed).

     Section 5.  Stockholder Approval.  In the event there are Excess 
Preferred Shares as described in Section 4(C), the Corporation shall 
promptly take all actions reasonably necessary to obtain the required 
consent, including causing its Board of Directors to call a special 
meeting of stockholders and recommend such approval.

     In the event the Required Consent is not obtained within 90 days of 
the 19.9% Limit becoming effective, each holder shall have the right at 
any time and from time to time to require the Corporation to repurchase, 
and the Corporation hereby agrees to repurchase, any or all Excess 
Preferred Shares at a price of $250 per share upon 90 days notice by 
delivery of a notice requesting such repurchase.  The repurchase 
obligation of the Corporation shall be subject to limitations of the 
Delaware General Corporation Law.  

     Section 6.  Fractional Shares.  Fractional shares of Common Stock 
shall not be issued upon conversion of shares of Series A Preferred 
Stock.  In lieu of issuance of a fractional share, the Corporation shall 
pay to the holder of the share of Series A Preferred Stock being 
converted a cash amount equal to such fraction multiplied by the 
Conversion Price.

     Section 7.  Reservation of Stock Issuable Upon Conversion.  The 
Corporation shall at all times reserve and keep available out of its 
authorized but unissued shares of Common Stock, solely for the purpose 
of effecting the conversion of the shares of the Series A Preferred 
Stock, such number of its shares of Common Stock as shall from time to 
time be sufficient to effect the conversion of all outstanding shares of 
the Series A Preferred Stock.

     Section 8.  Liquidation, Dissolution or Winding Up.  In the event 
of any liquidation, dissolution or winding up of the Corporation, 
whether voluntary or involuntary, before any payment or distribution of 
the assets of the Corporation (whether capital or surplus) shall be made 
to or set apart for the holders of Common Stock or any other series or 
class or classes of stock of the Corporation ranking junior to the 
Series A Preferred Stock upon liquidation, dissolution or winding up, 
the holders of the shares of Series A Preferred Stock shall be entitled 
to receive $250.00 per share (the "Liquidation Preference").  If, upon 
any liquidation, dissolution or winding up of the Corporation, the 
assets of the Corporation, or proceeds thereof, distributable among the 
holders of the shares of Series A Preferred Stock shall be insufficient 
to pay in full the preferential amount aforesaid and liquidating 
payments on any other shares of stock ranking, as to liquidation, 
dissolution or winding up, on a parity with the Series A Preferred 
Stock, if any, then such assets, or the proceeds thereof, shall be 
distributed among the holders of shares of Series A Preferred Stock and 
any such other stock ratably in accordance with the respective amounts 
which would be payable on such shares of Series A Preferred Stock and 
any such other stock if all amounts payable thereon were paid in full.

     Section 9.  Consolidation, Merger, Etc.

     (A)     In case the Corporation shall be a party to any transaction 
providing for (i) any acquisition of the Corporation by means of merger 
or other form of corporate reorganization in which outstanding shares of 
the Corporation are exchanged for securities or other consideration 
issued, or caused to be issued, by the acquiring corporation or its 
subsidiary or (ii) a sale of all or substantially all of the assets of 
the Corporation or (iii) any other transaction or series of related 
transactions by the Corporation in which in excess of 50% of the 
Corporation's voting power is transferred to a single entity or group 
acting in concert (each of the foregoing being referred to as a 
"Transaction"), and as a result of such Transaction shares of Common 
Stock shall be converted into the right to receive only shares of 
publicly traded common stock (other than cash in lieu of fractional 
amounts or in connection with the exercise of statutory appraisal 
rights) of the Surviving Entity (as defined below), each share of Series 
A Preferred Stock which is not converted by the holder into the right to 
receive such common stock in connection with such Transaction shall 
thereafter be exchangeable for an equal number of shares of preferred 
stock of the Surviving Entity, which preferred stock shall have terms 
substantially identical to the terms provided in this Certificate of 
Designation and be convertible, at the holder's option, into shares of 
any class of publicly traded common stock of the Surviving Entity.  For 
purposes hereof, "Surviving Entity" shall mean an acquiror, purchaser or 
transferee contemplated by clauses (i), (ii) and (iii), respectively, of 
the immediately preceding sentence.  The Corporation shall not be a 
party to any Transaction unless the terms of such Transaction are 
consistent with the provisions of this Section 9 and it shall not 
consent or agree to the occurrence of any Transaction until the 
Corporation has entered into an agreement with the successor or 
purchasing entity, as the case may be, for the benefit of the holders of 
the Series A Preferred Stock which will contain provisions ensuring the 
benefits contemplated by this Section 9 to the holders of the Series A 
Preferred Stock which remains outstanding after such Transaction.  The 
provisions of this Section 9 shall apply similarly to successive 
Transactions.

     (B)     If as a result of a Transaction, either (i) Section 9(A) is 
inapplicable or (ii) the Series A Preferred Stock would become 
convertible pursuant to Section 9(A) into securities of a class with (x) 
an aggregate market capitalization of less than $1.3 billion or (y) an 
average weekly traded value as reported by Bloomberg, L.P. over the 
preceding six months of less than $285 million, then, at the sole option 
of the holder, the holder may cause the Corporation to redeem some or 
all of the shares of Series A Preferred Stock for cash in immediately 
available funds payable upon the consummation of such Transaction at a 
price equal to the aggregate Liquidation Preference thereof.  In 
addition, if either (i) there are any Excess Preferred Shares and 
Section 9(A) is applicable, or (ii) as a result of a Transaction any 
Excess Preferred Shares would be created in the Corporation or in a 
Surviving Entity, then at the sole option of the holder, the holder may 
cause the Corporation to redeem some or all of such Excess Preferred 
Shares for cash in immediately available funds payable upon the 
consummation of such Transaction at a price equal to the aggregate 
Liquidation Preference thereof.

     Section 10.  Stock Dividends, Stock Splits, Etc.  In case the 
Corporation shall after the date of first issuance of shares of Series A 
Preferred Stock (A) pay a dividend or make a distribution on its Common 
Stock in shares of its Common Stock, (B) subdivide its outstanding 
Common Stock into a greater number of shares, or (C) combine its 
outstanding Common Stock into a smaller number of shares, which becomes 
effective on a Trading Day which is included in the calculation of the 
Conversion Price, then the average of the daily volume-weighted per 
share average prices of the Common Stock for the period from the first 
Trading Day included in the calculation of the Conversion Price to (but 
not including) the effective date of such event (the "Adjustable Average 
Price") and the Conversion Ceiling Price will be proportionately 
adjusted to reflect such event in calculating the Conversion Price.  If 
the event in question causes an increase in the total number of 
outstanding Common Stock, then the Adjustable Average Price and the 
Conversion Ceiling Price will be proportionately decreased.  If the 
event in question causes a decrease in the total number of outstanding 
Common Stock, then the Adjustable Average Price and the Conversion 
Ceiling Price will be proportionately increased.  In case the 
Corporation shall after the date of the first issuance of the Series A 
Preferred Stock issue any shares of capital stock by reclassification of 
its Common Stock (excluding any transaction as to which Section 9 
applies), each share of Series A Preferred Stock shall thereafter be 
convertible into the kind and in the proportion of shares of stock and 
other securities and property ("Reclassification Consideration") 
receivable by a holder of one share of Common Stock immediately prior to 
the record date or effective date of such reclassification, as 
appropriate, and the Conversion Price in such circumstances shall be 
determined based upon weighted prices of the Reclassification 
Consideration.  In the event the market price of any portion of the 
Reclassification Consideration cannot be determined in a manner 
reasonably consistent with Section 4(E), the market value of such 
portion of the Reclassification Consideration shall be determined in 
good faith by the Corporation's Board of Directors.  In addition, the 
Conversion Price and the Conversion Ceiling Price following such a 
reclassification shall be adjusted as appropriate in a manner consistent 
with the first three sentences of this Section 10.  Adjustments made 
pursuant to this Section 10 shall become effective immediately after the 
close of business on the record date in the case of a dividend or 
distribution and shall become effective immediately after the close of 
business on the record date in the case of subdivision, combination or 
reclassification.

     Section 11.  Redemption.  The shares of Series A Preferred Stock 
shall not be redeemable.

     Section 12.  Amendment.  So long as any shares of Series A 
Preferred Stock are outstanding, the Corporation shall not, without 
first obtaining the approval by vote or written consent, in the manner 
provided by law, of the holders of at least a majority of the total 
number of shares of Series A Preferred Stock outstanding, voting 
separately as a series, amend or repeal any provision of, or add any 
provision to, the Corporation's Certificate of Incorporation if such 
action would adversely affect the preferences, rights, privileges or 
powers of, or the restrictions provided for the benefit of, the Series A 
Preferred Stock.

     Section 13.  Reacquired Shares.  Any shares of Series A Preferred 
Stock purchased or otherwise acquired by the Corporation in any manner 
whatsoever shall be retired and canceled promptly after the acquisition 
thereof.  All such shares shall upon their cancellation become 
authorized but unissued shares of preferred stock of the Corporation and 
may be reissued as part of a new series of preferred stock subject to 
the conditions and restrictions on issuance set forth herein, in the 
Certificate of Incorporation, or in any other Certificate of Designation 
creating a series of preferred stock of the Corporation or any similar 
stock or as otherwise required by applicable law.

     Section 14.  Rank.

     (A)     With respect to liquidation preferences, the Series A 
Preferred Stock shall rank senior to all other existing capital stock of 
the Corporation and shall rank senior to all series of any class of the 
Corporation's capital stock issued after the date of the filing of this 
Certificate of Designation.

     (B)     So long as any shares of the Series A Preferred Stock are 
outstanding, no Common Stock nor any other such stock of the Corporation 
ranking junior to the Series A Preferred Stock, upon liquidation, will 
be redeemed, purchased or otherwise acquired for any consideration by 
the Corporation (except by conversion into or exchange for stock of the 
Corporation ranking junior to the Series A Preferred Stock, upon 
liquidation and except pursuant to restricted stock purchase or similar 
agreements providing for the Company's repurchase of shares of Common 
Stock at their original cost in connection with termination of 
employment) unless, in each case the Corporation offers to redeem shares 
of the Series A Preferred Stock on substantially the same terms 
(provided that the redemption price shall not be less than $250 per 
share).

IN WITNESS WHEREOF, this Certificate of Designation is executed on 
behalf of the Corporation by the Chairman of the Board, President and 
Chief Executive Officer of the Corporation and attested by its Vice 
President and Treasurer this 12th day of August, 1997.


/S/ Robert Finocchio, Jr.
Robert Finocchio, Jr.
Chairman of the Board, President and
Chief Executive Officer



Attest:


/S/ Margaret R. Brauns
Margaret R. Brauns
Vice President and Treasurer