UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A (AMENDMENT NO. 2) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________. Commission file number 0-13163 ACXIOM CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 71-0581897 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. BOX 2000, 301 INDUSTRIAL BOULEVARD, CONWAY, ARKANSAS 72033-2000 (Address of principal executive offices) (Zip Code) (501) 336-1000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 Par Value (Title of Class) Preferred Stock Purchase Rights (Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant's Common Stock, $.10 par value per share, as of June 17, 1998 as reported on the Nasdaq National Market, was approximately $875,422,220. (For purposes of determination of the above stated amount only, all directors, officers and 10% or more shareholders of the registrant are presumed to be affiliates.) The number of shares of Common Stock, $.10 par value per share, outstanding as of June 17, 1998 was 52,479,289. This Amendment No. 2 amends and supplements the Annual Report for the fiscal year ended March 31, 1998 on Form 10-K, filed with the Securities and Exchange Commission (the "Commission") on June 23, 1998 of Acxiom Corporation, a Delaware corporation (the "Company"), as amended by Amendment No. 1 thereto, filed with the Commission on July 29, 1998 (the "Form 10-K"). The Form 10-K is hereby amended and supplemented by replacing the Independent Auditors' Report attached thereto with the following, which has been marked to show changes: INDEPENDENT AUDITORS' REPORT The Board of Directors Acxiom Corporation Under date of May 8, 1998, we reported on the consolidated balance sheets of Acxiom Corporation and subsidiaries as of March 31, 1998 and 1997, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the years in the three-year period ended March 31, 1998, which are included in the 1998 annual report to shareholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year ended March 31, 1998. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedule of valuation and qualifying accounts. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ KPMG Peat Marwick LLP Little Rock, Arkansas May 8, 1998 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ACXIOM CORPORATION Date: August 4, 1998 By: /s/ Catherine L. Hughes ___________________________ Catherine L. Hughes Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and as of the dates indicated. Signature Title Date /s/ Robert S. Bloom* Chief Financial Officer August 4, 1998 ______________________ (Principal accounting Robert S. Bloom officer) /s/ Dr. Ann H. Die* Director August 4, 1998 ______________________ Dr. Ann H. Die /s/ William T. Dillard II* Director August 4, 1998 ___________________________ William T. Dillard II /s/ Harry C. Gambill* Director August 4, 1998 ___________________________ Harry C. Gambill /s/ Rodger S. Kline* Chief Operating Officer, August 4, 1998 __________________________ Treasurer and Director Rodger S. Kline (Principal financial officer) /s/ Charles D. Morgan* Chairman of the Board and August 4, 1998 _________________________ President (Company Leader) Charles D. Morgan (Principal executive officer) /s/ Robert A. Pritzker* Director August 4, 1998 _________________________ Robert A. Pritzker /s/ Walter V. Smiley* Director August 4, 1998 _________________________ Walter V. Smiley /s/ James T. Womble* Division Leader and August 4, 1998 __________________________ Director James T. Womble *By: /s/ Catherine L. Hughes ________________________ Catherine L. Hughes Attorney-in-Fact