UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                  SCHEDULE 13G



                    Under the Securities Exchange Act of 1934



                               (Amendment No. 11)*



                               Acxiom Corporation
                                (Name of Issuer)



                          Common Stock, $.10 par value
                          (Title of Class of Securities



                                  005-125-109
                                 (CUSIP Number)





Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


CUSIP N. 005-125-109 1. NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles D. Morgan, Jr., individually SNN: ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5. SOLE VOTING POWER NUMBER OF 5,635,324.9* SHARES 6. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 7. SOLE DISPOSITIVE POWER EACH 5,385,324.9 REPORTING 8. SHARED DISPOSITIVE POWER PERSON WITH 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,080,211.9 - -------- * On October 15, 1996, the reporting person entered into an "equity swap" transaction with a bank pursuant to which the reporting person received a line of credit "LOC" secured by 250,000 shares of common stock (the "pledged shares"). Loans made pursuant to the LOC will bear interest at varying LIBOR rates. The LOC is for a period of five years, and at the expiration of that period the reporting person is obligated to repay the outstanding balance of any loans made pursuant to the LOC. At that time, if the market price of Acxiom common stock is less than $18.285 per share, the bank will deliver to the reporting person the pledged shares plus cash in an amount equal to the difference between the then market value of the pledged shares and the value of such shares based on a price of $18.285 per share; if the market price of Acxiom common stock is greater than $38.195 per share, the reporting person will receive the pledged shares and be required to deliver cash to the bank in an amount equal to the difference between the then market value of the pledged shares and the value of such shares based on a price of $38.195 per share. Any dividends received by the reporting person on the pledged shares during the term of the agreement will be paid to the bank, and the reporting person will retain voting rights.

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.8% 12. TYPE OF REPORTING PERSON IN Item 1(a). Name of Issuer: Acxiom Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 301 Industrial Boulevard P.O. Box 2000 Conway, AR 72033-2000 Item 2(a). Name of Person Filing: Charles D. Morgan, Jr., individually Item 2(b). Address of Principal Business Office or, if none, Residence: 301 Industrial Boulevard P.O. Box 2000 Conway, AR 72033-2000 Item 2(c). Citizenship: United States of America Item 2(d). Title of Class of Securities: Common Stock, $.10 par value Item 2(e). CUSIP Number: 005-125-109 Item 3(a-h). If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: N/A Item 4(a). Amount Beneficially Owned: 6,080,211.9

Item 4(b). Percent of Class: 11.8% Item 4(c). Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 5,635,324.9 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 5,385,324.9 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 1997 /s/ Charles D. Morgan, Jr. ----------------------------------- Charles D. Morgan Jr., Individually