Registration No. 33-    
     -------------------------------------------------------

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM S-8

                        REGISTRATION STATEMENT
                                under
                       THE SECURITIES ACT OF 1933
      
                           ACXIOM CORPORATION
            (Exact name of registrant as specified in charter)

              Delaware                           71-0581897
     (State or other jurisdiction              I.R.S. Employer
     of incorporation or organization)        Identification No.

            P.O. Box 2000
        301 Industrial Boulevard
           Conway, Arkansas                      72033-2000
     (Address of principal executive offices)    (Zip Code)

                         ACXIOM CORPORATION/
       DATAQUICK INCENTIVE AND NONQUALIFIED STOCK OPTION PLANS

                                             Copy to:
          Catherine L. Hughes           John Clayton Randolph
            P.O. Box 2000              Friday, Eldredge & Clark
         301 Industrial Boulevard   400 West Capitol, Suite 2000
     Conway, Arkansas 72033-2000 Little Rock, Arkansas 72201-3493
     (Name and address of agent for service)

                            501-336-1000
     (Telephone number, including area code, of agent for         
                              service)

                    CALCULATION OF REGISTRATION FEE
     ------------------------------------------------------------
     Title of   Amount    Proposed   Proposed     Amount of
     Securities to be     Maximum    Maximum    Registration
       to be    Regis-    Offering   Aggregate     Fee (2)
     Registered tered(1)  Price Per  Offering
                          Unit       Price(2)
     ------------------------------------------------------------
     Common
     Stock
     ($.10 Par
     Value)      808,370  $ (2)    $4,738,590.99   $1,634.00
     -----------------------------------------------------------

     (1) The Registration Statement also includes an
         indeterminable number of additional shares that may      
         become issuable pursuant to the antidilution adjustment  
         provisions of the Plan.  

     (2) Calculated pursuant to Rule 457(h)(1) on the basis of    
         option exercise prices for the following number of options:
         79,220 at $2.98, 466,304 at $5.08, 62,142 at $6.73, 195,665
         at $8.42, and 5,039 at $13.49.

                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Certain Documents by Reference

        The following documents filed by Acxiom Corporation (the
     "Company") with the Securities and Exchange Commission are
     incorporated by reference in this registration statement:
     (i) the Company's Annual Report on Form 10-K for the fiscal
     year ended March 31, 1995 (as amended by a Form 10-K/A filed
     October 12, 1995); (ii) the Company's Quarterly Report on
     Form 10-Q for the quarter ended June 30, 1995; (iii) the
     Company's Current Reports on Form 8-K dated August 25, 1995
     and September 27, 1995;   (iv) the Company's Report on Form
     10-C filed August 30, 1995; and (v) the description of the
     Company's Common Stock contained in its registration
     statement on Form 8-A dated February 4, 1985, as amended on
     February 22, 1985.

          In addition, all documents subsequently filed by the
     Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
     the Securities Exchange Act of 1934, prior to the filing of
     a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be
     incorporated by reference in this registration statement and
     to be a part hereof from the date of filing of such
     documents.  

     Item 4.    Description of Securities.

            Not applicable

     Item 5.    Interest of Named Experts and Counsel. 

            Not applicable.  

     Item 6.    Indemnification of Directors and Officers

           Section 145 of the Delaware General Corporation Law
     contains detailed provisions for indemnification of
     directors and officers of Delaware corporations against
     expenses, judgments, fines and settlements in connection
     with litigation.  Article THIRTEENTH of the Company's
     Amended and Restated Certificate of Incorporation and
     Article VII of the Company's Bylaws provide for
     indemnification of the directors and officers of the Company
     against certain liabilities.  

     Item 7.  Exemption from Registration Claimed.

          Not applicable.

     Item 8.  Exhibits

        Number                      Description

        4.1        Company's Amended and Restated Certificate of  
                   Incorporation 

        4.2        Company's Bylaws as currently in effect        
                   (incorporated by reference to Exhibit 3(b) to  
                   Form 10-K for the fiscal year ended March 31,  
                   1991 in 0-13163)

        4.3        Data Center Management Agreement dated July
                   27, 1992 between the Company and Trans Union
                   Corporation (incorporated by reference to
                   Exhibit A to Schedule 13D of Trans Union
                   Corporation dated August 31, 1992 in 5-36226)

        4.4        Agreement to Extend and Amend Data Center
                   Management Agreement and to Amend Registra-
                   tion Rights Agreement dated August 31, 1994
                   (incorporated by reference to Exhibit 10(b)
                   to Form 10-K for the fiscal year ended
                   March 31, 1995, as amended, in 0-13163)

        4.5        Warrant to Purchase 2,000,000 shares of
                   Company Common Stock (incorporated by
                   reference to Exhibit B to Schedule 13D of
                   Trans Union Corporation dated August 31,
                   1992 in 5-36226)

        4.6        Registration Rights Agreement, effective
                   August 31, 1992, between the Company and
                   Trans Union Corporation (incorporated by
                   reference to Exhibit C to Schedule 13D of
                   Trans Union Corporation dated August 31,
                   1992 in 5-36226)

        4.7        Letter Agreement dated July 27, 1992 between
                   the Company and Trans Union Corporation
                   (incorporated by reference to Exhibit 4.6
                   to Registration No. 33-63320)

        4.8        Letter Agreement dated August 31, 1994 between
                   the Company and Trans Union Corporation

        4.9        Stock Purchase Agreement dated October 26,
                   1994 between the Company and Marmon Indus-
                   trial Corporation 

        5          Opinion and Consent of Friday, Eldredge
                   & Clark

       23.1        Consent of KPMG Peat Marwick LLP

       23.2        Consent of Friday, Eldredge & Clark (included
                   in Exhibit 5)

       24          Powers of Attorney

     Item 9.       Undertakings

          The undersigned registrant hereby undertakes:

          1.  To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     registration statement:

             (a)  To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933, unless the
     information required to be included in such post-effective
     amendment is contained in a periodic report filed by
     registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 and incorporated herein by
     reference;

             (b)  To reflect in the prospectus any facts or
     events arising after the effective date of the registration
     statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in the
     registration statement, unless the information required to
     be included in such post-effective amendment is contained in
     a periodic report filed by registrant pursuant to Section 13
     or Section 15(d) of the Securities Exchange Act of 1934 and
     incorporated herein by reference;

            (c)  To include any material information with respect
     to the plan of distribution not previously disclosed in this
     registration statement or any material change to such
     information in this registration statement.

            2.  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such post-
     effective amendment shall be deemed to be a new registration
     statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

            3.  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

            4.  That, for purposes of determining any liability
     under the Securities Act of 1933, each filing of the
     registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934 that is
     incorporated by reference in the registration statement
     shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof.

            5.  Insofar as indemnification for liabilities
     arising under the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions referred to
     in Item 6 above, or otherwise, the registrant has been
     advised that in the opinion of the Securities and Exchange
     Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable.  In
     the event that a claim for indemnification against such
     liabilities (other than the payment by the registrant of
     expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful
     defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection
     with the securities being registered, the registrant will,
     unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed
     in the Act and will be governed by the final adjudication of
     such issue.  

                            SIGNATURES

         Pursuant to the requirements of the Securities Act of
     1933, the Registrant certifies that it has reasonable
     grounds to believe that it meets all the requirements for
     filing on Form S-8 and has duly caused this registration
     statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Conway, State of
     Arkansas, on the 16th day of October, 1995.

                               ACXIOM CORPORATION

                                 /s/ Catherine L. Hughes
                                 -------------------------
                                 (Catherine L. Hughes
                                 Secretary and General Counsel)

         Pursuant to the requirements of the Securities Act of
     1933, this registration statement has been signed below by
     the following persons in the capacities indicated, on the 16th
     day of October, 1995.

             *
     -------------------    Chief Financial Officer
     Robert S. Bloom        (Principal Accounting Officer)        
                         
             *                             
     -------------------    Director
     Dr. Ann H. Die

             *
     -------------------    Director
     William T. Dillard II

     -------------------    Director
     Harry C. Gambill

             *
     -------------------    Chief Operating Officer, Executive
     Roger S. Kline         Vice President, Treasurer and
                            Director (Principal Financial 
                            Officer)

             *
     -------------------    Chairman of the Board, Chief
     Charles D. Morgan, Jr. Executive Officer, President and
                            Director (Principal Executive
                            Officer)

             *
     -------------------    Director
     Robert A. Pritzker

             *
     -------------------    Director
     Walter V. Smiley

             *
     -------------------    Executive Vice President and
     James T. Womble        Director

            /s/ Catherine L. Hughes
     *By: -------------------------
             Catherine L. Hughes
             (Attorney-in-Fact)

        *Catherine L. Hughes, by signing her name hereto, does
     sign this document on behalf of each of the persons
     indicated above pursuant to powers of attorney duly executed
     by such persons, filed or to be filed with the Securities
     and Exchange Commission as supplemental information.

                           INDEX TO EXHIBITS

       Exhibit
       Number                  Exhibit

        4.1        Company's Amended and Restated Certificate of  
                   Incorporation 

        4.2        Company's Bylaws as currently in effect        
                   (incorporated by reference to Exhibit 3(b) to  
                   Form 10-K for the fiscal year ended March 31,  
                   1991 in 0-13163)

        4.3        Data Center Management Agreement dated July
                   27, 1992 between the Company and Trans Union
                   Corporation (incorporated by reference to
                   Exhibit A to Schedule 13D of Trans Union
                   Corporation dated August 31, 1992 in 5-36226)

        4.4        Agreement to Extend and Amend Data Center
                   Management Agreement and to Amend Registra-
                   Rights Agreement dated August 31, 1994
                   (incorporated by reference to Exhibit 10(b)
                   to Form 10-K for the fiscal year ended
                   March 31, 1995, as amended, in 0-13163)

        4.5        Warrant to Purchase 2,000,000 shares of
                   Company Common Stock (incorporated by
                   reference to Exhibit B to Schedule 13D of
                   Trans Union Corporation dated August 31,
                   1992 in 5-36226)

        4.6        Registration Rights Agreement, effective
                   August 31, 1992, between the Company and
                   Trans Union Corporation (incorporated by
                   reference to Exhibit C to Schedule 13D of
                   Trans Union Corporation dated August 31,
                   1992 in 5-36226)

        4.7        Letter Agreement dated July 27, 1992 between
                   the Company and Trans Union Corporation
                   (incorporated by reference to Exhibit 4.6
                   to Registration No. 33-63320)

        4.8        Letter Agreement dated August 31, 1994 between
                   the Company and Trans Union Corporation

        4.9        Stock Purchase Agreement dated October 26,
                   1994 between the Company and Marmon Indus-
                   trial Corporation 

        5          Opinion and Consent of Friday, Eldredge
                   & Clark

       23.1        Consent of KPMG Peat Marwick LLP

       23.2        Consent of Friday, Eldredge & Clark (included
                   in Exhibit 5)

       24          Powers of Attorney
                              AMENDED AND RESTATED 
                          CERTIFICATE OF INCORPORATION 
                                      OF 
                               ACXIOM CORPORATION 

         Acxiom Corporation (the "Corporation") acting pursuant
     to  Sections 245 and 242 of the General Corporation Law of
     the State of Delaware, hereby adopts the following Amended
     and Restated Certificate of Incorporation.  The following
     Amended and Restated Certificate of Incorporation amends,
     restates, integrates, and supersedes, in its entirety, the
     Amended and Restated Certificate of Incorporation of Acxiom
     Corporation originally filed with the Delaware Secretary of
     State on December 15, 1994.  The original Certificate of
     Incorporation was incorporated under the name of CCX
     NETWORK, INC. on September 28, 1983. 

          FIRST:  NAME.  The name of the Corporation is: 

                               ACXIOM CORPORATION 

          SECOND:  REGISTERED AGENT AND OFFICE.  The address of
     the Corporation's registered office in the State of Delaware
     is Corporation Trust Center, 1209 Orange Street, Wilmington, 
     Delaware 19801, in the County of Newcastle.  The name of the 
     Corporation's registered agent at such address is The
     Corporation Trust Company. 

          THIRD:  PURPOSES.  The purpose or purposes for which
     the Corporation is organized are: 

          (a)  To own, operate, sell, lease and otherwise deal in 
     goods and services related to data processing, letter
     services, electronic computer operations, business machines,
     forms and procedures; to buy, rent, sell, lease and
     otherwise deal in computers. 

          (b)  To borrow money in such amount, for such times and
     upon such terms and conditions as is deemed wise and
     expedient; from time to time to draw, make, accept, endorse,
     discount, execute and issue promissory notes, drafts, bills
     of exchange, warrants, bonds, debentures and other
     negotiable and transferable instruments, and evidences, as
     well as to secure the same by mortgages, pledge, deed of
     trust, or otherwise. 

          (c)  To have one or more offices, to carry on all or
     any of its operations and business, and without restriction
     or limit as to amount to purchase or otherwise acquire,
     hold, own, mortgage, sell, lease, convey or otherwise
     dispose of real and personal property of every class and
     description.  

          (d)  To enter into, make and perform contracts of any
     and every kind with any person, firm, corporation,
     association, partnership or body politic. 

          (e)  To own, purchase, lease, or otherwise acquire
     lands and real estate, and to sell and develop lands and
     real estate, and to equip and operate buildings and
     structures of every kind and character for the
     manufacturing, storing and protection of goods and
     properties of every character and kind. 

          (f)  To conduct, promote or engage in any lawful act or 
     activity for which corporations may be organized under the   
     General Corporation Law of the State of Delaware. 

          FOURTH:  AUTHORIZED SHARES.  The total number of shares
     of stock which the Corporation shall have authority to issue
     is: 

                  Sixty million (60,000,000) shares of Common     
                  Stock, ten cents ($.10) Par Value per common    
                  share. One million (1,000,000) shares of        
                  Preferred Stock, one dollar ($1.00) Par Value   
                  per preferred share.  The Board of Directors of 
                  the Corporation is authorized to provide for    
                  the issuance of shares of Preferred Stock in    
                  series and to establish from time to time the   
                  number of shares to be included in each such    
                  series and to fix the designation, powers,      
                  preferences and rights of the shares of 
                  each such series and the qualifications, 
                  limitations and restrictions thereof. 

          FIFTH:  DURATION.  The Corporation is to have perpetual 
     existence. 

          SIXTH:  DIRECTORS. 

          (a)  Number, Election and Terms of Directors.  The
     number of directors shall be not less than three (3) nor
     more than fifteen (15) persons.  The exact number of
     directors of the Corporation shall be fixed from time to
     time by the Board of Directors.  The directors shall be
     classified with respect to the time for which they severally
     hold office into three classes, as nearly equal in number as
     possible, one class to hold office initially for a term
     expiring at the annual meeting of stockholders to be held in 
     1991, another class to hold office initially for a term
     expiring at the annual meeting of stockholders to be held in
     1992, and another class to hold office initially for a term
     expiring at the annual meeting of stockholders to be held in
     1993, with the members of each class to hold office until
     their successors are elected and qualified.  At each annual
     meeting of the stockholders of the Corporation, the
     successors to the class of directors whose term expires at
     that meeting shall be elected to hold office for a term
     expiring at the annual meeting of stockholders held in the
     third year following the year of their election.  If the
     number of directors is changed, any increase or decrease
     shall be apportioned among the classes so as to maintain 
     the number of directors in each class as nearly equal as 
     possible, but in no case shall a decrease in the number of 
     directors shorten the term of any incumbent director. 

          (b)  Manner of Election.  Elections of directors need
     not be by written ballot unless the Bylaws of the
     Corporation shall so provide. 

          (c)  Stockholder Nomination of Director Candidates and
     Advance Notice of Matters to Be Brought Before an Annual
     Meeting.  Advance notice of nominations by stockholders of
     persons for election to the Board of Directors and advance
     notice of matters to be brought before an annual meeting by
     shareholders shall be given in the manner provided in the
     Bylaws. 

           (d)  Newly Created Directorships and Vacancies.  Newly 
     created directorships resulting from any increase in the
     number of directors and any vacancies in the Board of
     Directors resulting from death, resignation,
     disqualification, removal or other cause shall be filled
     solely by the affirmative vote of a majority of the
     remaining directors then in office, even though less than a
     quorum of the Board of Directors.  Any director elected in
     accordance with the proceeding sentence shall hold office
     for the remainder of the full term of the class of directors
     in which the new directorship was created or the vacancy
     occurred and until such director's successor shall have 
     been elected and qualified.  No decrease in the number of  
     directors constituting the Board of Directors shall shorten
     the term of any incumbent director. 

           (e)  Removal of Directors.  No director shall be
     removed from the Board of Directors by action of the
     stockholders of the Corporation during his appointed term
     other than for cause.  For purposes hereof, cause shall mean
     final conviction of a felony, unsound mind, adjudication of
     bankruptcy, nonacceptance of office, or conduct prejudicial
     to the interest of the Corporation. 

           (f)  Scope.  The provisions of this Article shall
     apply only to the holders of Common Stock.  Accordingly,
     this Article shall in no way limit or restrict the authority
     of the Board of Directors to fix the designation, power,
     preferences and rights of shares of Preferred Stock and the
     qualifications, limitations and restrictions thereof. 

           SEVENTH:  MEETINGS OF HOLDERS OF COMMON STOCK AND
     ACTION BY HOLDERS OF COMMON STOCK WITHOUT A MEETING.  

           (a)  Place of Meetings.  Meetings of holders of Common
     Stock may be held within or without the State of Delaware,
     as the Bylaws may provide. 

           (b)  Special Meetings.  Special meetings of the
     holders of Common Stock may be called by such person or
     persons as may be authorized by the Bylaws. 

           (c)  Stockholder Action.  Any action required or
     permitted by the General Corporation Law of the State of
     Delaware to be taken at a meeting of holders of Common Stock
     may be taken without a meeting if one or more written
     consents, setting forth the action so taken, shall be signed
     by all of the holders of Common Stock entitled to vote with
     respect to the subject matter thereof.  The consents signed
     under this provision, taken together, shall have the same
     force and effect as a unanimous vote of the holders of
     Common Stock. 

            EIGHTH:  LOCATION OF BOOKS AND RECORDS.  The books
     and records of the Corporation may be kept (subject to any
     provision contained in the statutes) outside the State of
     Delaware at such place or places as may be designated from
     time to time by the Board of Directors in the Bylaws of the
     Corporation. 

            NINTH:  BYLAWS.  The Board of Directors shall have
     power to make, alter, amend and repeal the Bylaws, except so
     far as Bylaws adopted by the holders of Common Stock shall
     otherwise provide.  Notwithstanding the foregoing, Bylaw
     provisions relating to informal action by holders of Common
     Stock without a meeting, nomination of director candidates
     by holders of Common Stock, notice of matters to be brought
     before an annual meeting by holders of Common Stock, the
     number, election and terms of directors elected by holders
     of Common Stock, the removal of directors elected by holders
     of Common Stock, the filling of vacancies on the Board of
     Directors created by an increase in the number of directors
     or by the death, resignation, removal or disqualification of
     directors elected by the holders of Common Stock, and the
     manner of calling and persons authorized to call special
     meetings of holders of Common Stock shall not be altered, 
     amended or repealed, and no provisions inconsistent
     therewith shall be adopted, without (i) the approval of a
     majority of the Disinterested Directors, as defined in
     Article ELEVENTH hereof, or (ii) the affirmative vote of the
     holders of at least eighty percent (80%) of the votes
     entitled to be cast by the holders of Common Stock. 

            TENTH:  FAIR PRICE PROVISION. 

            (a)  Vote Required for Certain Business Combinations.

             1.   Higher Vote for Certain Business Combinations. 
     In addition to any affirmative vote required by law or this
     Amended and Restated Certificate of Incorporation, and
     except as otherwise expressly provided in Section (b) of
     this Article, 

             (A)  any merger or consolidation of the Corporation
     or any Subsidiary (as hereinafter defined) with (i) any
     Interested Stockholder (as hereinafter defined) or (ii) any
     other person (whether or not itself an Interested
     Stockholder) which is, or after such merger or consolidation 
     would be, an Affiliate (as hereinafter defined) of an
     Interested Stockholder; or 

              (B)  any sale, lease, exchange, mortgage, pledge,
     transfer or other disposition (in one transaction or a
     series of transactions) to or with any Interested
     Stockholder or any Affiliate of any Interested Stockholder
     of any assets of the Corporation or any Subsidiary having an
     aggregate Fair Market Value of $10,000,000 or more; or 

               (C)  the issuance or transfer by the Corporation
     or any Subsidiary (in one transaction or a series of
     transactions) of any securities of the Corporation or any
     Subsidiary to any Interested Stockholder or any Affiliate of
     any Interested Stockholder in exchange for cash, securities
     or other property (or a combination thereof) having an
     aggregate Fair Market Value of $10,000,000 or more; or 

               (D)  the adoption of any plan or proposal for the
     liquidation or dissolution of the Corporation proposed by or
     on behalf of any Interested Stockholder or any Affiliate of
     any Interested Stockholder; or 

               (E)  the adoption of any plan of share exchange
     between the Corporation or any Subsidiary with any
     Interested Stockholder or any other person which is, or
     after such share exchange would be, an Affiliate of any
     Interested Stockholder; or 

               (F)  any reclassification of securities (including
     any reverse stock split), or recapitalization of the
     Corporation, or any merger or consolidation of the
     Corporation with any of its Subsidiaries or any other
     transaction (whether or not with or into or otherwise
     involving an Interested Stockholder) which has the effect,
     directly or indirectly, of increasing the proportionate
     share of the outstanding shares of any class of Equity
     Security (as hereinafter defined) of the Corporation or any
     Subsidiary (as hereinafter defined) or the Corporation or
     any Subsidiary which is directly or indirectly owned by any
     Interested Stockholder or any Affiliate of any Interested
     Stockholder; 

     shall require the affirmative vote of the holders of at
     least eighty percent (80%) of the votes entitled to be cast
     by the holders of Common Stock.  Such affirmative vote shall
     be required notwithstanding the fact that no vote may be
     required, or that a lesser percentage may be specified, by
     law or in any agreement with any national securities
     exchange or otherwise. 

           2.   Definition of "Business Combination".  The term
     "Business Combination" used in this Article shall mean any
     transaction which is referred to in any one or more of
     clauses (A) through (F) of Paragraph 1 of this Section (a). 

          (b)  When Higher Vote is Not Required.  The provisions
     of Section (a) of this Article shall not be applicable to
     any particular Business Combination, and such Business
     Combination shall require only such affirmative vote as is
     required by law and any other provision of this Amended and
     Restated Certificate of Incorporation, if all of the
     conditions specified in either of the following paragraphs 1
     and 2 are met: 

           1.   Approval by Disinterested Directors.  The
     Business Combination shall have been approved by a majority
     of the Disinterested Directors (as hereinafter defined). 

           2.   Price and Procedure Requirements.  All of the
     following conditions shall have been met: 

                 (A)  The aggregate amount of the cash and the
     Fair Market Value (as hereinafter defined) as of the date of
     the consummation of the Business Combination of
     consideration other than cash to be received per share by
     holders of Common Stock in such Business Combination shall
     be at least equal to the higher of the following: 

                      (i)  (if applicable) the highest per share
     price (including any brokerage commissions, transfer taxes
     and soliciting dealers' fees) paid by the Interested
     Stockholder for any shares of Common Stock acquired by it
     (a) within the two-year period immediately prior to the
     first public announcement of the terms of the proposed
     Business Combination (the "Announcement Date") or (b) in the
     transaction in which it became an Interested Stockholder,
     whichever is higher; and 

                      (ii)  the Fair Market Value per share of
     Common Stock on the Announcement Date or on the date on
     which the Interested Stockholder became an Interested
     Stockholder (such latter date is referred to in this Article
     as the "Determination Date"), whichever is higher. 

          (B)  The aggregate amount of the cash and the Fair
     Market Value as of the date of the consummation of the
     Business Combination of consideration other than cash to be
     received per share by holders of shares of any other class
     of outstanding stock shall be at least equal to the highest
     of the following (it being intended that the requirements of
     this paragraph 2(B) shall be required to be met with respect
     to every class of outstanding stock, whether or not the
     Interested Stockholder has previously acquired any shares of 
     a particular class of stock): 

                  (i)  (if applicable) the highest per share
     price (including any brokerage commissions, transfer taxes
     and soliciting dealers' fees) paid by the Interested
     Stockholder for any shares of such class of stock acquired
     by it (a) within the two-year period immediately prior to
     the Announcement Date or (b) in the transaction in which it  
     became an Interested Stockholder, whichever is higher; 

                 (ii) (if applicable) the highest preferential
     amount per share to which the holders of shares of such
     class of stock are entitled in the event of any voluntary 
     liquidation, dissolution or winding up of the Corporation;
     and 

                (iii)  the Fair Market Value per share of such
     class of stock on the Announcement Date or on the
     Determination Date, whichever is higher. 

           (C)  The consideration to be received by holders of a
     particular class of outstanding stock (including Common
     Stock) shall be in cash or in the same form as the
     Interested Stockholder has previously paid for shares of
     such class of stock. If the Interested Stockholder has paid
     for shares of any class of stock with varying forms of 
     consideration, the form of consideration for such class of
     stock shall be either cash or the form used to acquire the
     largest number of shares of such class of stock previously
     acquired by it.  The price determined in accordance with
     paragraph 2(A) and 2(B) of this Section (b) shall be subject 
     to appropriate adjustment in the event of any stock
     dividend, stock split, combination of shares or similar
     event. 

           (D)  After such Interested Stockholder has become an
     Interested Stockholder and prior to the consummation of such
     Business Combination:  (i) except as approved by a majority
     of the Disinterested Directors, there shall have been no
     failure to declare and pay at the regular date therefor any
     full quarterly dividends (whether or not cumulative) on any
     outstanding stock having preference over the Common Stock as
     to dividends or upon liquidation; (ii) there shall have been 
     (a) no reduction in the annual rate of dividends paid on the
     Common Stock (except as necessary to reflect any subdivision
     of the Common Stock), except as approved by a majority of
     the Disinterested Directors, and (b) an increase in such
     annual rate of dividends as necessary to reflect any
     reclassification (including any reverse stock split),
     recapitalization, reorganization or any similar transaction
     which has the effect of reducing the number of outstanding
     shares of the Common Stock, unless the failure so to
     increase such annual rate is approved by a majority of the
     Disinterested Directors; and (iii) such Interested
     Stockholder shall have not become the beneficial owner of
     any additional shares of Common Stock except as part of the
     transaction which results in such Interested Stockholder
     becoming an Interested Stockholder. 

          (E)  After such Interested Stockholder has become an
     Interested Stockholder, such Interested Stockholder shall
     not have received the benefit, directly or indirectly
     (except proportionately as a stockholder), of any loans,
     advances, guarantees, pledges or other financial assistance  
     or any tax credits or other tax advantages provided by the
     Corporation or any Subsidiary whether in anticipation of or
     in connection with such Business Combination or otherwise. 

          (F)   A proxy or information statement describing the
     proposed Business Combination and complying with the
     requirements of the Securities Exchange Act of 1934, as
     amended, and the rules and regulations thereunder (or any
     subsequent provisions replacing such Act, rules or
     regulations) shall be mailed to public stockholders of the 
     Corporation at least 30 days prior to the consummation of
     such Business Combination (whether or not such proxy or
     information statement is required to be mailed pursuant to
     such Act or subsequent provisions). 

          (c)  Certain Definitions.  For the purpose of this
     Article: 

                    1.   A "person" shall mean any individual,
     firm, corporation or other entity. 

                    2.   "Interested Stockholder" shall mean any  
     person (other than the Corporation or any Subsidiary) who or
     which: 

                          (A)  is the beneficial owner, directly
     or indirectly, of 5% or more of the voting power of the
     outstanding Common Stock; or 

                          (B)  is an Affiliate of the Corporation
     and at any time within the two-year period immediately prior
     to the date in question was the beneficial owner, directly
     or indirectly, of 5% or more of the voting power of the then
     outstanding Common Stock; or 

                          (C)  is an assignee of or has otherwise 
     succeeded to any shares of Common Stock which were at any
     time within the two-year period immediately prior to the
     date in question beneficially owned by any Interested
     Stockholder, if such assignment or succession shall have
     occurred in the course of a transaction or series of
     transactions not involving a public offering within the
     meaning of the Securities Act of 1933, as amended. 

          3.   A person shall be a "beneficial owner" of any
     Common Stock:  

              (A)  which such person or any of its Affiliates or
     Associates (as hereinafter defined) beneficially owns
     directly or indirectly; or 

              (B)  which such person or any of its Affiliates or
     Associates has (i) the right to acquire (whether such right
     is exercisable immediately or only after the passage of
     time), pursuant to any agreement, arrangement or
     understanding or upon the exercise of conversion rights,
     exchange rights, warrants or options, or otherwise, or (ii)
     the right to vote pursuant to any agreement, arrangement or
     understanding; or 

              (C)  which are beneficially owned, directly or
     indirectly, by any other person with which such person or
     any of its Affiliates or Associates has any agreement,
     arrangement or understanding for the purpose of acquiring,
     holding, voting or disposing of any shares of Common Stock. 

          4.   For the purpose of determining whether a person is
     an Interested Stockholder pursuant to paragraph 2 of this
     Section (c), the number of shares of Common Stock deemed to
     be outstanding shall include shares deemed owned through
     application of paragraph 3 of this Section (c) but shall not
     include any other shares of Common Stock which may be
     issuable pursuant to any agreement, arrangement or
     understanding, or upon exercise of conversion rights,
     warrants or options, or otherwise. 

           5.   "Affiliate" or "Associate" shall have the
     respective meanings ascribed to such terms in Rule 12b-2 of
     the General Rules and Regulations under the Securities
     Exchange Act of 1934, as in effect on January 1, 1990. 

           6.   "Disinterested Director" means any member of the
     Board of Directors who is unaffiliated with the Interested
     Stockholder and was a member of the Board of Directors prior
     to the time that the Interested Stockholder became an
     Interested Stockholder, and any successor of a Disinterested
     Director who is unaffiliated with the Interested Stockholder
     and is recommended to succeed a Disinterested Director by a
     majority of Disinterested Directors then on the Board of
     Directors. 

           7.   "Equity Security" shall have the meaning ascribed
     to such term in Section 3(A)(11) of the Securities Exchange
     Act of 1934, as in effect on January 1, 1990. 

           8.   "Fair Market Value" means: (A) in the case of 
     stock, the highest closing sale price during the 30-day
     period immediately preceding the date in question of a 
     share of such stock on the Composite Tape for New York Stock
     Exchange-Listed Stocks, or, if such stock is not quoted on
     the Composite Tape, on the New York Stock Exchange, or, if
     such stock is not listed on such Exchange, on the principal
     United States securities exchange registered under the
     Securities Exchange Act of 1934, as amended, on which such
     stock is listed, or, if such stock is not listed on any such
     exchange, the highest closing bid quotation with respect to 

     a share of such stock during the 30-day period preceding the 
     date in question on the National Association of Securities
     Dealers, Inc. Automated Quotations System or any system then
     in use, or if no such quotations are available, the fair
     market value on the date in question of a share of such
     stock as determined by a majority of the Disinterested
     Directors in good faith; and (B) in the case of property
     other than cash or stock, the fair market value of such
     property on the date in question as determined by a majority
     of the Disinterested Directors in good faith. 

          9.   "Subsidiary" means any corporation of which a 
     majority of any class of Equity Security is owned, directly
     or indirectly, by the Corporation; provided, however, that
     for the purposes of the definition of Interested Stockholder
     set forth in paragraph 2 of this Section (c), the term
     "Subsidiary" shall mean only a corporation of which a
     majority of each class of Equity Security is owned, directly
     or indirectly, by the Corporation. 

          10.  In the event of any Business Combination in which
     the Corporation survives, the phrase "consideration other
     than cash to be received" as used in paragraphs 2(A) and (B)
     of section (b) of this Article EIGHTH shall include the
     shares of Common Stock and/or the shares of any other class
     of outstanding stock retained by the holders of such shares.

                (d)  Powers of the Board of Directors.  A
     majority of the Directors shall have the power and duty to
     determine for the purposes of this Article, on the basis of
     information known to them after reasonable inquiry, (1)
     whether a person is an Interested Stockholder, (2) the
     number of shares of Common Stock beneficially owned by any
     person, (3) whether a person is an Affiliate or Associate of
     another, (4) whether the assets which are the subject of any
     Business Combination have, or the consideration to be
     received for the issuance or transfer of securities by the
     Corporation or any Subsidiary in any Business Combination
     has, an aggregate Fair Market Value of $10,000,000 or more. 
     A majority of the Directors shall have the further power to
     interpret all of the terms and provisions of this Article. 

            (e)  No Effect on Fiduciary Obligations of Interested 
     Shareholders.  Nothing contained in this Article shall be
     construed to relieve any Interested Stockholder from any
     fiduciary obligation imposed by law. 

            ELEVENTH:  STOCKHOLDER VOTE ON EXTRAORDINARY MATTERS. 
     Any merger or consolidation of the Corporation with any
     other person, any sale, lease, exchange, mortgage, pledge,
     transfer or other disposition by the Corporation of its
     property or assets, and any dissolution or liquidation of
     the Corporation or revocation thereof that the General
     Corporation Law of the State of Delaware requires be
     approved by the holders of Common Stock must be approved by
     the affirmative vote of the holders of at least sixty-six
     and two-thirds percent (66 2/3%) of the votes entitled to be
     cast by the holders of Common Stock. 

            TWELFTH:  LIMITATION OF DIRECTOR LIABILITY. (a)  To
     the fullest extent permitted by the General Corporation Law
     of the State of Delaware, as the same exists or may
     hereafter be amended, a director of the Corporation shall
     not be liable to the Corporation or its stockholders for
     monetary damages for breach of fiduciary duty as a director.

             (b)  Any repeal or modification of the foregoing
     paragraph by the stockholders of the Corporation shall not
     adversely affect any right or protection of a director of
     the Corporation existing at the time of such repeal or
     modification. 

           THIRTEENTH:  INDEMNIFICATION OF DIRECTORS, OFFICERS
     AND EMPLOYEES.  Any person who was or is a party or is
     threatened to be a party to any threatened, pending or
     completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (including any
     action or suit by or in the right of the Corporation to
     procure a judgment in its favor) by reason of the fact that
     he is or was a director, officer, employee or agent of the
     Corporation, or is or was serving at the request of the
     Corporation as a director, officer, employee or agent of
     another Corporation, partnership, joint venture, trust or
     other enterprise, shall be indemnified by the corporation,
     if, as and to the extent authorized by the laws of the State
     of Delaware, against expenses (including the attorneys'
     fees), judgments, fines and amounts paid in settlement,
     actually and reasonably incurred by him, in connection with
     the defense or settlement of such action, suit,
     investigation or proceeding. The indemnification expressly
     provided by statute in a specific case shall not be deemed
     exclusive of any other rights to which any person
     indemnified may be entitled under any lawful agreement, vote
     of stockholders or disinterested directors or otherwise,
     both as to action in his official capacity and as to action
     in another capacity while holding such office, and shall
     continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of
     the heirs, executors and administrators of such a person. 

          FOURTEENTH:  AMENDMENTS.  From time to time any of the
     provisions of this Amended and Restated Certificate of 
     Incorporation may be amended, altered or repealed, and other 
     provisions authorized by the laws of the State of Delaware
     at the time in force may be added or inserted by the
     affirmative vote of the holders of at least a majority of
     the votes entitled to be cast by the holders of the
     outstanding stock of the Corporation entitled to vote
     thereon; provided, however, the affirmative vote of the
     holders of at least eighty percent (80%) of the votes 
     entitled to be cast by the holders of Common Stock shall be  
     required to alter, amend, repeal, or adopt any provision 
     inconsistent with Articles SIXTH, SEVENTH, NINTH, TENTH and  
     FOURTEENTH hereof. 

          The above Amended and Restated Certificate of
     Incorporation was adopted and approved by the Board of
     Directors of the Corporation on the 24th day of May, 1995
     and by the stockholders of the Corporation, in the manner
     and by the vote prescribed by Section 242 of the General
     Corporation Law of the State of Delaware, this 2nd day of
     August, 1995. 

                                    /s/  Charles D. Morgan, Jr. 
                                    ----------------------------- 
                                    Charles D. Morgan, Jr., 
                                    Chairman of the Board, CEO
                                    and President 
     ATTEST: 

     /s/ Catherine L. Hughes 
     ------------------------------ 
     Catherine L. Hughes, Secretary 

                                        ACKNOWLEDGMENT  

     STATE OF ARKANSAS        ) 
                              ) ss. 
     COUNTY OF FAULKNER       ) 

          BE IT  REMEMBERED that  on this  2nd  day of  August, 
     1995, personally came  before me,  a Notary  Public for  the
     State  and county aforesaid, Charles  D. Morgan, Jr.,  as
     Chairman, CEO  and President and Catherine L. Hughes, as
     Secretary, respectively, of Acxiom Corporation,  known  to 
     me personally  to  be  such,  and acknowledged  the  said 
     Amended  and  Restated  Certificate of Incorporation to be
     their act and deed and that the facts  stated therein are
     true and correct. 

           GIVEN under my  hand and  seal of office the day and 
     year aforesaid. 

                                        /s/ Sharon Tackett
                                       ----------------------- 
                                       Notary Public 

     My Commission Expires:  4/3/2000 
     Trans Union Corporation
     555 West Adams Street
     Chicago, IL  60661

          Re:    Data Center Management Agreement
                 between Trans Union Corporation ("Trans Union")
                 and Acxiom Corporation ("Acxiom") dated July 27, 
                1992

     Gentlemen:

          This letter is written in conjunction with the
     execution by Trans Union and Acxiom, concurrently with the
     execution of this letter, of a certain Agreement to Extend
     and Amend Data Center Management Agreement (the
     "Amendment").  In further consideration of the mutual
     promises, undertakings, relinquishments of rights, and other
     considerations contained in the Amendment, Acxiom and the
     undersigned shareholders of Acxiom hereby promise, agree,
     and confirm that our letter to you dated July 27, 1992 (a
     copy of which letter is attached hereto as Schedule A), in
     which we agreed to use our best efforts to cause the
     election to the Board of Directors of Acxiom one person
     specified by Trans Union, shall be amended so as to increase
     to two (2) persons, the number of persons specified by Trans
     Union whom Acxiom and the undersigned shareholders shall use
     their best efforts to elect to the Board of Directors of
     Acxiom.  Specifically, said letter is hereby deemed amended
     so that, as amended, it shall read as set forth in Schedule
     B hereto.

                                  Very truly yours,

                                  /s/ Charles D. Morgan, Jr.
                                  ------------------------------
                                  Charles D. Morgan, Jr.,
                                  individually and as direct
                                  owner of certain shares
                                  formerly held in the Voting
                                  Trust dated September 30, 1983

                                  /s/ Rodger S. Kline
                                  ------------------------------
                                  Rodger S. Kline

                                  /s/ James T. Womble
                                  ------------------------------
                                  James T. Womble

                                  ACXIOM CORPORATION

                                  By:  /s/ Charles D. Morgan, Jr.
                                  ------------------------------
                                  President
     Dated August 31, 1994
                                                EXECUTION COPY

                        STOCK PURCHASE AGREEMENT

          STOCK PURCHASE AGREEMENT (this "Agreement") dated as of
     October 26, 1994, between ACXIOM CORPORATION, a Delaware
     corporation (the "Issuer"), and MARMON INDUSTRIAL
     CORPORATION, a Delaware corporation (the "Purchaser"). 
     Capitalized terms which are used but not otherwise defined
     herein are defined in Section 5.1.

                                RECITALS

          WHEREAS, pursuant to that certain letter agreement
     dated August 31, 1994, between the Issuer and Trans Union,
     Trans Union has notified the Issuer of the decision by the
     Board of Directors of Trans Union approving the purchase of
     500,000 shares (the "Shares") of the Issuer's common stock,
     par value $0.10 per share (the "Common Stock");

          WHEREAS, Purchaser is the owner of all of the
     outstanding capital stock of Trans Union and, for internal
     reporting and structuring purposes, Trans Union has
     designated Purchaser to purchase the Shares; and

          WHEREAS, the Issuer and the Purchaser desire to effect
     the purchase and sale of the Shares upon the terms and
     conditions hereinafter set forth.

          NOW, THEREFORE, the parties agree as follows:

                                 ARTICLE I

                        ISSUANCE OF THE COMMON STOCK

          1.1  Sale of the Common Stock.  Subject to the terms
     and conditions set forth herein, on November 30, 1994 or
     such earlier date as all of the conditions set forth in
     Section 1.2 hereof are satisfied (the "Closing Date") (or
     such other date as is established pursuant to Section 1.3),
     the Issuer will sell to the Purchaser and the Purchaser will
     purchase from the Issuer the Shares for a purchase price of
     $23.92 per share or an aggregate of $11,960,000.00 (the
     "Purchase Price"). Pursuant to such purchase and sale, on
     the Closing Date the Purchaser will pay, by wire transfer of
     immediately available funds to an account designated in
     writing by the Issuer, the aggregate of the Purchase Price
     for all of the Shares and the Issuer will deliver to the
     Purchaser certificates for the Shares duly registered in the
     name of the Purchaser or its designee.

          1.2  Conditions to Closing.

                    (a)     The Purchaser's obligation to
     purchase the Shares and to pay the Purchase Price therefor
     pursuant to Section 1.1 shall be subject to satisfaction or
     waiver of each of the following conditions precedent:

                         (i)     the Issuer shall have taken all  
            actions necessary to authorize and issue the Shares;

                         (ii)    the Purchaser shall have
     received or be satisfied that the Issuer will receive all
     consents and approvals from and made all filings with any 
     Governmental Authority or other third parties necessary to
     be obtained, made or filed by the Issuer in connection with
     the consummation of the transactions contemplated by this
     Agreement and all waiting periods applicable under the HSR
     Act to the transactions contemplated hereby shall have
     expired or been terminated;

                         (iii)   the representations and
     warranties of the Issuer set forth in Article II hereof
     shall be true and correct in all respects on and as of the
     Closing Date as if such representations and warranties were
     made on such date and the Issuer shall have delivered to the 
     Purchaser an Officer's Certificate, dated as of the Closing
     Date and in form and substance reasonably satisfactory to
     the Purchaser to the foregoing effect, together with such
     other evidence as to the accuracy of such Officer's
     Certificate as the Purchaser may reasonably request;

                         (iv)    the Issuer shall have performed
     all covenants and obligations and satisfied all conditions
     on its part to be performed or satisfied pursuant to this
     Agreement; and

                         (v)     there shall not have occurred
     any Material Adverse Change with respect to the Shares or
     the Issuer and its Material Subsidiaries taken as a whole.

                    (b)  The Issuer's obligation to issue and
     sell the Shares to the Purchaser pursuant to Section 1.1
     shall be subject to satisfaction or waiver of each of the
     following conditions precedent:

                         (i)     the Issuer shall have received
     or be satisfied that the Purchaser will receive all consents 
     and approvals from and made all filings with any
     Governmental Authority or other third parties necessary to
     be obtained, made or filed by the Purchaser in connection
     with the consummation of the transactions contemplated by
     this Agreement and all waiting periods applicable under the
     HSR Act to the transactions contemplated hereby shall have
     expired or been terminated;

                         (ii)    the representations and
     warranties of the Purchaser set forth in Article III hereof
     shall be true and correct in all respects on and as of the
     Closing Date as if such representations and warranties were
     made on such date and the Purchaser shall have delivered to  
     the Issuer an Officer's Certificate, dated as of the Closing
     Date and in form and substance reasonably satisfactory to

     the Issuer to the foregoing effect, together with such other
     evidence as to the accuracy of such Officer's Certificate as
     the Issuer may reasonably request; and

                         (iii)   the Purchaser shall have
     performed all covenants and obligations and satisfied all    
     conditions on its part to be performed or satisfied pursuant
     to this Agreement.

          1.3 Timing of Closing.

                    (a)     Either of the Issuer or the Purchaser
     shall have the right to terminate this Agreement, effective
     immediately prior to the Closing Date, by written notice
     delivered to the other party prior to such time that
     indicates such notifying party's belief (with reasonably
     detailed substantiation of the basis therefor) that one or
     more identified conditions to such party's obligations to
     consummate the transactions contemplated herein shall not
     have been satisfied by the time of the Closing Date. If such
     a notice is so delivered, such termination will occur as
     indicated above and in accordance with Section 6.10 hereof,
     unless the unsatisfied conditions identified relate solely
     to the failure to obtain on or prior to such Closing Date
     any approval or clearance of a Governmental Authority
     contemplated by Sections 1.2(a)(ii) or 1.2(b)(i) necessary
     for consummation of the transactions contemplated herein.

                    (b)     If this Agreement is not terminated
     pursuant to Section 1.3(a), then (i) each of the Issuer and
     the Purchaser shall be irrevocably obligated, subject to
     Section 6.10, to consummate the purchase and sale of Shares
     as soon as practicable after the last such Governmental
     Authority approval or clearance contemplated by the Sections
     referenced above has been obtained, and there shall be no
     further or other conditions to either party's obligations to
     consummate such transactions and (ii) the party who is
     responsible for obtaining such Governmental Authority
     approval(s) or clearance(s) that have not been obtained by
     the Closing Date shall use its best efforts in good faith to
     obtain the same as promptly as is practicable, and shall
     notify the other party as soon as the same is or are
     obtained.

                                ARTICLE II

               REPRESENTATIONS AND WARRANTIES OF THE ISSUER

          In order to induce the Purchaser to purchase the Shares
     hereunder, the Issuer represents and warrants to the
     Purchaser that the following representations and warranties
     are true and correct in all respects as of the date hereof,
     and will be so, as of the Closing Date and that, except as
     set forth herein:

          2.1  Corporate Status.

                    (a)  The Issuer is duly incorporated and
     validly existing as a corporation in good standing under the
     laws of the State of Delaware.

                    (b)  The Issuer and each of its Material
     Subsidiaries has the corporate power and authority to own,
     lease and operate its properties and to conduct its business
     as currently owned, leased, operated and conducted, except
     in any instance where the failure to have such power and
     authority does not have a Material Adverse Effect on the
     Issuer and its Subsidiaries taken as a whole.

                    (c)  The Issuer, and each of its Material
     Subsidiaries, is qualified to do business in all
     jurisdictions where its ownership, lease or operation of
     property or the conduct of its business requires such
     qualification, except where the failure to so qualify would
     not have a Material Adverse Effect on the Issuer and its
     Subsidiaries taken as a whole.

                    (d)  The Issuer has corporate power and
     authority to enter into and perform its obligations under
     this Agreement.

          2.2  Authorization/Enforceability.   This Agreement has
     been duly authorized, executed and delivered by the Issuer
     and constitutes a valid and legally binding obligation of
     the Issuer, enforceable in accordance with its terms,
     subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general
     applicability relating to or affecting creditors' rights and
     to general equity principles.

          2.3  Non-Contravention.   The issuance and sale of the
     Shares by the Issuer and the compliance by the Issuer with
     all of the provisions of this Agreement and the consummation
     of the transactions herein contemplated will not conflict
     with or result in a breach or violation of any of the terms
     or provisions of, or constitute a default under, or result
     in the creation or imposition of any Lien upon any share of
     the Common Stock, properties or assets of the Issuer
     pursuant to the terms of, any indenture, mortgage, deed of
     trust, loan agreement or other agreement or instrument to
     which the Issuer or any of its Subsidiaries is a party or by
     which the Issuer or any of its Subsidiaries is bound or to
     which any share of the Common Stock, properties or assets of
     the Issuer or any of its Subsidiaries is subject, nor will
     such action result in any violation of the provisions of the
     Restated Certificate of Incorporation or the Amended and
     Restated Bylaws, in each case as amended to date, of the
     Issuer or any statute or any order, rule or regulation of
     any Governmental Authority having jurisdiction over the
     Issuer or any of its Subsidiaries or any of their properties
     or assets.

          2.4  Consents/Approvals.   Except for filings and
     approvals required by the HSR Act and except for compliance
     with the securities laws of the States set forth on Part A
     of Schedule 1 attached hereto, no consent, approval,
     authorization, order, registration or qualification of or
     with any Governmental Authority is required for the issuance
     and sale of the Shares or the consummation by the Issuer of
     the transactions contemplated by this Agreement.

          2.5  Capitalization.   As of September 30, 1994, the
     authorized and outstanding shares of the capital stock of
     the Issuer was as shown on Part B of Schedule 1 attached
     hereto. All outstanding shares of the Common Stock have been
     duly authorized and validly issued and are fully paid.
     Except as set forth on Part B of Schedule 1 attached hereto,
     there are as of the date hereof, and there will be as of the
     Closing Date, no outstanding (i) shares of the Common Stock
     or other voting securities of the Issuer, (ii) securities of
     the Issuer convertible into or exchangeable for shares of
     the Common Stock or other voting securities of the Issuer or
     (iii) options or other rights to acquire from the Issuer, or
     obligation of the Issuer to issue, shares of the Common
     Stock, voting securities or securities convertible into or
     exchangeable for shares of the Common Stock or other voting
     securities of the Issuer (the securities and the rights to
     acquire securities described in clauses (i), (ii) and (iii)
     being referred to collectively as the "Issuer Securities").
     There are as of the date hereof, and there will be as of the
     Closing Date, no outstanding obligations of the Issuer or
     any of its Subsidiaries to issue or deliver or to
     repurchase, redeem or otherwise acquire any Issuer
     Securities other than those listed on Part B of Schedule 1
     attached hereto. Neither the issuance and sale of the Shares
     nor the consummation of the transactions contemplated by
     this Agreement grant any Person the right to acquire from
     the Issuer any Issuer Securities (other than the Shares).

          2.6  No Material Adverse Change.

                    (a)  Since June 30, 1994, there has not been
     any Material Adverse Change with respect to the Issuer and
     its Subsidiaries taken as a whole.

                    (b)  Since June 30, 1994, each of the Issuer
     and its Subsidiaries has conducted its respective business,
     operations and activities only in the ordinary course
     consistent with past practice.

          2.7  Share Authorization.   The Shares have been duly
     authorized and, when issued and delivered against payment
     therefor as provided herein, will be duly and validly issued
     and fully paid and nonassessable. Good and valid title to
     the Shares, free and clear of all Liens, will be transferred
     by the Issuer to the Purchaser.

          2.8  Issuer SEC Reports and Financial Statements.

                    (a)  The Issuer has delivered to the
     Purchaser true and complete copies of its Annual Report on
     Form 10-K for the fiscal year ended March 31, 1994, Current
     Report on Form 8-K dated May 20, 1994, Proxy Statement dated
     June 15, 1994 for the Annual Meeting of Shareholders to be
     held July 27, 1994, Annual Report to Shareholders For Fiscal
     Year 1994 and Quarterly Report on Form 10-Q for the fiscal
     quarter ended June 30, 1994, each in the form (including
     exhibits and any amendments thereto) required to be filed
     with the SEC (collectively, the "Issuer SEC Reports"). As of
     their respective dates, each of the Issuer SEC Reports (i)
     complied in all material respects with all applicable
     requirements of the Securities Act and the Exchange Act, and
     the rules and regulations promulgated thereunder,
     respectively, and (ii) did not contain any untrue statement
     of a material fact or omit to state a material fact required
     to be stated therein or necessary in order to make the
     statements therein, in light of the circumstances under
     which they were made, not misleading.

                    (b)  Each of the audited consolidated
     financial statements and unaudited consolidated interim
     financial statements of the Issuer (including any related
     notes and schedules thereto) included (or incorporated by
     reference) in its Annual Report on Form 10-K for the fiscal
     year ended March 31, 1994 or Quarterly Report on Form 10-Q
     for the fiscal quarter ended June 30, 1994, is materially
     accurate and complete and fairly presents, in conformity
     with GAAP applied on a consistent basis (except as may be
     noted therein), the consolidated financial position of the
     Issuer and its Subsidiaries as of its date and the
     consolidated results of operations and changes in financial
     position for the period then ended (subject, where
     applicable, to normal year-end audit adjustments none of
     which, alone or in the aggregate, would have a Material
     Adverse Effect on the Issuer and its Subsidiaries taken as a
     whole).

                    (c)  Except as and to the extent set forth
     (or incorporated by reference) in the Issuer's Annual Report
     on Form 10-K for the fiscal year ended March 31, 1994 and
     its Quarterly Report on Form 10-Q for the interim period
     ended June 30, 1994, neither the Issuer nor any of its
     Subsidiaries has any liability or obligation of any nature
     whatsoever (whether due or to become due, accrued, fixed,
     contingent, liquidated, unliquidated or otherwise) that
     would be required by GAAP to be reflected on, or reserved
     against in, a consolidated balance sheet (or in the
     applicable notes thereto) of the Issuer or any of its
     Subsidiaries prepared in accordance with GAAP consistently
     applied, other than liabilities or obligations which arose
     in the ordinary course of business and consistent with past
     practices since such date and which do not or would not
     individually or in the aggregate have a Material Adverse

     Effect. Since June 30, 1994, neither the Issuer nor any of
     its Subsidiaries has incurred any material liability not
     incurred in the ordinary course of business, whether
     absolute or accrued, and, since June 30, 1994, neither the
     Issuer nor any of its Subsidiaries has, to the Issuer's
     knowledge, incurred any material contingent liability not
     incurred in the ordinary course of business.
          2.9  No Finder.   Neither the Issuer nor any party
     acting on its behalf has paid or become obligated to pay any
     fee or commission to any broker, finder or intermediary for
     or on account of the transactions contemplated by this
     Agreement.

                                ARTICLE III

              REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          In order to induce the Issuer to issue and sell the
     Shares hereunder, the Purchaser represents and warrants to
     the Issuer that the following representations and warranties
     are true and correct in all respects as of the date hereof,
     and will be so, as of the Closing Date and that, except as
     set forth herein:

          3.1  Investment Intent.   The Purchaser qualifies as an
     "accredited investor" (as defined in Rule 501(a) of
     Regulation D under the Securities Act) and is acquiring the
     Shares hereunder for its own account and with no intention
     of distributing or selling the Shares. The Purchaser agrees
     that it will not sell or otherwise dispose of any of the
     Shares unless such sale or other disposition has been
     registered or is exempt from registration under the
     Securities Act and has been registered or qualified or is
     exempt from registration or qualification under applicable
     securities laws of any State. The Purchaser understands that
     the Shares being acquired by it hereunder have not been (and
     are not being) registered under the Securities Act by reason
     of their contemplated issuance in transaction(s) exempt from
     the registration and prospectus delivery requirements of the
     Securities Act pursuant to Section 4(2) thereof, and that
     the reliance of the Issuer on such exemption from
     registration is predicated in part on the representations
     and warranties of the Purchaser hereunder. A restrictive
     legend consistent with the foregoing has been or will be
     placed on the certificates for the Shares, and related stop
     transfer instructions will be noted in the transfer records
     of the Issuer and/or its transfer agent for the Shares.

          3.2  Corporate Status.

                    (a)  The Purchaser is duly incorporated and
     validly existing as a corporation in good standing under the
     laws of the State of Delaware. Purchaser is the owner of all
     of the outstanding capital stock of Trans Union.

                    (b)  The Purchaser has corporate power and
     authority to own, lease and operate its properties and to
     conduct its business as currently owned, leased, operated
     and conducted and to enter into and perform its obligations
     under this Agreement.

          3.3  Authorization/Enforceability.   This Agreement has
     been duly authorized, executed and delivered by the
     Purchaser and constitutes a valid and legally binding
     obligation of the Purchaser, enforceable in accordance with
     its terms, subject to bankruptcy, insolvency, fraudulent
     transfer, reorganization, moratorium and similar laws of
     general applicability relating to or affecting creditors'
     rights and to general equity principles.

          3.4  Non-Contravention.   The purchase of the Shares by
     the Purchaser and the compliance by the Purchaser with all
     of the provisions of this Agreement and the consummation of
     the transactions herein contemplated will not conflict with
     or result in a breach or violation of any of the terms or
     provisions of, or constitute a default under, or result in
     the creation or imposition of any Lien upon any of the
     properties or assets of the Purchaser pursuant to the terms
     of, any indenture, mortgage, deed of trust, loan agreement
     or other agreement or instrument to which the Purchaser or
     any of its Subsidiaries is a party or by which the Purchaser
     or any of its Subsidiaries is bound or to which any of the
     properties or assets of the Purchaser or any of its
     Subsidiaries is subject, nor will such action result in any
     violation of the provisions of the Certificate of
     Incorporation or Bylaws of the Purchaser or any statute or
     any order, rule or regulation of any Governmental Authority
     having jurisdiction over the Purchaser or any of its
     Subsidiaries or any of their properties.

          3.5  Consents/Approvals.   Except for filings and
     approvals required by the HSR Act, no consent, approval,
     authorization, order, registration or qualification of or
     with any Governmental Authority is required for the purchase
     of the Shares or the consummation by the Purchaser of the
     transactions contemplated by this Agreement.

          3.6  No Finder.   Neither the Purchaser nor any party
     acting on its behalf has paid or become obligated to pay any
     fee or commission to any broker, finder or intermediary for
     or on account of the transactions contemplated by this
     Agreement.

                                ARTICLE IV

                                COVENANTS

          4.1  Covenants of the Issuer.

                    (a)  The Issuer will (i) make on a prompt and
     timely basis all governmental or regulatory notifications,
     filings or submissions, including, without limitation, any
     notifications, filings or submissions required by the HSR
     Act or the securities laws of any State set forth on Part A
     of Schedule 1 attached hereto, as necessary for the
     consummation of the transactions contemplated hereby, (ii)
     use all reasonable efforts to cooperate with the Purchaser
     and its representatives in (A) determining which
     notifications, filings and submissions are required to be
     made prior to the Closing Date with, and which consents,
     approvals, permits or authorizations are required to be
     obtained prior to the Closing Date from, any Governmental
     Authority in connection with the execution, delivery and
     performance of this Agreement and the transactions
     contemplated hereby and (B) timely making of all such
     notifications, filings or submissions and timely seeking all
     such consents, approvals, permits or authorizations, and
     (iii) use all reasonable efforts to take, or cause to be
     taken, all other action and do, or cause to be done, all
     other things necessary or appropriate to consummate the
     transactions contemplated by this Agreement.

                    (b)  Except for the instruments and plans set
     forth on Part B of Schedule 1 attached hereto, during the
     period from the date of this Agreement to the Closing Date,
     inclusive, the Issuer will not enter into any agreement or
     legally binding commitment to give to any Person any right
     to invest in or acquire shares of the Common Stock or any
     security convertible into or exercisable for the Common
     Stock of the Issuer.

                    (c)  The Issuer acknowledges that upon
     exercise of the Warrant, the Purchaser may become an
     "Interested Stockholder" with respect to the Issuer for
     purposes of Section 203 of the DGCL. Accordingly, prior to
     the Closing Date (or as soon as possible thereafter if
     otherwise impractical), the Issuer shall use its best
     efforts to cause the Issuer's Board of Directors to approve
     of the Purchaser's exercise of the Warrant, and purchase of
     shares of the Common Stock pursuant thereto, for purposes of
     Section 203(a)(1) of the DGCL.

                    (d)  As soon as practical following the
     execution of this Agreement, the Issuer shall prepare and
     file with the NASD, and obtain the NASD's approval of, an
     amendment to the Issuer's NASDAQ National Market Listing
     Application reflecting the consummation of the transactions
     completed hereby, together with all documents, instruments
     and other materials which are or will be required to be
     filed or delivered under the Issuer's NASDAQ listing
     agreement and the NASD By-Laws.

          4.2  Covenants of the Purchaser.   The Purchaser will
     (a) make on a prompt and timely basis all governmental or
     regulatory notifications, filings or submissions, including,
     without limitation, any notifications, filings or
     submissions required by the HSR Act, as necessary for the
     consummation of the transactions contemplated hereby, (b)
     use all reasonable efforts to cooperate with the Issuer and
     its representatives in (i) determining which notifications,
     filings and submissions are required to be made prior to the
     Closing Date with, and which consents, approvals, permits or
     authorizations are required to be obtained prior to the
     Closing Date from, any Governmental Authority in connection
     with the execution, delivery and performance of this
     Agreement and the transactions contemplated hereby and (ii)
     timely making of all such notifications, filings or
     submissions and timely seeking all such consents, approvals,
     permits or authorizations, and (c) use all reasonable
     efforts to take, or cause to be taken, all other action and
     do, or cause to be done, all other things necessary or
     appropriate to consummate the transactions contemplated by
     this Agreement.

                                 ARTICLE V

                                DEFINITIONS

          5.1  Defined Terms.   As used herein the following
     terms shall have the following meanings:

          "Closing Date" has the meaning specified in Section 1.1
     hereof.

          "DGCL" means the General Corporation Law of the State
     of Delaware, as amended.

          "DCM Agreement" has the meaning specified in Section
     6.1

          "Exchange Act" means the Securities Exchange Act of
     1934, as amended.

          "GAAP" means generally accepted accounting principles
     in effect in the United States of America from time to time.

          "Governmental Authority" means any federal, state or
     other political subdivision, and any agency, court,
     department, entity or official exercising executive,
     legislative, judicial, regulatory or administrative
     functions of or pertaining to government.

          "HSR Act" means the Hart-Scott-Rodino Antitrust
     Improvements Act of 1976, as amended.

          "Issuer SEC Reports" has the meaning specified on
     Section 2.8 hereof.

          "Issuer Securities" has the meaning specified in
     Section 2.5 hereof.

          "Lien" means any mortgage or deed of trust, pledge,
     hypothecation, assignment, deposit arrangement, security
     interest, lien, charge, easement (other than any easement
     not materially impairing usefulness or marketability),
     encumbrance, preference, priority or other security
     agreement or preferential arrangement of any kind or nature
     whatsoever (including, without limitation, any conditional
     sale or other title retention agreement having substantially
     the same economic effect as any of the foregoing).

          "Material Adverse Change {or Effect)" means a change in
     (or effect on) the condition (financial or otherwise),
     results of operations, assets, earnings or business of a
     Person, which change or development, individually or in the
     aggregate, is materially adverse to such condition, results
     of operations, assets, earnings or business.

          "Material Subsidiaries" means those subsidiaries of the
     Issuer listed on Schedule 2 attached to this Agreement.

          "NASD" means the National Association of Securities
     Dealers, Inc.

          "NASDAQ" means the National Association of Securities
     Dealers, Inc.'s Automated Quotation System.

          "Officers' Certificate" shall mean a certificate
     executed on behalf of the Issuer or the Purchaser, as
     applicable, by its President and by one of its Vice
     Presidents, Treasurer, Secretary or Assistant Secretary.

          "Person" means any individual, partnership,
     corporation, trust, joint venture, unincorporated
     organization or Governmental Authority.

          "Purchase Price" has the meaning specified in Section
     1.1 hereof.

          "Register", "registered" and "registration" refer to a
     registration of shares of the Common Stock effected by
     preparing and filing a registration statement with the SEC
     in compliance with the Securities Act and the declaration or
     ordering of the effectiveness of such registration
     statement.

          "Registration Rights Agreement" has the meaning
     specified in Section 6.1 hereof.

          "SEC" shall mean the Securities and Exchange Commission
     or any other federal agency at the time administering the
     Securities Act or the Exchange Act.

          "Securities Act" means the Securities Act of 1933, as
     amended.

          "Shares" has the meaning specified in Section 1.1 hereof.

          "Subsidiary" means as to any Person, (i) a corporation
     of which more than 50% of the outstanding capital stock
     having full voting power is at the time directly or
     indirectly owned by such Person or by one or more other
     Subsidiaries of such Person or by such Person and one or
     more Subsidiaries thereof or (ii) any other Person (other
     than a corporation) in which such Person, or one or more
     other Subsidiaries of such Person or such Person and one or
     more other Subsidiaries thereof, directly or indirectly, has
     at least a majority ownership and power to direct the
     policies, management and affairs thereof.

          "Trans Union" shall mean Trans Union Corporation, a
     Delaware corporation.

          "Warrant" refers to the warrant described in Section
     6.1(b) hereof.

          5.2  Other Definitional Provisions.

                    (a)  All terms defined in this Agreement
     shall have the defined meanings when used in any
     certificate, report or other document made or delivered
     pursuant hereto or thereto, unless the context otherwise
     requires.

                    (b)  Terms defined in the singular shall have
     a comparable meaning when used in the plural, and vice
     versa.

                    (c)  All matters of an accounting nature in
     connection with this Agreement and the transactions
     contemplated hereby shall be determined in accordance with
     GAAP as are generally accepted as consistently applied by
     the Issuer at the date of such computation.

                    (d)  As used herein, the neuter gender shall
     also denote the masculine and feminine, and the masculine
     gender shall also denote the neuter and feminine, where the
     context so permits.

                    (e)  The words "hereof", "herein" and
     "hereunder", and words of similar import, when used in this
     Agreement shall this Agreement as a whole and not to any
     particular provision of this Agreement.

                               ARTICLE VI

                              MISCELLANEOUS

          6.1       Understandings relating to the DCM Agreement
     and the Registration Rights Agreement.

                    (a)  The Purchaser shall be entitled to the
     same registration and other rights with respect to the
     Shares as are granted to Trans Union pursuant to (i) Section
     5.1.3.3 ("Registration Rights"), Section 5.1.3.4 ("Demand
     Registration Rights") and Section 5.1.3.7.3 ("Dilution
     Effect") of that certain Data Center Management Agreement
     between Trans Union and the Issuer, dated as of July 27,
     1992, as amended by the amendment thereto dated August 31,
     1994 (as such agreement has heretofore been and may
     hereafter be amended, the "DCM Agreement") and (ii) that
     certain Registration Rights Agreement between Trans Union
     and the Issuer, dated as of July 27, 1992, as amended by the
     amendment thereto dated August 31, 1994 (as such agreement
     has heretofore been and may hereafter be amended, the
     "Registration Rights Agreement"); provided, however, that
     the Purchaser and Trans Union shall be entitled,
     collectively, to exercise their rights under Section 3.0 of
     the Registration Rights Agreement no more than an aggregate
     of twice and any such exercise shall be for all but not less
     than all of the Eligible Securities (as defined in Section
     1.0 of the Registration Rights Agreement) held by Trans
     Union, all but not less than all of the Eligible Securities
     held by the Purchaser or all but not less than all of the
     Eligible Securities held by both Trans Union and the
     Purchaser, as Trans Union and the Purchaser may, in their
     sole discretion, decide.

                    (b)  Capitalized terms used in each of the
     DCM Agreement and the Registration Rights Agreement shall
     have the meanings as set forth therein, respectively;
     provided, however, that all references to "Acxiom Stock" (as
     defined in Section 5.1.3.1.1(a) of the DCM Agreement) and
     all references to "Eligible Securities" in each of the DCM
     Agreement, the Registration Rights Agreement and Section
     6.1(a) hereof shall be deemed to refer to and include the
     Shares; provided, further, however, that the term "Acxiom
     Stock" shall not be deemed to refer to or include the Shares
     (i) for the purposes of the warrant to purchase shares of
     the Common Stock issued pursuant to Section 5.1.3.1(f) of
     the DCM Agreement (the "Warrant"), or (ii) for any other
     purpose, right or obligation contained in or pursuant to the
     DCM Agreement, except as may be necessary or appropriate in
     respect of the rights and obligations of each of the Issuer
     and the Purchaser pursuant to Section 6.1(a) hereof.

          6.2  Communications.   All communication hereunder
     shall be in writing (including telegraphic communication)
     and shall be sent by telegraph, facsimile or overnight
     courier or delivered in person to the Purchaser at 225 West
     Washington Street, Chicago, Illinois 60606, facsimile number
     (312) 845-5305, Attention: President (with a copy to Neal
     Gerber & Eisenberg at Two North LaSalle Street, Suite 2200,
     Chicago, Illinois 60602, facsimile number (312) 269-1747,
     Attention: Ross D. Emmerman, Esq.), and to the Issuer at 301
     Industrial Boulevard, Conway, Arkansas 72032, facsimile
     number (501) 371-0806, Attention: President (with a copy to

     Wright, Lindsey & Jennings at 200 West Capitol Avenue, Suite
     2200, Little Rock, Arkansas 72201, facsimile number (501)
     376-9442, Attention: N.M. Norton, Jr., Esq.), or to such
     other addresses or Persons as the Purchaser or the Issuer
     may designate by notice in writing. Notices shall be deemed
     to have been given when received.

          6.3  Non-Waiver of Remedies and Actions.   No course of
     dealing between the Issuer and the Purchaser with respect to
     any shares of the Common Stock, or any delay on the part of
     either such party in exercising any rights available to such
     party, shall operate as a waiver of any right of such party,
     except to the extent expressly waived in writing by such
     party.

          6.4  Headings.   The headings in this Agreement are for
     purposes of reference only and shall not be considered in
     construing this Agreement.

          6.5  Counterparts.   This Agreement may be executed in
     any number of counterparts, each of which when so executed
     and delivered shall constitute an original and all together
     shall constitute one agreement, with such counterparts being
     deliverable by facsimile with the original being transmitted
     by overnight courier.

          6.6  Successors and Assigns.   Except as otherwise
     specifically provided herein, this Agreement shall bind and
     inure to the benefit of the Issuer's and the Purchaser's
     respective successors and permitted assigns; provided,
     however, that neither the Issuer nor the Purchaser shall
     have any right to assign any of its rights hereunder or any
     interest herein without obtaining the written consent of the
     other to such assignment, and any purported assignment made
     without obtaining such written consent shall be null and
     void. Notwithstanding the foregoing, any Person who is a
     holder of any share(s) of the Common Stock shall have all
     rights and benefits afforded to such holder, in its capacity
     as such, pursuant and subject to the terms of the Restated
     Certificate of Incorporation and the Amended and Restated
     Bylaws of the Issuer, in each case as amended to date,
     receipt of copies of which is acknowledged by the Purchaser.

          6.7  Survival.   Notwithstanding any investigation made
     by either party, all covenants, agreements, representations
     and warranties made herein and in certificates delivered
     pursuant hereto shall survive the Closing Date and the
     delivery to the Purchaser of the Shares.

          6.8  Enforceability.   If any term or provision of this
     Agreement, or the application thereof to any Person or
     circumstance, shall, to any extent, be invalid or
     unenforceable, the remaining terms and provisions of this
     Agreement or application to other Persons and circumstances
     shall not be invalidated thereby, and each term and
     provision hereof shall be construed with all other remaining
     terms and provisions hereof to effect the intent of the
     parties hereto to the fullest extent permitted by law.

          6.9  Law Governing.   This Agreement shall be construed
     and enforced in accordance with and shall be governed by the
     laws of the State of Delaware, without giving effect to its
     conflict of laws provisions. 

          6.10  Termination.

                    (a)  Subject to the provisions of Section
     1.3(b) hereof, this Agreement shall terminate without any
     liability of the parties hereto if the purchase and sale of
     the Shares contemplated by Section 1.1 shall not have
     occurred by November 30, 1994; provided, however, that prior
     to any such termination the parties shall discuss in good
     faith extension of the term of this Agreement beyond such
     date with any such revisions to the terms hereof as may be
     appropriate under the circumstances.

                    (b)  In addition, in the event that on the
     Closing Date, any condition to the obligation of either
     party to consummate the transaction has not been satisfied
     and either of the parties shall have exercised its right to
     terminate this Agreement based thereon as provided in
     Section 1.3(a), then this Agreement shall be terminated as
     provided in Section 1.3(a), which termination shall be
     without liability to either party hereunder.

          6.11  Public Announcements.   The Issuer and the
     Purchaser each hereby agrees it will not issue any press
     release or otherwise make any public statement or respond to
     any press inquiry with respect to this Agreement, the
     transactions contemplated hereby or Agreements or
     transactions referred to herein without the prior approval
     of the other party except as may be required by applicable
     law.

          6.12  Expenses.   Except as otherwise provided herein,
     all costs and expenses incurred in connection with this
     Agreement and the transactions contemplated hereby shall be
     paid by the party incurring such expense.

          6.13  Amendments.   This Agreement may not be amended,
     waived or modified, in whole or in part, except by a writing
     signed on behalf of the parties hereto.

          6.14  Third Party Beneficiaries.   Nothing herein
     expressed or implied is intended or shall be construed to
     confer upon or give to any Person (other than the parties
     hereto) any rights or remedies under or by reason of this
     Agreement.

          6.15  Further Assurances.   From time to time after the
     date hereof, the parties will, at their expense, and without
     further consideration, execute and deliver such other
     documents and instruments and take such other actions as are
     reasonably requested to effect the purposes and intent of
     this Agreement.

          6.16  Integration.   This Agreement contains the entire
     understanding of the parties with respect to the subject
     matter hereof, and cancels and supersedes any and all prior
     agreements, understandings or arrangements, whether written
     or oral.

          IN WITNESS WHEREOF, the parties hereto have caused this
     Stock Purchase Agreement to be duly executed and delivered
     as of the day and year first above written.

                                    THE ISSUER:

                                    ACXIOM CORPORATION,
                                    a Delaware corporation
                                        
                                         /s/ Charles D. Morgan, Jr.
                                    By: --------------------------
                                    Charles D. Morgan, Jr.
                                    Chairman of the Board

                                    THE PURCHASER:

                                    MARMON INDUSTRIAL
                                    CORPORATION, a Delaware       
                                    corporation

                                    By: /s/ Robert C. Gluth
                                    -----------------------------
                                    Robert C. Gluth
                                    Vice President and Secretary

                                SCHEDULE 1

     A.   STATES REQUIRING STATE SECURITIES LAW FILINGS

          None.

     B.   CAPITALIZATION OF THE ISSUER

          As of September 30, 1994,

               Preferred stock, $1.00 par value, 1,000,000
               authorized, all unissued.

               Common stock $0.10 par value, 20,000,000
               authorized, 10,651,163 shares outstanding.

          Stock Option Plans:

               The Issuer has two stock option plans -- for its
               U.S. employees, a Key Employee Stock Option Plan
               for which 2.8 million shares of the Issuer's
               common stock have been reserved, and for its U.K.
               employees, a U.K. Share Option Scheme for which
               1.4 million shares of the Issuer's common stock
               have been reserved. Pursuant to these plans,
               options for 1,037,030 shares are currently
               outstanding, 219,249 of which are currently
               exercisable.

          Stock Purchase Plan:

               The Issuer maintains an employee stock purchase
               plan which provides for the purchase of shares of
               common stock by employees through payroll
               deductions which may not exceed 10% of employee
               compensation. The plan is registered with the
               Securities and Exchange Commission, but the number
               of shares registered for issuance is not fixed.
               The price of stock purchased under the plan is 85%
               of the market price as of the date the stock is
               purchased for the employee by the Trustees of the
               plan.

          Retirement Savings Plan:

               The Issuer has a retirement savings plan which
               covers substantially all domestic employees. The
               Issuer matches 50% of the employee's salary
               deferred contributions up to 6% annually and may
               contribute amounts to the plan from the Issuer's
               earnings at the discretion of the Board of
               Directors. Issuer contributions amounted to
               approximately $417,000, 383,000 and 308,000 in
               1994, 1993 and 1992, respectively. All Issuer
               contributions are made in the Issuer's common
               stock.

          Trans Union Corporation Warrant:

               In August 1992, Trans Union Corporation ("Trans
               Union") acquired a warrant (the "Warrant") in
               connection with the Issuer's purchase of certain
               assets pursuant to the DCM Agreement.  The
               Warrant, which expires on August 31, 2000,
               entitles Trans Union to acquire up to l,000,000
               additional shares of the Issuer's newly issued
               common stock ("Warrant Stock").  The exercise
               price of the Warrant Stock is $11.25 per share in
               years one through five of the agreement, $12.25 in
               year six, $13.25 in year seven and $14.25 in year
               eight.  The first 250,000 shares became
               exercisable as of the closing of the DCM Agreement
               and the remaining 750,000 shares became
               exercisable on August 31, 1994 when Trans Union
               notified the Issuer of Trans Union's intent to go
               forward with the second phase (7 1/2 years) of the
               DCM Agreement.  Trans Union is precluded from
               exercising the Warrant to the extent that the
               shares acquired thereunder would cause its
               percentage ownership of the Issuer's common stock
               acquired pursuant to the DCM Agreement to exceed
               10% of the Issuer's then issued and outstanding
               common stock.  Based on shares outstanding at
               September 30, 1994, and giving effect to the
               shares issued pursuant to this Agreement, Trans
               Union would currently be entitled to purchase
               approximately 705,684 additional shares of the
               Issuer's common stock.

                                SCHEDULE 2

                    MATERIAL SUBSIDIARIES OF THE ISSUER

                                                 Jurisdiction of 
     Name of Subsidiary                          Incorporation 
     ------------------                          ---------------

     Acxiom Chicago Data Center, Inc.               Arkansas

     Acxiom Children's Center, Inc.                 Arkansas

     Acxiom RM-Tools, Inc.                          Arkansas

     Acxiom Transportation Services, Inc.           Arkansas

     BSA, Inc.                                      New Jersey

     Modern Mailers, Inc.                           Delaware

     Acxiom U.K., Ltd.                              United        
                                                    Kingdom

     Marketlead Services, Ltd.                      United
        (Agency company of Acxiom, U.K., Ltd.)      Kingdom

     Southwark Computer Services, Ltd.              United 
        (Agency company of Acxiom, U.X., Ltd.)      Kingdom
                           October 16, 1995

     Acxiom Corporation
     Post Office Box 2000
     301 Industrial Boulevard
     Conway, Arkansas  72033-2000

     Ladies and Gentlemen:

          We refer to the Registration Statement on Form S-8 (the
     "Registration Statement") filed with the Securities and
     Exchange Commission on or about the date hereof by Acxiom
     Corporation (the "Company") for registration under the
     Securities Act of 1933, as amended (the "Act"), of 808,370
     shares of the Company's common stock, $.10 par value per
     share (the "Shares"), to be offered in connection with the
     Acxiom Corporation/DataQuick Incentive and Nonqualified
     Stock Option Plans (the "Plan").

          It is our opinion that all action necessary to register
     the Shares under the Act will have been taken when:

          a.  The Registration Statement shall have become
     effective in accordance with the applicable provisions of
     the Act; and

          b.  Appropriate action shall have been taken by the
     Board of Directors of the Company for the purpose of
     authorizing the registration of the Shares.

          It is our further opinion that the Shares will be, upon
     issuance against receipt of the purchase price therefore (as
     defined in the Plan), validly authorized, validly issued,
     fully paid and non-assessable.  This opinion does not pass
     upon the matter of compliance with "Blue Sky" laws or
     similar laws relating to the sale or distribution of the
     Shares.

          We are members of the Arkansas Bar and do not hold
     ourselves out as experts on the laws of any other State.

          We hereby consent to the use of this opinion as an
     exhibit to the Registration Statement, as it may be amended,
     and consent to such references to our firm as are made
     therein.

                                   Very truly yours,

                                    /s/ Friday, Eldredge & Clark
                                   
                                   FRIDAY, ELDREDGE & CLARK

JCR/bb
     The Board of Directors
     Acxiom Corporation

     We consent to incorporation by reference in the registration
     statement on Form S-8 of Acxiom Corporation of our report
     dated May 5, 1995, relating to the consolidated balance
     sheets of Acxiom Corporation and subsidiaries as of March
     31, 1995 and 1994, 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, 1995
     which is incorporated by reference in the March 31, 1995
     annual report on Form 10-K of Acxiom Corporation.  We also
     consent to incorporation by reference in the above-mentioned
     registration statement of our report dated May 5, 1995
     relating to the consolidated financial statement schedule,
     which report appears in the March 31, 1995 annual report on
     Form 10-K of Acxiom Corporation.

                                /s/ KPMG Peat Marwick LLP

                                KPMG Peat Marwick LLP

     Little Rock, Arkansas
     October 13, 1995
                           POWER OF ATTORNEY 

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
     director and officer of Acxiom Corporation, a Delaware
     corporation (the "Company"), does hereby constitute and
     appoint Catherine L. Hughes and/or Robert S. Bloom, and each
     of them, as the true and lawful attorneys-in-fact and agents
     of the undersigned, with full power of substitution and
     resubstitution for the undersigned and in the undersigned's
     name, place and stead, in the undersigned's capacity as a
     director and principal executive officer of the Company, to
     sign the Company's Registration Statement on Form S-8
     pertaining to the registration of up to 808,370 shares of
     the Company's Common Stock, $.10 par value per share, to be
     offered to certain employees pursuant to the Acxiom
     Corporation/DataQuick Incentive and Non-qualified Stock
     Option Plans and to sign any and all amendments thereto
     (including post-effective amendments), and to file the same,
     together with any exhibits and all other documents related
     thereto, with the Securities and Exchange Commission,
     granting to said attorneys-in-fact and agents, full power
     and authority to do and perform each and any act and thing
     requisite and necessary to be done in connection therewith,
     as fully to all intents and purposes as the undersigned
     might or could do in person, duly ratifying and confirming
     all that said attorneys-in-fact and agents may lawfully do
     or cause to be done by virtue of the power herein granted. 

          IN WITNESS WHEREOF, the undersigned has hereunto set
     his hand this date. 

     Signature: 

     /s/ Charles D. Morgan, Jr. 
     -------------------------- 
     Charles D. Morgan, Jr. 

                               ACKNOWLEDGMENT 

     STATE OF ARKANSAS   ) 
                         ) ss. 
     COUNTY OF FAULKNER  ) 

          I, the undersigned, a Notary Public in and for the 
     County and State aforesaid, do hereby certify that Charles 
     D. Morgan, Jr., personally known to me as a director and the 
     principal executive officer of Acxiom Corporation, a 
     Delaware corporation, subscribed to the foregoing 
     instrument, appeared before me this day in person and  
     acknowledged that he, being duly authorized, signed and 
     delivered the said instrument for the uses and purposes 
     therein set forth. 

           Given under my hand and notarial seal this 11th day 
     of October, 1995. 
                                   /s/ Sharon Tackett
                                  ------------------------- 
                                       Notary Public 
     My Commission Expires:  4/3/2000 

                           POWER OF ATTORNEY 

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
     director and officer of Acxiom Corporation, a Delaware
     corporation (the "Company"), does hereby constitute and
     appoint Catherine L. Hughes and/or Robert S. Bloom, and each
     of them, as the true and lawful attorneys-in-fact and agents
     of the undersigned, with full power of substitution and
     resubstitution for the undersigned and in the undersigned's
     name, place and stead, in the undersigned's capacity as a
     director and principal executive officer of the Company, to
     sign the Company's Registration Statement on Form S-8
     pertaining to the registration of up to 808,370 shares of
     the Company's Common Stock, $.10 par value per share, to be
     offered to certain employees pursuant to the Acxiom
     Corporation/DataQuick Incentive and Non-qualified Stock
     Option Plans and to sign any and all amendments thereto
     (including post-effective amendments), and to file the same,
     together with any exhibits and all other documents related
     thereto, with the Securities and Exchange Commission,
     granting to said attorneys-in-fact and agents, full power
     and authority to do and perform each and any act and thing
     requisite and necessary to be done in connection therewith,
     as fully to all intents and purposes as the undersigned
     might or could do in person, duly ratifying and confirming
     all that said attorneys-in-fact and agents may lawfully do
     or cause to be done by virtue of the power herein granted. 

          IN WITNESS WHEREOF, the undersigned has hereunto set
     his hand this date. 

     Signature: 

     /s/ Rodger S. Kline
     -------------------------- 
     Rodger S. Kline
                               ACKNOWLEDGMENT 

     STATE OF ARKANSAS   ) 
                         ) ss. 
     COUNTY OF FAULKNER  ) 

          I, the undersigned, a Notary Public in and for the 
     County and State aforesaid, do hereby certify that Rodger S.
     Kline, personally known to me as a director and the 
     principal executive officer of Acxiom Corporation, a 
     Delaware corporation, subscribed to the foregoing 
     instrument, appeared before me this day in person and  
     acknowledged that he, being duly authorized, signed and 
     delivered the said instrument for the uses and purposes 
     therein set forth. 

           Given under my hand and notarial seal this 11th day 
     of October, 1995. 
                                      /s/ Sharon Tackett
                                     ------------------------- 
                                     Notary Public 
     My Commission Expires:  4/3/2000 

                           POWER OF ATTORNEY 

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
     director and officer of Acxiom Corporation, a Delaware
     corporation (the "Company"), does hereby constitute and
     appoint Catherine L. Hughes and/or Robert S. Bloom, and each
     of them, as the true and lawful attorneys-in-fact and agents
     of the undersigned, with full power of substitution and
     resubstitution for the undersigned and in the undersigned's
     name, place and stead, in the undersigned's capacity as a
     director and principal executive officer of the Company, to
     sign the Company's Registration Statement on Form S-8
     pertaining to the registration of up to 808,370 shares of
     the Company's Common Stock, $.10 par value per share, to be
     offered to certain employees pursuant to the Acxiom
     Corporation/DataQuick Incentive and Non-qualified Stock
     Option Plans and to sign any and all amendments thereto
     (including post-effective amendments), and to file the same,
     together with any exhibits and all other documents related
     thereto, with the Securities and Exchange Commission,
     granting to said attorneys-in-fact and agents, full power
     and authority to do and perform each and any act and thing
     requisite and necessary to be done in connection therewith,
     as fully to all intents and purposes as the undersigned
     might or could do in person, duly ratifying and confirming
     all that said attorneys-in-fact and agents may lawfully do
     or cause to be done by virtue of the power herein granted. 

          IN WITNESS WHEREOF, the undersigned has hereunto set
     his hand this date. 

     Signature: 

     /s/ James T. Womble
     -------------------------- 
     James T. Womble
                               ACKNOWLEDGMENT 

     STATE OF ARKANSAS   ) 
                         ) ss. 
     COUNTY OF FAULKNER  ) 

          I, the undersigned, a Notary Public in and for the 
     County and State aforesaid, do hereby certify that James T.
     Womble, personally known to me as a director and the 
     principal executive officer of Acxiom Corporation, a 
     Delaware corporation, subscribed to the foregoing 
     instrument, appeared before me this day in person and  
     acknowledged that he, being duly authorized, signed and 
     delivered the said instrument for the uses and purposes 
     therein set forth. 

           Given under my hand and notarial seal this 11th day 
     of October, 1995. 
                                      /s/ Sharon Tackett
                                     ------------------------- 
                                     Notary Public 
     My Commission Expires:  4/3/2000

                           POWER OF ATTORNEY 

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
     director and officer of Acxiom Corporation, a Delaware
     corporation (the "Company"), does hereby constitute and
     appoint Catherine L. Hughes and/or Robert S. Bloom, and each
     of them, as the true and lawful attorneys-in-fact and agents
     of the undersigned, with full power of substitution and
     resubstitution for the undersigned and in the undersigned's
     name, place and stead, in the undersigned's capacity as a
     director and principal executive officer of the Company, to
     sign the Company's Registration Statement on Form S-8
     pertaining to the registration of up to 808,370 shares of
     the Company's Common Stock, $.10 par value per share, to be
     offered to certain employees pursuant to the Acxiom
     Corporation/DataQuick Incentive and Non-qualified Stock
     Option Plans and to sign any and all amendments thereto
     (including post-effective amendments), and to file the same,
     together with any exhibits and all other documents related
     thereto, with the Securities and Exchange Commission,
     granting to said attorneys-in-fact and agents, full power
     and authority to do and perform each and any act and thing
     requisite and necessary to be done in connection therewith,
     as fully to all intents and purposes as the undersigned
     might or could do in person, duly ratifying and confirming
     all that said attorneys-in-fact and agents may lawfully do
     or cause to be done by virtue of the power herein granted. 

          IN WITNESS WHEREOF, the undersigned has hereunto set
     his hand this date. 

     Signature: 

     /s/ Walter V. Smiley
     -------------------------- 
     Walter V. Smiley

                               ACKNOWLEDGMENT 

     STATE OF ARKANSAS   ) 
                         ) ss. 
     COUNTY OF FAULKNER  ) 

          I, the undersigned, a Notary Public in and for the 
     County and State aforesaid, do hereby certify that Walter V.
     Smiley, personally known to me as a director and the 
     principal executive officer of Acxiom Corporation, a 
     Delaware corporation, subscribed to the foregoing 
     instrument, appeared before me this day in person and  
     acknowledged that he, being duly authorized, signed and 
     delivered the said instrument for the uses and purposes 
     therein set forth. 

           Given under my hand and notarial seal this 12th day 
     of October, 1995. 
                                     /s/ Sharon Tackett
                                    ------------------------- 
                                     Notary Public 
     My Commission Expires:  4/3/2000 

                           POWER OF ATTORNEY 

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
     director and officer of Acxiom Corporation, a Delaware
     corporation (the "Company"), does hereby constitute and
     appoint Catherine L. Hughes and/or Robert S. Bloom, and each
     of them, as the true and lawful attorneys-in-fact and agents
     of the undersigned, with full power of substitution and
     resubstitution for the undersigned and in the undersigned's
     name, place and stead, in the undersigned's capacity as a
     director and principal executive officer of the Company, to
     sign the Company's Registration Statement on Form S-8
     pertaining to the registration of up to 808,370 shares of
     the Company's Common Stock, $.10 par value per share, to be
     offered to certain employees pursuant to the Acxiom
     Corporation/DataQuick Incentive and Non-qualified Stock
     Option Plans and to sign any and all amendments thereto
     (including post-effective amendments), and to file the same,
     together with any exhibits and all other documents related
     thereto, with the Securities and Exchange Commission,
     granting to said attorneys-in-fact and agents, full power
     and authority to do and perform each and any act and thing
     requisite and necessary to be done in connection therewith,
     as fully to all intents and purposes as the undersigned
     might or could do in person, duly ratifying and confirming
     all that said attorneys-in-fact and agents may lawfully do
     or cause to be done by virtue of the power herein granted. 

          IN WITNESS WHEREOF, the undersigned has hereunto set
     his hand this date. 

     Signature: 

     /s/ William T. Dillard II
     -------------------------- 
     William T. Dillard II
                               ACKNOWLEDGMENT 

     STATE OF ARKANSAS   ) 
                         ) ss. 
     COUNTY OF FAULKNER  ) 

          I, the undersigned, a Notary Public in and for the 
     County and State aforesaid, do hereby certify that William
     T. Dillard II, personally known to me as a director and the 
     principal executive officer of Acxiom Corporation, a 
     Delaware corporation, subscribed to the foregoing 
     instrument, appeared before me this day in person and  
     acknowledged that he, being duly authorized, signed and 
     delivered the said instrument for the uses and purposes 
     therein set forth. 

           Given under my hand and notarial seal this 16th day 
     of October, 1995. 
                                     /s/ Sharon Tackett
                                     ------------------------- 
                                     Notary Public 
     My Commission Expires:  4/3/2000 

                            POWER OF ATTORNEY 

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
     director and officer of Acxiom Corporation, a Delaware
     corporation (the "Company"), does hereby constitute and
     appoint Catherine L. Hughes and/or Robert S. Bloom, and each
     of them, as the true and lawful attorneys-in-fact and agents
     of the undersigned, with full power of substitution and
     resubstitution for the undersigned and in the undersigned's
     name, place and stead, in the undersigned's capacity as a
     director and principal executive officer of the Company, to
     sign the Company's Registration Statement on Form S-8
     pertaining to the registration of up to 808,370 shares of
     the Company's Common Stock, $.10 par value per share, to be
     offered to certain employees pursuant to the Acxiom
     Corporation/DataQuick Incentive and Non-qualified Stock
     Option Plans and to sign any and all amendments thereto
     (including post-effective amendments), and to file the same,
     together with any exhibits and all other documents related
     thereto, with the Securities and Exchange Commission,
     granting to said attorneys-in-fact and agents, full power
     and authority to do and perform each and any act and thing
     requisite and necessary to be done in connection therewith,
     as fully to all intents and purposes as the undersigned
     might or could do in person, duly ratifying and confirming
     all that said attorneys-in-fact and agents may lawfully do
     or cause to be done by virtue of the power herein granted. 

          IN WITNESS WHEREOF, the undersigned has hereunto set
     his hand this date. 

     Signature: 

     /s/ Dr. Ann H. Die
     -------------------------- 
     Dr. Ann H. Die
                               ACKNOWLEDGMENT 

     STATE OF ARKANSAS   ) 
                         ) ss. 
     COUNTY OF FAULKNER  ) 

          I, the undersigned, a Notary Public in and for the 
     County and State aforesaid, do hereby certify that Dr. Ann
     H. Die, personally known to me as a director and the 
     principal executive officer of Acxiom Corporation, a 
     Delaware corporation, subscribed to the foregoing 
     instrument, appeared before me this day in person and  
     acknowledged that she, being duly authorized, signed and 
     delivered the said instrument for the uses and purposes 
     therein set forth. 

           Given under my hand and notarial seal this 12th day 
     of October, 1995. 
                                      /s/ Janina Jo Heird
                                     ------------------------- 
                                     Notary Public 
     My Commission Expires:  8/8/2000 

                           POWER OF ATTORNEY 

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
     director and officer of Acxiom Corporation, a Delaware
     corporation (the "Company"), does hereby constitute and
     appoint Catherine L. Hughes and/or Robert S. Bloom, and each
     of them, as the true and lawful attorneys-in-fact and agents
     of the undersigned, with full power of substitution and
     resubstitution for the undersigned and in the undersigned's
     name, place and stead, in the undersigned's capacity as a
     director and principal executive officer of the Company, to
     sign the Company's Registration Statement on Form S-8
     pertaining to the registration of up to 808,370 shares of
     the Company's Common Stock, $.10 par value per share, to be
     offered to certain employees pursuant to the Acxiom
     Corporation/DataQuick Incentive and Non-qualified Stock
     Option Plans and to sign any and all amendments thereto
     (including post-effective amendments), and to file the same,
     together with any exhibits and all other documents related
     thereto, with the Securities and Exchange Commission,
     granting to said attorneys-in-fact and agents, full power
     and authority to do and perform each and any act and thing
     requisite and necessary to be done in connection therewith,
     as fully to all intents and purposes as the undersigned
     might or could do in person, duly ratifying and confirming
     all that said attorneys-in-fact and agents may lawfully do
     or cause to be done by virtue of the power herein granted. 

          IN WITNESS WHEREOF, the undersigned has hereunto set
     his hand this date. 

     Signature: 

     /s/ Robert A. Pritzker
     -------------------------- 
     Robert A. Pritzker
                               ACKNOWLEDGMENT 

     STATE OF ILLINOIS   ) 
                         ) ss. 
     COUNTY OF COOK      ) 

          I, the undersigned, a Notary Public in and for the 
     County and State aforesaid, do hereby certify that Robert A.
     Pritzker, personally known to me as a director and the 
     principal executive officer of Acxiom Corporation, a 
     Delaware corporation, subscribed to the foregoing 
     instrument, appeared before me this day in person and  
     acknowledged that he, being duly authorized, signed and 
     delivered the said instrument for the uses and purposes 
     therein set forth. 

           Given under my hand and notarial seal this 13th day 
     of October, 1995. 
                                      /s/ Carol D'Ascenzo
                                     ------------------------- 
                                     Notary Public 
     My Commission Expires:  12/1/96 

                           POWER OF ATTORNEY 

          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
     director and officer of Acxiom Corporation, a Delaware
     corporation (the "Company"), does hereby constitute and
     appoint Catherine L. Hughes and/or Robert S. Bloom, and each
     of them, as the true and lawful attorneys-in-fact and agents
     of the undersigned, with full power of substitution and
     resubstitution for the undersigned and in the undersigned's
     name, place and stead, in the undersigned's capacity as a
     director and principal executive officer of the Company, to
     sign the Company's Registration Statement on Form S-8
     pertaining to the registration of up to 808,370 shares of
     the Company's Common Stock, $.10 par value per share, to be
     offered to certain employees pursuant to the Acxiom
     Corporation/DataQuick Incentive and Non-qualified Stock
     Option Plans and to sign any and all amendments thereto
     (including post-effective amendments), and to file the same,
     together with any exhibits and all other documents related
     thereto, with the Securities and Exchange Commission,
     granting to said attorneys-in-fact and agents, full power
     and authority to do and perform each and any act and thing
     requisite and necessary to be done in connection therewith,
     as fully to all intents and purposes as the undersigned
     might or could do in person, duly ratifying and confirming
     all that said attorneys-in-fact and agents may lawfully do
     or cause to be done by virtue of the power herein granted. 

          IN WITNESS WHEREOF, the undersigned has hereunto set
     his hand this date. 

     Signature: 

     /s/ Robert S. Bloom
     -------------------------- 
     Robert S. Bloom
                               ACKNOWLEDGMENT 

     STATE OF ARKANSAS   ) 
                         ) ss. 
     COUNTY OF FAULKNER  ) 

          I, the undersigned, a Notary Public in and for the 
     County and State aforesaid, do hereby certify that Robert S.
     Bloom, personally known to me as a director and the 
     principal executive officer of Acxiom Corporation, a 
     Delaware corporation, subscribed to the foregoing 
     instrument, appeared before me this day in person and  
     acknowledged that he, being duly authorized, signed and 
     delivered the said instrument for the uses and purposes 
     therein set forth. 

           Given under my hand and notarial seal this 16th day 
     of October, 1995. 
                                    /s/ Sharon Tackett     
                                   ------------------------- 
                                     Notary Public
    My Commission Expires:  4/3/2000