SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996   OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from ----- to -----

Commission file number 0-13163

                              Acxiom Corporation
            (Exact Name of Registrant as Specified in Its Charter)

                   DELAWARE                                71-0581897
       (State or Other Jurisdiction of                  (I.R.S. Employer
        Incorporation or Organization)                 Identification No.)

   P.O. Box 2000, 301 Industrial Boulevard,
        Conway, Arkansas                                   72033-2000
   (Address of Principal Executive Offices)                (Zip Code)

                                (501) 336-1000
              (Registrant's Telephone Number, Including Area Code)

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                              Yes X           No

         The  number  of shares of  Common  Stock,  $ 0.10 par value per  share,
outstanding as of October 25, 1996, was 25,610,590.

Form 10-Q
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Company for which report is filed:

ACXIOM CORPORATION

The  consolidated  financial  statements  included  herein have been prepared by
Registrant,  without  audit,  pursuant  to  the  rules  and  regulations  of the
Securities  and  Exchange  Commission.   In  the  opinion  of  the  Registrant's
management,  however,  all  adjustments  necessary  for a fair  statement of the
results  for the  periods  included  herein  have been made and the  disclosures
contained herein are adequate to make the information  presented not misleading.
All such adjustments are of a normal recurring nature.

Form 10-Q
                       ACXIOM CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                             September 30,          March 31,
                                                 1996                 1996
                                             ------------          ------------
              Assets
Current assets:
  Cash and cash equivalents                $     822,000             3,469,000
  Trade accounts receivable, net              67,754,000            44,474,000
  Refundable income taxes                           ----             1,537,000
  Other current assets                         6,665,000             4,534,000
                                             -----------           -----------
     Total current assets                     75,241,000            54,014,000
                                             -----------           -----------
Property and equipment                       184,325,000           153,224,000
  Less - Accumulated depreciation
    and amortization                          73,849,000            64,123,000
                                             -----------           -----------
Property and equipment, net                  110,476,000            89,101,000
                                             -----------           -----------
Software, net of accumulated amortization     14,213,000            10,524,000
Excess of cost over fair value of net
  assets acquired                             41,588,000            13,982,000

Other assets                                  27,839,000            26,428,000
                                             -----------           -----------
                                           $ 269,357,000           194,049,000
                                             ===========           ===========
    Liabilities and Stockholders' Equity
Current liabilities:
  Short-term notes payable                       500,000               646,000
  Current installments of long-term debt       3,955,000             3,866,000
  Trade accounts payable                      12,511,000            13,596,000
  Accrued interest                               808,000               435,000
  Accrued payroll and related expenses         8,300,000             5,111,000
  Other accrued expenses                       8,722,000             7,189,000
  Advances from customers                        525,000               316,000
  Income taxes                                 5,415,000                  ----
                                             -----------           -----------
    Total current liabilities                 40,736,000            31,159,000
                                             -----------           -----------
Long-term debt, excluding current
  installments                                81,581,000            26,885,000

Deferred income taxes                         10,933,000            10,933,000

Deferred revenue                               1,819,000             2,331,000

Stockholders' equity:
  Preferred stock                                   ----                  ----
  Common stock                                 2,624,000             2,435,000
  Additional paid-in capital                  59,705,000            54,514,000
  Retained earnings                           74,734,000            68,978,000
  Foreign currency translation adjustment       (491,000)             (863,000)
  Treasury stock, at cost                     (2,284,000)           (2,323,000)
                                             -----------           -----------
  Total stockholders' equity                 134,288,000           122,741,000
                                             -----------           -----------
Commitments and contingencies              $ 269,357,000           194,049,000
                                             ===========           ===========
See accompanying condensed notes to consolidated financial statements.

Form 10-Q
                       ACXIOM CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (Unaudited)

                                                 For the Three Months Ended
                                               -------------------------------
                                                        September 30,
                                               -------------------------------
                                                  1996                1995
                                               -----------         -----------

Revenue                                      $  97,547,000          62,376,000
Operating costs and expenses:
  Salaries and benefits                         35,038,000          22,652,000
  Computer, communications and other
    equipment                                   15,572,000           7,844,000
  Data costs                                    17,871,000          15,992,000
  Other operating costs and expenses            16,682,000           8,546,000
                                               -----------         -----------
    Total operating costs and expenses          85,163,000          55,034,000
                                               -----------         -----------
Income from operations                          12,384,000           7,342,000
                                               -----------         -----------

Other income (expense):
  Interest expense                                (906,000)           (546,000)
  Other, net                                    (1,294,000)            (84,000)
                                               -----------         -----------
                                                (2,200,000)           (630,000)
                                               -----------         -----------
Earnings before income taxes                    10,184,000           6,712,000

Income taxes                                     3,921,000           2,640,000
                                               -----------         -----------

Net earnings                                 $   6,263,000           4,072,000
                                               ===========         ===========

Earnings per share                           $        0.21                0.16
                                               ===========         ===========

Weighted average shares outstanding             29,543,000          26,109,000
                                               ===========         ===========

See accompanying condensed notes to consolidated financial statements.

Form 10-Q                                                             
                       ACXIOM CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (Unaudited)

                                                  For the Six Months Ended
                                               -------------------------------
                                                        September 30,
                                               -------------------------------
                                                  1996                1995
                                               -----------         -----------

Revenue                                      $ 191,500,000         121,558,000
Operating costs and expenses:
  Salaries and benefits                         70,570,000          45,437,000
  Computer, communications and other
    equipment                                   28,393,000          15,965,000
  Data costs                                    36,652,000          31,492,000
  Other operating costs and expenses            34,290,000          15,805,000
                                               -----------         -----------
    Total operating costs and expenses         169,905,000         108,699,000
                                               -----------         -----------
Income from operations                          21,595,000          12,859,000
                                               -----------         -----------

Other income (expense):
  Interest expense                              (1,724,000)           (938,000)
  Other, net                                    (2,786,000)           (151,000)
                                               -----------         -----------
                                                (4,510,000)         (1,089,000)
                                               -----------         -----------
Earnings before income taxes                    17,085,000          11,770,000

Income taxes                                     6,577,000           4,562,000
                                               -----------         -----------

Net earnings                                 $  10,508,000           7,208,000
                                               ===========         ===========
                                              
Earnings per share                           $        0.36                0.28
                                               ===========         ===========
                                                  
Weighted average shares outstanding             29,398,000          25,966,000
                                               ===========         ===========

See accompanying condensed notes to consolidated financial statements.

Form 10-Q
                       ACXIOM CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                  For the Six Months Ended
                                               -------------------------------
                                                        September 30,
                                               -------------------------------
                                                  1996                1995
                                               -----------         -----------
Cash flows from operating activities:
  Net earnings                               $  10,508,000           7,208,000
  Non-cash operating activities:
    Depreciation and amortization               14,589,000          10,519,000
    Loss on impairment of assets                 2,100,000                ----
    Other, net                                   1,561,000             364,000
    Changes in assets and liabilities:
      Accounts receivable                      (15,403,000)           (254,000)
      Other assets                                 155,000            (789,000)
      Accounts payable and other
        liabilities                               (865,000)         (1,047,000)
                                               -----------         -----------
      Net cash provided by operating
        activities                              12,645,000          16,001,000
                                               -----------         -----------
Cash flows from investing activities:
  Sale of assets                                 1,151,000             272,000
  Cash acquired in pooling acquisition              21,000           1,624,000
  Cash paid in purchase acquisition                   ----          (5,914,000)
  Development of software                       (2,960,000)           (547,000)
  Capital expenditures                         (33,349,000)        (21,950,000)
                                               -----------         -----------
  Net cash used by investing activities        (35,137,000)        (26,515,000)
                                               -----------         -----------
Cash flows from financing activities:
  Proceeds from debt                            31,567,000          12,261,000
  Payments of debt                             (14,163,000)         (2,999,000)
  Sale of common stock                           2,441,000           1,011,000
  Cash dividends paid by acquired
    company prior to merger                           ----            (468,000)
  Acquisition and retirement of common
    stock by acquired company prior to
    merger                                            ----          (1,010,000)
  Issuance of common stock by acquired
    company prior to merger                           ----             190,000
                                               -----------         -----------
    Net cash provided by financing
      activities                                19,845,000           8,985,000
                                               -----------         -----------
    Effect of exchange rate changes on cash           ----             (28,000)
                                               -----------         -----------

    Net decrease in cash and short-term
      cash investments                          (2,647,000)         (1,557,000)
  Cash and short-term cash investments at
    beginning of period                          3,469,000           3,149,000
                                               -----------         -----------
  Cash and short-term cash investments at
    end of period                            $     822,000           1,592,000
                                               ===========         ===========
  Supplemental cash flow information:
    Cash paid during the period for:
      Interest                               $   1,351,000           1,025,000
      Income taxes                                 975,000           3,607,000
                                               ===========         ===========

See accompanying condensed notes to consolidated financial statements.

Form 10-Q
                       ACXIOM CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      Certain  note  information  has been  omitted  because it has not  changed
      significantly  from that  reflected  in Notes 1 through 17 of the Notes to
      Consolidated   Financial  Statements  filed  as  a  part  of  Item  14  of
      Registrant's  1996 Annual Report on Form 10-K as filed with the Securities
      and Exchange Commission on June 26, 1996.

1.   In April 1996, the Company  purchased  certain assets of Direct Media/DMI,
     Inc.  ("DMI") for $25,000,000 and the assumption of certain  liabilities of
     DMI.  The  $25,000,000  purchase  price,  payable  in three (3)  years,  is
     collaterized  by a letter of credit,  and may, at DMI's option,  be paid in
     one  million  shares of Acxiom  common  stock in lieu of cash plus  accrued
     interest.  Headquartered  in  Greenwich,  Connecticut,  DMI  provides  list
     brokerage,  management, and consulting services to business-to-business and
     consumer list owners and mailers.  At April 1, 1996 the liabilities assumed
     by the Company  exceeded the fair value of the assets  acquired from DMI by
     $3,648,000.  The resulting  excess of purchase price over fair value of net
     assets  acquired  of  $28,648,000  is being  amortized  over its  estimated
     economic  life of 20 years.  The  acquisition  has been  accounted for as a
     purchase  and  the  results  of  operations  of  DMI  are  included  in the
     consolidated  results  of  operations  from  the date of  acquisition.  The
     purchase price for DMI has been allocated as follows:

         Trade accounts receivable                     $  7,558,000
         Property and equipment                           2,010,000
         Excess of cost over fair value
           of net assets acquired                        28,648,000
         Other assets                                     1,340,000
         Short-term payable to bank                     (11,594,000)
         Accounts payable and other liabilities          (2,675,000)
         Long-term debt                                    (287,000)
                                                         ----------            
                                                       $ 25,000,000
                                                         ==========

     The following  consolidated pro forma financial information (which includes
     adjustments  to reflect the  accounting  bases  recognized in recording the
     purchase and to eliminate the effects of  transactions  between the Company
     and DMI) shows the results of the Company's  operations  for the six months
     ended  September  30, 1995 as if the  purchase  of DMI had  occurred at the
     beginning of the period:

         Revenue                                      $ 143,109,000
                                                        ===========   

         Net earnings                                 $   9,025,000
                                                        ===========   

         Earnings per share                           $        0.33
                                                        ===========

                       ACXIOM CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 2.  On  April 9, 1996, the Company issued  approximately  1.7 million shares of
     its common stock for all of the  outstanding  common stock and common stock
     options  of  Pro  CD,   Inc.   ("Pro   CD").   Headquartered   in  Danvers,
     Massachusetts,  Pro CD is a  publisher  of business  reference  software on
     CD-ROM. The acquisition is accounted for as a pooling of interests.

     The  stockholders'  equity and  operations  of Pro CD are not  material  in
     relation to those of the  Company.  As such,  the Company has  recorded the
     combination by restating  stockholders' equity as of April 1, 1996, without
     restating  prior year  statements  of  earnings  to reflect  the pooling of
     interests  combination.  For the year ended  December 31, 1995,  Pro CD had
     revenues  and  a  net  loss  of  approximately  $21,675,000  and  $970,000,
     respectively. At April 1, 1996, Pro CD's liabilities exceeded its assets by
     approximately $1,775,000.

3.   Effective  March 31, 1994 the Company sold  substantially all of the assets
     of its former  Acxiom  Mailing  Services  operating  unit to  MorCom,  Inc.
     ("MorCom")  in  exchange  for  the   assumption  of  certain   liabilities,
     $4,500,000 in cash, a mortgage note receivable, and $1,000,000 of preferred
     stock  issued by MorCom.  Additionally,  the Company sold MorCom a software
     license to use certain applications of the Company's software.  At June 30,
     1996  the  assets   remaining  on  the  Company's  books  related  to  this
     transaction were as follows:

         Mortgage note receivable (other assets)           $ 3,912,000
         Software license receivable (other assets)            640,000
         Preferred stock (other assets)                      1,000,000
         Trade accounts receivable                             491,000
                                                             ---------
                                                           $ 6,043,000
                                                             =========

     In June 1996, MorCom ceased operations. In the first quarter of fiscal 1997
     the  Company  established  valuation  reserves  for the full  amount of the
     software   license   receivable,   preferred   stock,  and  trade  accounts
     receivable. In the second quarter, the Company obtained title to and sold a
     portion of the property related to the mortgage note, receiving proceeds of
     $949,000.  The Company is negotiating a sale of the remaining  property and
     has  established  a valuation  reserve of  $1,100,000  toward its  ultimate
     disposition. Management believes that any further loss associated with this
     event will not be material to the financial statements.

                       ACXIOM CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 4.  Long term debt consists of the following:
                                                 September 30,       March 31,
                                                     1996              1996

     Unsecured revolving credit agreement        $ 43,562,000       11,995,000

     Convertible  note,  payable April 30,
     1999 together with interest at 3.12%;
     collateralized  by letter  of  credit;
     convertible  at  maturity  into one
     million shares of common stock                25,000,000             ----

     9.75% senior notes, due May 1, 2000,
     payable in annual installments of
     $2,143,000 each May 1; interest is
     payable semiannually                           8,571,000       10,714,000

     8.94% note payable due in monthly
     installments of principal and interest
     of $50,000 with remaining balance due
     June 30, 1997; collateralized by real
     estate                                         4,151,000        4,264,000

     Other notes and capital lease
     obligations payable                            4,252,000        3,778,000
                                                   ----------       ----------

               Total long term debt                85,536,000       30,751,000

     Less current installments                      3,955,000        3,866,000
                                                   ----------       ----------

     Long-term debt, excluding current
       installments                              $ 81,581,000     $ 26,885,000
                                                   ==========       ==========

     During the quarter ended September 30, 1996 the unsecured  revolving credit
     facility was  increased to provide for loans of up to  $50,000,000  and now
     expires on July 30, 2001. The 8.94% note payable which is due June 30, 1997
     continues to be classified as long-term debt because the Company intends to
     use available funding under the revolving credit agreement to refinance the
     note on a long-term basis.

                       ACXIOM CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.   Earnings  per share computations are based upon the weighted average number
     of shares  outstanding,  including the dilutive effect of stock options and
     warrants  and the  convertible  debt issued for the purchase of DMI, all of
     which are considered common stock equivalents.  For purposes of calculating
     earnings  per  share,  the  interest  expense  on the  convertible  note is
     eliminated. The calculation of earnings per share for the periods presented
     is as follows:

                                                 For the Six Months Ended
                                         ---------------------------------------
                                         September 30, 1996   September 30, 1995
                                         ------------------   ------------------

     Net earnings                           $ 10,508,000        $  7,208,000
     Interest expense (net of tax effect)        222,000                ----
                                              ----------          ----------
     Adjusted net earnings                  $ 10,730,000        $  7,208,000
                                              ==========          ==========

     Earnings per share                            $ .36               $ .28
                                                    ====                ====

     Weighted average shares outstanding      29,398,000          25,966,000
                                              ==========          ==========

6.   On October 10, 1996, the Company settled the arbitration matter between the
     Company and Highlights for Children, Inc. ("Highlights"). On July 25, 1995,
     Highlights had filed a demand for arbitration with the American Arbitration
     Association.  The demand alleged,  among other things,  breaches of express
     warranties  in  connection  with  a  software  license  agreement  for  the
     Company's GS/2000 software product.  The demand sought compensatory damages
     of  approximately  $22,000,000  and punitive  damages of  $44,000,000  plus
     attorneys'  fees  and  costs.  The  settlement,  the  terms  of  which  are
     confidential, was not material to the financial statements of the Company.

     The Company is involved in various  other  claims and legal  actions in the
     ordinary  course of business.  In the opinion of  management,  the ultimate
     disposition of these matters will not have a material adverse effect on the
     Company's   consolidated   financial   position  or  its  expected   future
     consolidated results of operations.

7.   Trade  accounts  receivable  are presented  net of allowances  for doubtful
     accounts,  returns,  and credits of $4,025,000  and $1,880,000 at September
     30, 1996 and March 31, 1996, respectively.

8.   At a special  meeting  held on October 10,  1996,  the  Company's  board of
     directors  approved a two-for-one stock split effective  November 11, 1996.
     The split will be  effected in the form of a stock  dividend.  Certificates
     for  the  additional  shares  will  be  mailed  on  November  12,  1996  to
     shareholders of record as of October 25, 1996.

Form 10-Q

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations

Consolidated  revenue was a record  $97,547,000  for the quarter ended September
30, 1996, a 56% increase over the same quarter a year ago. Excluding the impacts
of the Pro CD and  DMI  acquisitions  which  were  completed  during  the  first
quarter,  revenue  was up 32%.  Direct  marketing  industry  revenue  grew 148%,
including the additional revenue from DMI, together with revenue associated with
Trans Union Marketing Services and a strong year-over-year performance by Acxiom
U.K.  Information  and  communications  revenue  grew 118%,  which  includes the
additional  revenue from Pro CD together with the revenues  associated  with the
Polk Company  ("Polk")  data center  outsourcing  contract.  Financial  services
revenue was down 5% compared to the previous year, reflecting reductions in mail
volumes for some of the credit card marketers due to their rise in delinquencies
which offset 20% growth in Dataquick  revenues.  Insurance and  media/publishing
revenue  grew 22% and 16%,  respectively.  The  growth  in  insurance  primarily
reflects growth in the Allstate Insurance Company contract.  The growth in media
and publishing reflects the ramp-up of new contracts.

For  the  six  months  ended  September  30,  1996,   consolidated  revenue  was
$191,500,000,  a 58%  increase  over  the  same  period  in the  previous  year.
Excluding  the  effects of the Pro CD and DMI  acquisitions,  revenue was up 35%
over the prior year. Direct marketing industry revenue grew 160%,  including the
additional  revenue from DMI, and  information and  communications  revenue grew
118%,  including the additional revenue from Pro CD. Financial services was flat
compared to the previous year. Insurance and  media/publishing  grew 20% and 6%,
respectively.  The  explanations  noted above for the quarter  variances are the
primary causes of variances on a year-to-date basis.

Operating  expenses for the quarter increased 55% compared to the same quarter a
year ago. Salaries and benefits increased 55%; however, excluding the effects of
the  acquisitions  noted  above and new  contracts  with  Polk and  Trans  Union
Marketing  Services,  the increase was 11%.  Computer,  communications and other
equipment doubled from the prior year,  primarily due to the new contracts noted
above.  Data  costs were up 12% due to  increasing  revenue  under the  Allstate
contract and the InfoBase unit.  Other  operating costs and expenses also nearly
doubled  from  the  prior  year,  but  after  adjusting  for the  impact  of the
acquisitions  and new contracts  noted above,  the increase is 17%.  Income from
operations  was 12.7% of revenue  compared to 11.8% for the same  quarter in the
prior year.

Interest  expense in the quarter  increased due to increased levels of debt when
compared to the  year-earlier  period.  Other expense in the quarter  included a
charge of $1,100,000  for the writedown of the remaining  real estate related to
the  prior  sale of  Acxiom  Mailing  Services  ("AMS")  to  MorCom,  Inc.  (see
discussion below).

For the six months  ended  September  30,  1996,  operating  costs and  expenses
increased  56% compared to the previous  year.  Salaries and benefits  increased
55%, computer, communications and other equipment costs increased 78%, and other
operating costs and expenses were up 117%. After adjusting for the impact of the
acquisitions  noted  above,   salaries  and  benefits  were  up  27%,  computer,
communications  and other  equipment  costs  increased 67%, and other  operating
costs and expenses  were up 41%. The  remainder of the expense  increases in the
six months were

largely  due to  the  Polk  and  Trans Union Marketing Services contracts.  Data
expenses  for the six months were up 16% due to  increases  in revenue under the
Allstate  contract.  Income  from  operations was 11.3% compared to 10.6% a year
ago.

Interest  expense for the six months ended  September 30, 1996  increased by 84%
over the prior year, due to higher levels of debt during the current year. Other
expense for the six months  includes  writedowns  related to the Morcom property
and preferred stock investment totaling $2,100,000 (see discussion below).

The  Company's  effective tax rate for both the quarter and six month period was
38.5%  compared  to 39.3% and  38.8% for the  previous  year's  quarter  and six
months, respectively. The Company expects the actual effective rate for the full
fiscal year to remain in the 37-39% range.

Net earnings for the quarter  increased  54% over the previous  year,  while net
earnings for the six months ended September 30, 1996 increased 46%. Earnings per
share increased 31% and 29% for the quarter and six months, respectively,  while
the weighted average number of shares outstanding  increased 13% for each of the
reported  periods.  The  increase in the number of shares from the prior year is
primarily due to the  acquisitions of Pro CD and DMI during the first quarter of
this fiscal year.

Capital Resources and Liquidity

Working capital at September 30, 1996 was $34,505,000 compared to $22,855,000 at
March 31, 1996.  During the quarter  ended  September  30, 1996,  the  Company's
unsecured  revolving  credit  agreement  was  increased to provide for revolving
loans of up to $50,000,000,  and now expires on July 31, 2001, and the Company's
short-term  unsecured credit agreement was increased to $1,500,000 which expires
on June 30, 1997. At September 30, 1996, a total of $43,562,000  was outstanding
under the  revolving  credit  agreement and $500,000 was  outstanding  under the
short-term credit agreement. The Company continues to classify as long-term debt
the note payable totaling  $4,151,000,  which is due in full on June 30, 1997 as
it is the Company's  intention to retire this loan with additional proceeds from
the revolving credit facility.

The Company's  debt-to-capital  ratio  (capital  defined as long-term  debt plus
stockholders' equity) was 38% at September 30, 1996 compared to 18% at March 31,
1996.  The increase in the ratio is largely due to the issuance of a $25,000,000
convertible note for the purchase of DMI.

Cash provided by operating  activities was  $12,645,000 for the six months ended
September 30, 1996 compared to  $16,001,000  for the same period a year earlier.
Earnings before  interest,  taxes,  depreciation,  and  amortization  ("EBITDA")
increased by 44% compared to the year-earlier period, but the resulting increase
in  operating  cash  flow was  offset  by a  $15,403,000  increase  in  accounts
receivable  during the period.  In the  current  year,  $35,137,000  was used by
investing  activities  and  $19,845,000  was provided by  financing  activities.
Investing activities included  $33,349,000 in capital  expenditures  compared to
$21,950,000 in the prior year. The majority of the capital  expenditures  in the
current year relate to the purchase of data center  equipment  for the Polk data
center  outsourcing  agreement,  the Trans Union data center,  and the Company's
Conway,  Arkansas data center.  Management  expects  capital  expenditures to be
substantially lower in the second half of the fiscal year.  Financing activities
included paying off short-term bank debt incurred when the Company acquired DMI,
and proceeds from additional borrowings under the revolving credit agreement.

While the Company does not have any material contractual commitments for capital
expenditures,  additional  investments  in  facilities  and  computer  equipment
continue to be necessary to support the growth of the business. In addition, new
outsourcing or facilities  management  contracts  frequently require substantial
up-front  capital  expenditures in order to acquire or replace existing  assets.
Management   believes  that  the  combination  of  existing   working   capital,
anticipated  funds to be generated  through future  operations and the Company's
available  credit lines is sufficient to meet the  Company's  current  operating
needs as well as to fund the  anticipated  levels of  capital  expenditures.  If
additional  funds are required,  the Company would use existing  credit lines to
generate  cash,  followed by either  additional  borrowings to be secured by the
Company's  assets or the  issuance of  additional  equity  securities  in either
public  or  private  offerings.   Management   believes  that  the  Company  has
significant  unused  capacity  to raise  capital  which could be used to support
future growth.

Effective March 31, 1994 the Company sold substantially all of the assets of AMS
in exchange for the  assumption  of certain  liabilities,  $4,500,000 in cash, a
mortgage note receivable, and $1,000,000 of preferred stock issued by the buyer,
MorCom,  Inc.  Additionally  the Company  sold MorCom a software  license to use
certain of the Company's  software.  In June 1996, MorCom ceased operations.  In
the first quarter of the fiscal year, the Company established valuation reserves
for the full amount of the software  license  receivable,  preferred  stock, and
trade accounts receivable.  In the second quarter, the Company obtained title to
and sold a portion of the  property  related  to the  mortgage  note,  receiving
proceeds  of  $949,000.  The  Company  is  negotiating  a sale of the  remaining
property and has established a valuation  reserve of $1,100,000 for its ultimate
disposition.  Management  believes  that any further loss  associated  with this
event will not be material to the financial statements.

Form 10-Q

                               ACXIOM CORPORATION
                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

                  In the  Company's  annual  report on Form 10-K for the  fiscal
                  year  ended  March  31,   1996,   the  Company   discussed  an
                  arbitration  matter  involving the Company and  Highlights for
                  Children,  Inc. On October 10, 1996,  the Company  settled the
                  arbitration  matter.  A detailed  discussion of the settlement
                  appears  in  Note 6 of the  Notes  to  Consolidated  Financial
                  Statements,  and such  discussion  is  incorporated  herein by
                  reference.

Item 6.  Exhibits and Reports on Form 8-K.

         (a)      Exhibits:

                  27       Financial Data Schedule

         (b)      Reports on Form 8-K.

                  A report was filed on May 14, 1996, as amended by a Form 8-K/A
                  filed  on  July 12, 1996,  which  reported the  acquisition of
                  substantially all  of the  assets and  assumption  of  certain
                  liabilities of Direct Media/DMI, Inc.

Form 10-Q

                       ACXIOM CORPORATION AND SUBSIDIARIES

                                    SIGNATURE

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                       Acxiom Corporation

Dated:  November 1, 1996
                                       By:      /s/ Robert S. Bloom
                                          --------------------------------------
                                           (Signature)
                                           Robert S. Bloom
                                           Chief Financial Officer
                                           (Chief Accounting Officer)

                                  EXHIBIT INDEX

                              Exhibits to Form 10-Q

                  Exhibit Number                  Exhibit

                        27                 Financial Data Schedule

                     5

THE  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION   EXTRACTED  FROM  THE
CONSOLIDATED  BALANCE  SHEETS AND  CONSOLIDATED  STATEMENTS  OF EARNINGS  AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

 1,000

                                                             3-MOS
                                                   MAR-31-1997
                                                        SEP-30-1996
                                                                      822
                                                                  0
                                                            67,754
                                                              4,025
                                                                   0
                                                         75,241
                                                                  184,325
                                                           73,849
                                                          269,357
                                                    40,736
                                                                  81,581
                                                         0
                                                                   0
                                                                  2,624
                                                              131,664
                                            269,357
                                                                       0
                                                         97,547
                                                                         0
                                                            85,163
                                                          1,294
                                                              0
                                                          906
                                                          10,184
                                                              3,921
                                                       6,263
                                                                0
                                                               0
                                                                     0
                                                              6,263
                                                               .21
                                                               .21