Specimen Certificate of Registrant's Common Stock



 EXHIBIT 4.01 
  
 Page 1 of 2 
  

					
	COMMON STOCK
NUMBER	 	[LOGO]	 	COMMON STOCK
SHARES

 ORACLE CORPORATION 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  

			
	 THIS CERTIFICATE IS TRANSFERABLE
 IN CANTON, MA, JERSEY
CITY, NJ
 AND NEW YORK, CITY NY
	  	 SEE REVERSE SIDE FOR CERTAIN
 DEFINITIONS AND A
STATEMENT OF RIGHTS, PREFERENCES, AND PRIVILEGES


  
 CUSIP 68389X 10 5

 THIS CERTIFIES THAT 
  
 IS THE RECORD HOLDER OF 
  
 FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE, OF 
  
 ORACLE CORPORATION 
  
 transferable on the books of the Corporation by the record holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
  
 WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  
 DATED: 

									
					
	  	 	  	 		 	[SEAL]	 	/s/ Safra A. Catz
	 Counter signed and Registered:
 Computershare Trust Company, N.A.
	 		 		 	President


									
				
		 	            Transfer Agent and Registrar	 		 	
					
	BY	 		 		 		 	/s/ Daniel Cooperman
		 	Authorized Signature	 		 		 	Secretary








 Page 2 of 2 
 ORACLE CORPORATION 
  
 A statement of the rights, preferences,
privileges, and restrictions granted to or imposed upon the respective classes and series of the shares authorized to be issued and upon the holders thereof may be obtained upon request and without charge from the Corporation at its principal
executive office. 
  
 The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

											
	 TEN COM -
	  	as tenants in common	  	UNIF GIFT MIN ACT -	  	  	  	Custodian	  	  
	 TEN ENT -
	  	as tenants by the entireties	  		  	(Cust)	  		  	(Minor)
	 JT TEN -
	  	as joint tenants with right of survivorship	  		  	under Uniform Gifts to Minors
		  	and not as tenants in common	  		  	Act	  	  	  	
		  		  		  		  	(State)	  	

  
 Additional
abbreviations may also be used though not in the above list. 
  
 COMPUTERSHARE TRUST COMPANY, N.A . 
 AS THE RIGHTS AGENT 
  
 For Value Received,
             hereby sell, assign and transfer unto 
  

					
	 PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING NUMBER OF ASSIGNEE
	  	
	  	  		  	


					
			
	  	  	  	  	  
	 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	Shares
	 of the Common Stock represented by the within Certificate and do hereby irrevocably constitute and appoint

			
	  	  	 Attorney,
	  	
	to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises.

  

			
		
	Dated 	 	  

  

	
	
	  
	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change
whatever.


  
 Signature(s) Guaranteed By 
  
 THE SIGNATURE (S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. 
  
 This certificate also evidences and entitles the holder hereof to certain rights as set
forth in a Preferred Share Rights Agreement between Oracle Corporation and Computershare Trust Company, N.A., as rights agent, dated as of January 31, 2006 (the “Rights Agreement”), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of Oracle Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. Oracle Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefore. Under certain circumstances set forth in the Rights Agreement,
Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent
holder, may become null and void.