

                                                               EXHIBIT (a)-(1)

                         STATEMENT OF OFFER TO PURCHASE
  
                            ACXIOM/MAY & SPEH, INC. 
                          OFFERS TO PURCHASE FOR CASH
                             ALL OF ITS OUTSTANDING
                 5 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2003 
                               (CUSIP 57777AAA) 

                              -------------------  
                                                   
      THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 
    20, 1998 UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE
   "EXPIRATION DATE").  TENDERS OF NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO
                              THE EXPIRATION DATE
 
                              -------------------  
  
      Acxiom/May & Speh, Inc., a Delaware corporation formerly known as May
 & Speh, Inc. ("May & Speh") and a wholly owned subsidiary of Acxiom
 Corporation ("Acxiom"), hereby offers to purchase for cash, upon the terms
 set forth in this Offer to Purchase (the "Offer to Purchase") and in the
 accompanying Letter of Transmittal (the "Letter of Transmittal" and,
 together with the Offer to Purchase, the "Offer"), all of its outstanding
 51/4% Convertible Subordinated Notes due 2003 (the "Notes") from any and
 all Holders (as defined in the Indenture governing the Notes, dated as of
 March 25, 1998, between May & Speh, Inc. and Harris Trust and Savings Bank,
 as trustee (the "Trustee"), as supplemented by the Supplemental Indenture
 (the "Supplemental Indenture"), dated as of September 17, 1998, between
 Acxiom, May & Speh, Inc. and the Trustee (the "Indenture")) thereof, at a
 cash price (the "Repurchase Price") equal to 100% of the principal amount
 thereof, plus accrued and unpaid interest up to, but excluding, the
 Repurchase Date (as defined below).  Holders may tender all or any portion
 of the Notes owned by such Holder; provided, however, that Notes may be
 tendered only in integral multiples of $1,000. Capitalized terms used but
 not defined herein shall have the meanings set forth in the Indenture. 
  
      Section 11.1 of the Indenture provides that in the event of a Change
 of Control, May & Speh is required to make an offer to purchase all of the
 Notes for 100% of the principal amount thereof plus accrued and unpaid
 interest, if any, up to, but excluding, the Repurchase Date.  Pursuant to
 the Amended and Restated Agreement and Plan of Merger, dated as of May 26,
 1998 (the "Merger Agreement"), by and among May & Speh, Inc., Acxiom and
 ACX Acquisition Co., Inc. ("ACX"), a wholly owned subsidiary of Acxiom, as
 of September 17, 1998 (the "Effective Time"), ACX has merged with and into
 May & Speh, Inc., and May & Speh, Inc. has become a wholly owned subsidiary
 of Acxiom (the "Merger").  Pursuant to the Merger, each outstanding share
 of May & Speh Common Stock was converted into the right to receive 0.8 of a
 share of Common Stock, par value $.10 per share of Acxiom ("Acxiom Common
 Stock").  In connection with the Merger, May & Speh, Inc. changed its name
 to Acxiom/May & Speh, Inc.  As a result of the Merger, a Change of Control
 as defined in Section 1.1 in the Indenture has occurred.  Accordingly, May
 & Speh is making the Offer pursuant to the requirements and subject to the
 terms of Section 11.1 of the Indenture.  This Offer to Purchase and the
 Letter of Transmittal also constitute notice to Holders of Notes pursuant
 to Section 11.1 of the Indenture.   
  
      As of the date hereof, $115,000,000 in aggregate principal amount of
 Notes are outstanding. Prior to consummation of the Merger, the Notes were
 convertible into shares of Common Stock, par value $.01 per share of May &
 Speh ("May & Speh Common Stock") at a conversion price of  $15.91  per
 share of May & Speh Common Stock. Upon consummation of the Merger, pursuant
 to the Supplemental Indenture, the Notes became and are currently
 convertible into shares of Acxiom Common Stock at a conversion price of 
 $19.89 per share of Acxiom Common Stock.  In connection with the Merger and
 pursuant to the Supplemental Indenture, Acxiom has agreed  to assume as a
 co-obligor all of the obligations of May & Speh under the Notes and the
 Indenture.   
  
      Upon the terms of the Offer (including, if the Offer is extended or
 amended, the terms of any such extension or amendment) and applicable law,
 May & Speh will purchase, by accepting for payment, and will pay for, all
 Notes validly tendered (and not withdrawn) pursuant to the Offer promptly
 following the Expiration Date (the "Repurchase Date").  Notes accepted for
 payment will cease to accrue interest on the Repurchase Date.  Notes not
 tendered or accepted for payment will continue to accrue interest. 
  
 OCTOBER 23, 1998



                           CERTAIN OFFER MATTERS 
  
      Tenders of Notes may be withdrawn at any time prior to the Expiration
 Date.  For a withdrawal of a tendered Note to be valid, such withdrawal
 must comply with the procedures set forth under the caption "WITHDRAWAL OF
 TENDERS" herein.  If May & Speh makes a material change in the terms of the
 Offer or the information concerning the Offer, May & Speh will disseminate
 additional Offer materials and extend such Offer to the extent required by
 law.  Other than as set forth herein, once tendered, Notes may not be
 withdrawn.  See "WITHDRAWAL OF TENDERS." 
  
      Letters of Transmittal, the Notes and any other required documents
 should be sent to Harris Trust and Savings Bank, as paying agent (the
 "Paying Agent") only, and the method of delivery of such documents to the
 Paying Agent is at the election and risk of the Holder tendering such Notes
 and delivering such Letter of Transmittal and any other required documents. 
 Questions, requests for assistance or for additional copies of this Offer
 to Purchase, the Letter of Transmittal and other related materials may be
 directed to Acxiom/May & Speh, Inc., Attention:  Eric Loughmiller, 1501
 Opus Place, Downers Grove, Illinois  60515; telephone number (630) 964-
 1501. 
  
      THIS OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE IN ANY
 JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE
 SUCH OFFER UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS.  THE DELIVERY OF
 THIS OFFER TO PURCHASE SHALL NOT UNDER ANY CIRCUMSTANCES CREATE ANY
 IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
 SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE
 INFORMATION SET FORTH HEREIN OR IN ANY ATTACHMENTS HERETO OR IN THE AFFAIRS
 OF ACXIOM, MAY & SPEH OR ANY OF THEIR RESPECTIVE SUBSIDIARIES SINCE THE
 DATE HEREOF. 
  
      NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF
 ACXIOM OR MAY & SPEH  AS TO WHETHER A HOLDER SHOULD TENDER NOTES PURSUANT
 TO THE TENDER OFFER.   NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
 INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER
 OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR THE LETTER OF
 TRANSMITTAL.  IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHOULD
 NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ACXIOM, MAY & SPEH, THE
 TRUSTEE AND PAYING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES. 
  
      Tendering Holders will not be obligated to pay any fees to the Paying
 Agent. 



                           AVAILABLE INFORMATION 
  
      Acxiom is subject to the information and reporting requirements of the
 Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
 accordance therewith, files periodic reports, proxy statements and other
 information with the Securities and Exchange Commission (the "Commission"). 
 Prior to October 2, 1998, May & Speh was subject to the information and
 reporting requirements of the Exchange Act and in accordance therewith
 filed periodic reports, proxy statements and other information with the
 Commission.  Such reports, proxy statements and other information filed
 with the Commission can be inspected and copied at the public reference
 facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
 Street, N.W., Washington, D.C.  20549, at the Commission's regional offices
 at 500 West Madison Street, Suite 1400, Chicago, Illinois  60661-2511 and
 at 7 World Trade Center, 13th Floor, New York, New York  10048.  Copies of
 such material may be obtained by mail from the Public Reference Section of
 the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
 prescribed rates.  The Commission maintains an Internet Web Site that
 contains reports, proxy and information statements, and other information
 regarding Acxiom and May & Speh and other registrants that file
 electronically with the Commission.  The address of such site is:
 http://www.sec.gov.  In addition, the Acxiom Common Stock is listed and
 traded on the NASDAQ National Market System, and such reports, proxy
 statements and other information concerning Acxiom should be available for
 inspection and copying at the National Association of Securities Dealers,
 Inc., 1735 K Street, N.W. Washington, D.C. 20006. 
  
      The following documents filed by Acxiom with the Commission are
 incorporated herein by reference and shall be deemed to be a part hereof: 
  
      1.   Proxy Statement of Acxiom on Schedule 14A dated August 17, 1998; 
  
      2.   Annual Report of Acxiom on Form 10-K for the fiscal year ended
           March 31, 1998, as amended by the Annual Report of Acxiom on Form
           10-K/A dated July 29, 1998 and  the Annual Report of Acxiom on
           Form 10-K/A dated August 4, 1998; 
  
      3.   Quarterly Report of Acxiom on Form 10-Q for the fiscal quarter
           ended June 30, 1998; and 
  
      4.   Current Reports of Acxiom on Form 8-K dated June 4, 1998 and
           September 18, 1998. 
  
      The following documents filed by May & Speh with the Commission are
 incorporated herein by reference and shall be deemed to be a part hereof: 
  
      1.   Proxy Statement of May & Speh on Schedule 14A dated August 17,
 1998; 
  
      2.   Annual Report of May & Speh on Form 10-K for the fiscal year
           ended September 30, 1997; 
  
      3.   Quarterly Reports of May & Speh on Form 10-Q for the fiscal
           quarters ended December 31, 1997; March 31, 1998 and June 30,
           1998; and 
  
      4.   Current Report of May & Speh on Form 8-K dated June 4, 1998. 
  
      All documents filed with the Commission by Acxiom pursuant to Section
 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
 shall be deemed to be incorporated by reference herein and to be a part
 hereof from the date any such document is filed. 
  
      Any statement contained in a document incorporated or deemed to be
 incorporated by reference herein shall be deemed to be modified or
 superseded for purposes of this Offer to Purchase to the extent that a
 statement contained herein (or in any other subsequently filed document
 that also is or is deemed to be incorporated by reference herein) modifies
 or supersedes such statement.  Any such statement so modified or superseded
 shall not be deemed, except as so modified or superseded, to constitute a
 part of this Offer to Purchase. 
  
      May & Speh will provide without charge, upon written or oral request,
 to each person, including any beneficial owner, to whom a copy of this
 Offer to Purchase is delivered, a copy of any of the documents of Acxiom
 and May & Speh (other than exhibits to such documents unless such exhibits
 are specifically incorporated by reference) incorporated by reference
 herein.  Copies of the Indenture pursuant to which the Notes were issued
 are also available from May & Speh upon request.  Such written or oral
 request should be directed to Acxiom/May & Speh, Inc., Attention: Eric
 Loughmiller, 1501 Opus Place, Downers Grove, Illinois  60515; telephone
 number (630) 964-1501.  In order to assure timely delivery of such
 documents prior to the Expiration Date, any request should be received by
 November 12, 1998. 
  
              DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS 
  
      This Offer to Purchase, including the information incorporated by
 reference herein, contains certain forward looking statements with respect
 to the financial condition, results of operations and businesses of Acxiom
 and May & Speh.  These forward-looking statements, which are based on
 management's beliefs as well as on assumptions made by and information
 currently available to management, involve certain known and unknown risks
 including, but not limited to, economic and market conditions, competitive
 activities or other business conditions, dependence on key customers,
 fluctuations in sales or working capital, results of pending litigation,
 and the impact of the Merger. Although each of Acxiom and May & Speh
 believe that its expectations with respect to the forward-looking
 statements are based upon reasonable assumptions within the bounds of its
 knowledge of its business and operations, there can be no assurance that
 actual results, performance or achievements of each of Acxiom and May &
 Speh will not differ materially from any future results, performance or
 achievements expressed or implied from such forward-looking statements. 
   

  
                                TABLE OF CONTENTS
  
                                                                       Page 
  
 CERTAIN OFFER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . ii 
  
 AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .  iii 
  
 DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS . . . . . . . . . . . . iv 
  
 GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1 
  
 PURPOSE AND EFFECTS OF THE OFFER  . . . . . . . . . . . . . . . . . . .  1 
  
 CERTAIN INFORMATION CONCERNING MAY & SPEH AND ACXIOM  . . . . . . . . .  3 
  
 SOURCE AND AMOUNT OF FUNDS . . . . . . . . . . . . . . . . . . . . . .   4 
  
 MARKET PRICE INFORMATION . . . . . . . . . . . . . . . . . . . . . . .   5 
  
 TERMS OF THE OFFER  . . . . . . . . . . . . . . . . . . . . . . . . . .  6 
  
 ACCEPTANCE FOR PURCHASE AND PAYMENT FOR NOTES . . . . . . . . . . . . .  6 
  
 PROCEDURES FOR TENDERING NOTES  . . . . . . . . . . . . . . . . . . . .  7 
  
 WITHDRAWAL OF TENDERS . . . . . . . . . . . . . . . . . . . . . . . . . 10 
  
 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS  . . . . . . .  11 
  
 THE PAYING AGENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 
  
 FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 
  
 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12



                                  GENERAL 
  
      May & Speh hereby offers, upon the terms and subject to the conditions
 set forth herein and in the Letter of Transmittal, to purchase for cash at
 the Repurchase Price any and all Notes validly tendered (and not withdrawn)
 pursuant to the terms and conditions of the Offer prior to the Expiration
 Date.  See "PROCEDURES FOR TENDERING NOTES."  May & Speh will accept only
 tenders of Notes which are in an amount equal to $1,000 principal amount of
 Notes or integral multiples of $1,000.  Tenders of Notes may be withdrawn,
 as provided herein, at any time prior to the Expiration Date.  See
 "WITHDRAWAL OF TENDERS." 
  
      Upon the terms and subject to the Conditions of the Offer (including,
 if the Offer is extended or amended, the terms of any such extension or
 amendment) and applicable law, May & Speh will purchase, by accepting for
 payment, and will pay for, all Notes validly tendered (and not withdrawn)
 pursuant to the Offer on the Repurchase Date.  Such payment will be made by
 the deposit of immediately available funds by May & Speh with the Paying
 Agent, which will act as agent for tendering Holders for the purpose of
 receiving payment from May & Speh and transmitting such payment to
 tendering Holders.  May & Speh expressly reserves the right, in its sole
 discretion and subject to Rule 13e-4(f)(5) under the Exchange Act, to delay
 acceptance for payment of or payment for Notes in order to comply, in whole
 or in part, with any applicable law. 
  
                      PURPOSE AND EFFECTS OF THE OFFER 
  
      This Offer is being made pursuant to the Indenture which provides, in
 relevant part, that in the event of a Change of Control, May & Speh is
 required to make an offer to purchase all of the outstanding Notes, on a
 date not later than 45 Business Days after the occurrence of such Change of
 Control, at a cash price equal to 100% of the principal amount thereof plus
 accrued and unpaid interest, if any, up to, but excluding, the Repurchase
 Date.  "Change of Control" is defined in the Indenture as "(i) an event or
 series of events as a result of which any "person" or "group" (as such
 terms are used in Sections 13(d)(3) and 14(d) of the Exchange Act)
 (excluding May & Speh or any wholly-owned subsidiary thereof) is or
 becomes, directly or indirectly, the Beneficial Owner of more than 50% of
 the Voting Stock, (ii) the completion of any consolidation with or merger
 of May & Speh into any other Person, or sale, conveyance, transfer or lease
 by May & Speh of all or substantially all of its assets to any Person, or
 any merger of any other Person into May & Speh in a single transaction or
 series of related transactions, and, in the case of any such transaction or
 series of related transactions, the outstanding May & Speh Common Stock is
 changed or exchanged as a result, unless the stockholders of May & Speh
 immediately before such transaction own, directly or indirectly,
 immediately following such transaction, at least a majority of the combined
 voting power of the outstanding voting securities of the Person resulting
 from such transaction in substantially the same proportion as their
 ownership of the Voting Stock immediately before such transaction, or (iii)
 such time as the Continuing Directors do not constitute a majority of the
 Board of Directors of May & Speh (or, if applicable, a successor
 corporation to May & Speh)".  A Change of Control occurred on September 17,
 1998 as a result of the consummation of the Merger, pursuant to which ACX
 Acquisition Co., Inc. was merged with and into May & Speh, Inc., with May &
 Speh continuing as the surviving corporation and becoming a wholly owned
 subsidiary of Acxiom.  In connection with the Merger, May & Speh, Inc.
 changed its name to Acxiom/May & Speh, Inc.  May & Speh is making this
 Offer pursuant to the requirements and subject to the terms of Section 11.1
 of the Indenture.  This Offer to Purchase and the Letter of Transmittal
 also constitute notice to Holders of Notes pursuant to Section 11.1 of the
 Indenture. 
  
      As of the date hereof, $115,000,000 in aggregate principal amount of
 Notes are outstanding.  Immediately prior to the Merger, each $1,000
 principal amount of Notes was convertible into shares of May & Speh Common
 Stock at a conversion price of $15.91 per share of May & Speh Common Stock
 (which reflected a conversion rate of 62.8535 shares of May & Speh Common
 Stock per $1,000 in principal amount of Notes).  Upon consummation of the
 Merger and the effectiveness of the Supplemental Indenture, each $1,000
 principal amount of Notes became convertible into shares of Acxiom Common
 Stock at a conversion price of $19.89 per share of Acxiom Common Stock
 (which reflects a conversion rate of 50.2828 shares of Acxiom Common Stock
 per $1,000 in principal amount of Notes), subject to adjustment in certain
 circumstances as provided in the Indenture.   In connection with the Merger
 and pursuant to the Supplemental Indenture, Acxiom has agreed  to assume as
 a co-obligor all of the obligations of May & Speh under the Notes and the
 Indenture. 
  
      As a holder of Notes, your options include the following: 
  
 (a)  Tender Pursuant to the Offer.  At or before the close of business on
      November 20, 1998, you may tender all or any part of your Notes
      (in increments of $1,000 principal amount) pursuant to the Offer.  See 
      "PROCEDURES FOR TENDERING NOTES."  The Notes purchased in the Offer
      will cease to be outstanding and will be delivered to the Trustee for
      cancellation immediately after such purchase.  If less than all the
      principal amount of Notes held by a Holder is tendered and accepted
      pursuant to the Offer, May & Speh shall issue, and the Trustee shall
      authenticate and deliver to or on the order of the Holder thereof, at
      the expense of May & Speh, new Notes of authorized denominations, in a
      principal amount equal to the portion of the Notes not tendered or not
      accepted, as the case may be, as promptly as practicable after the
      Expiration Date.  
  
 (b)  Sell Notes.  You may sell some or all of your Notes through customary
      brokerage facilities.  
  
 (c)  Convert Notes into Acxiom Common Stock.  As specified in the
      Indenture, you may convert some or all of your Notes (in increments of
      $1,000 principal amount) into shares of Acxiom Common Stock at a
      conversion price of $19.89 per share of Acxiom Common Stock (which
      reflects a conversion rate of 50.2828 shares of Acxiom Common Stock
      per $1,000 in principal amount of Notes), subject to adjustment in
      certain circumstances as provided in the Indenture.  
  
 (d)  Retain Notes.  You may continue to hold your Notes.  Any Notes which
      remain outstanding after consummation of the Offer will continue to be
      obligations of May & Speh and Acxiom, will continue to accrue interest
      as provided in the Indenture and will continue to be convertible at 
      the option of the Holder thereof into shares of Acxiom Common Stock.  
            
                In connection with the Merger, the Notes have been removed
      from listing on the Nasdaq SmallCap Market as of October 2, 1998. 
      Accordingly, there is no established market for the Notes.  In
      addition, registration of the Notes under the Exchange Act, has been
      terminated.  The Notes are traded in the over-the-counter market by
      certain dealers who from time to time are willing to make a market in
      such securities.  Prices and trading volume of the Notes in the over-
      the-counter market are not reported and are difficult to monitor.  To
      the extent that Notes are traded, prices may fluctuate widely
      depending on, among other things, the trading volumes and the balance
      between buy and sell orders.  There can be no assurance regarding the
      prices at which the Notes may trade during and following the Offer. 
      While May & Speh is aware of recent trading in the Notes at prices
      significantly higher than 100% of par value (plus accrued and unpaid
      interest), prices of the Notes may be greater than or less than the
      Repurchase Price on the Repurchase Date.  Accordingly, the Board of
      Directors of May & Speh makes no recommendation to Holders with
      respect to tendering Notes pursuant to the Offer.  HOLDERS ARE URGED
      TO OBTAIN CURRENT INFORMATION WITH RESPECT TO THE MARKET PRICES OF THE
      NOTES. 
  
                Depending on, among other things, the amount of Notes
      outstanding after the Offer, the liquidity, market value and price
      volatility of Notes may be adversely affected by the consummation of
      the Offer.  To the extent a market continues to exist for the Notes
      after the Offer, the Notes may trade at a discount compared to present
      trading prices depending on prevailing interest rates, the market for
      securities with similar credit features, the performance of May & Speh
      and other factors.  There is no assurance that a market in the Notes
      will exist and no assurance as to the prices at which the Notes may
      trade. 
  
                From time to time in the future, May & Speh may acquire
      Notes, if any, which are not tendered in response to the Offer through
      open market purchases, privately negotiated transactions, tender
      offers, exchange offers or otherwise, upon such terms and at such
      prices as they may determine, which may be more or less than the price
      to be paid pursuant to the Offer and could be for cash or other
      consideration.  There can be no assurance as to which, if any, of
      these alternatives (or combinations thereof) May & Speh will choose to
      pursue in the future. 
  
             CERTAIN INFORMATION CONCERNING MAY & SPEH AND ACXIOM
  
      MAY & SPEH 
  
      May & Speh provides computer-based information management services
 with a focus on direct marketing and information technology outsourcing
 services.  May & Speh's direct marketing services help companies execute
 more profitable direct marketing and customer management programs. 
 Services include strategic analysis and strategy management; systems
 consulting; custom data warehouse and datamart design, build,
 implementation and management; statistical (predictive) modeling and
 analysis; and list processing.  May & Speh's information technology
 outsourcing solutions support multi-platform processing, platform migration
 and network management for clients seeking to outsource their information
 technology operations, thereby liberating capital and redirecting their
 focus to more strategic information technology initiatives.  May & Speh's
 direct marketing and information technology outsourcing services are
 complementary and allow May & Speh to leverage its investment in its state-
 of-the-art data processing center as well as its core competencies in
 customized software systems development, large database management, high
 speed data processing and data center management.  May & Speh's open
 architecture, multiple platform data center, with processing capacity of
 approximately 6,000 million instructions per second provides its clients
 with superior processing flexibility and speed. 
  
      May & Speh was originally incorporated in Delaware in October 1995,
 and changed its name in connection with the Merger to Acxiom/May & Speh,
 Inc.  May & Speh's principal executive offices are located at 1501 Opus
 Place, Downers Grove, Illinois  60515 and its telephone number is (630)
 964-1501. 
  
      In connection with the Merger, May & Speh has become a wholly owned
 subsidiary of Acxiom.  As of the consummation of the Merger and pursuant to
 the Supplemental Indenture, the Notes are currently convertible into Acxiom
 Common Stock and Acxiom has agreed  to assume as a co-obligor all of the
 obligations of May & Speh under the Notes and the Indenture.   
  
      ACXIOM 
  
      Acxiom is in the business of data delivery and information integration
 and management for customers in the United States and the United Kingdom,
 and, to a smaller extent, Canada, Europe and Malaysia.  While in the past
 Acxiom's traditional business was focused upon the provision of data
 processing and related computer-based services mainly to direct marketing
 organizations, Acxiom's business has expanded in recent years beyond the
 direct marketing industry.  For some of its major customers, Acxiom
 provides assistance in the form of information/database management, data
 center management and/or the provision of data, the primary purpose of
 which may be for activities other than direct marketing.  For example,
 Acxiom's largest customer, Allstate Insurance Company, uses Acxiom's
 information management services and data for the purpose of underwriting
 insurance.  Acxiom's second largest customer, Trans Union Corporation, one
 of the three major credit bureaus in the U.S., has among other things
 outsourced the operation of its data center to Acxiom.   
  
      In the traditional direct marketing area, Acxiom is one of the leading
 providers of computer-based marketing information services and marketing
 data.  Acxiom offers a broad range of services and data to direct marketers
 and to other businesses which utilize direct marketing techniques such as
 targeted direct mail, database marketing and data warehousing.  Acxiom
 assists its customers with the marketing process, including project design,
 list brokering and management, list cleaning, list enhancement and list
 production, database creation and management, and fulfillment and consumer
 response analysis.  
  
      Acxiom was originally incorporated in Delaware in September 1983 under
 the name CCX Network, Inc., and changed its name to Acxiom in July 1988. 
 Acxiom's principal executive offices are located at 301 Industrial
 Boulevard, Conway, Arkansas,  72033 and its telephone number is (501) 336-
 1000. 
  
                         SOURCE AND AMOUNT OF FUNDS 
  
      The precise amount of funds required by May & Speh to purchase Notes
 tendered pursuant to the Offer and to pay related fees and expenses will
 not be known until the Expiration Date.  If all holders of Notes tender
 their Notes in the Offer, May & Speh will require funds of approximately   
 $115,838,542, including accrued and unpaid interest.  May & Speh presently
 intends to use cash from operating activities to purchase Notes tendered
 pursuant to the Offer.  To the extent such available cash is insufficient,
 May & Speh currently intends to call the Demand Note, dated September 18,
 1998, by Acxiom to May & Speh in the aggregate principal amount of $75.0
 million (the "Demand Note").  In the event that May & Speh requires
 additional funds to pay the Repurchase Price, Acxiom intends to provide May
 & Speh with the additional funds with borrowings under its existing
 revolving Credit Agreement, dated as of March 26, 1998, by and among 
 Acxiom, as borrower, Mercantile Bank, as Administrative and Documentation
 Agent, Chase Manhattan Bank, as Syndication Agent and the other lenders
 named therein (the "Credit Agreement").  Borrowings under the Credit
 Agreement bear interest at the prime rate (or, at other alternative market
 rates at Acxiom's option).  At October 19, 1998, the effective interest
 rate was 6.175%.  In the event that borrowings under the Credit Agreement are
 insufficient, Acxiom presently intends to borrow additional funds from its
 existing lenders for the remainder.  May & Speh believes that its resources,
 including the amounts available under the Credit Agreement or to be borrowed
 by Acxiom, will be sufficient for May & Speh to meet its obligation to
 purchase Notes tendered pursuant to the Offer and pay related fees and
 expenses.  

  

                          MARKET PRICE INFORMATION 
  
      There is no established market for the Notes.  The Notes are traded in
 the over-the-counter market by certain dealers who from time to time are
 willing to make a market in such securities.  The following table sets
 forth the high and low bid quotations for the Notes  as reported by
 Tradeline for the calendar quarters indicated: 


              1998                                      High/Ask     Low/Bid
  
 Second Quarter (May 18, 1998 through June 30, 1998)    141 1/8      113 7/8

 Third Quarter                                          152 3/8      116 1/8

 Fourth Quarter (through October 14, 1998)              134 3/4      107 5/8 

 HOLDERS ARE URGED TO OBTAIN CURRENT INFORMATION WITH RESPECT TO THE MARKET
 PRICES OF THE NOTES. 
  
      Pursuant to the Indenture, the Notes are convertible into shares of
 Acxiom Common Stock.  The Acxiom Common Stock is currently listed and
 traded on the NASDAQ National Market System under the symbol "ACXM."  The
 following table sets forth the high and low sales prices per share for the
 Acxiom Common Stock  as reported by the NASDAQ National Market System for
 the calendar quarters indicated.  Acxiom data are restated to reflect a 2
 for 1 stock split in fiscal 1997. 
  
   1998                                          High           Low
 
First Quarter                                   25 15/16       16 7/8

Second Quarter                                  25 15/16       19 5/8

Third Quarter                                   28 1/4         19 7/8

Fourth Quarter (through October 14, 1998)       24 5/8         16 1/2

   1997

First Quarter                                   24             14 3/8

Second Quarter                                  20 5/8         11 1/8

Third Quarter                                   21 1/8         17 1/8

Fourth Quarter                                  19 1/4         14 1/8

      On October 21, 1998, the closing sales price of the Acxiom Common
 Stock, as reported on the  NASDAQ National Market System, was $23 9/16 per
 share.  HOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
 ACXIOM COMMON STOCK PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE OFFER. 


  
                            TERMS OF THE OFFER. 
  
      Pursuant to the terms of the Offer (including if the Offer is extended
 or amended, the terms of any such extension or amendment), all Notes which
 are validly tendered in accordance with the procedures set forth under the
 caption "PROCEDURES FOR TENDERING NOTES" herein and not withdrawn in
 accordance with the procedures set forth under the caption "WITHDRAWAL OF
 TENDERS" herein prior to the Expiration Date will be accepted for purchase
 and paid for by May & Speh on the Repurchase Date. 
  
      May & Speh expressly reserves the right, at any time or from time to
 time and for any reason, (i) to extend the period of time during which the
 Offer is open and thereby delay acceptance for payment of, and the payment
 for, any Notes, by giving oral or written notice of such extension to the
 Paying Agent, and (ii) to amend the Offer in any respect by giving oral or
 written notice of such amendment to the Paying Agent.  Any extension or
 amendment will be followed as promptly as practicable by public
 announcement thereof, the announcement in the case of an extension to be
 issued no later than 9:00 a.m., New York City time, on the next business
 day after the previously scheduled Expiration Date. 
  
      If May & Speh extends the Offer, or if (whether before or after any
 Notes have been accepted for purchase) the purchase of or payment for Notes
 is delayed or May & Speh is unable to pay for Notes pursuant to the Offer
 for any reason, then, without prejudice to May & Speh's rights under the
 Offer, the Paying Agent may retain tendered Notes on behalf of May & Speh,
 and such Notes may not be withdrawn except to the extent tendering Holders
 are entitled to withdrawal rights as described herein.  However, the
 ability of May & Speh to delay the payment for Notes which May & Speh has
 accepted for purchase is limited by Rule 13e-4(f)(5) under the Exchange
 Act, which requires that a bidder pay the consideration offered or return
 the securities deposited by or on behalf of holders of securities promptly
 after the termination or withdrawal of a tender offer.  
  
      If May & Speh makes a material change in the terms of the Offer or the
 information concerning the Offer, May & Speh will disseminate additional
 Offer materials and extend such Offer to the extent required by law. 
  
               ACCEPTANCE FOR PURCHASE AND PAYMENT FOR NOTES 
  
      Upon the terms of the Offer (including if the Offer is extended or
 amended, the terms and conditions of any such extension or amendment) and
 applicable law, May & Speh will purchase, by accepting for payment, and
 will pay for, all Notes validly tendered (and not withdrawn) pursuant to
 the Offer on the Repurchase Date.  May & Speh expressly reserves the right,
 in May & Speh's sole discretion, to delay acceptance for payment of or
 payment for Notes, subject to Rule 13e-4(f)(5) under the Exchange Act, in
 order to comply, in whole or in part, with any applicable law.  In all
 cases, payment for Notes purchased pursuant to the Offer will be made only
 after timely receipt by the Paying Agent of the documentation described
 under "Procedures for Tendering Notes." 
  
      In all cases, payment for Notes purchased pursuant to the Offer will
 be made by the Paying Agent, which will act as agent for tendering Holders
 for the purpose of receiving payment from May & Speh and transmitting such
 payment to tendering Holders. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE
 REPURCHASE PRICE BE PAID BY MAY & SPEH BY REASON OF ANY DELAY IN MAKING
 PAYMENT.  
  
      Holders electing to have Notes or any portion thereof purchased
 pursuant to this Offer are required to surrender their Notes to the Paying
 Agent at its addresses specified on the back page of this Offer to Purchase
 prior to 5:00 p.m., New York City time, on the Expiration Date and must
 complete the Letter of Transmittal, or must comply with the procedures set
 forth under "Procedures for Tendering Notes -- Guaranteed Delivery
 Procedures." 
  
      Unless May & Speh defaults on making the payment or fails to deposit
 sufficient funds with the Paying Agent, any portion of Notes tendered for
 payment pursuant to the Offer shall cease to accrue interest after the
 Repurchase Date. 
  
                       PROCEDURES FOR TENDERING NOTES 
  
      TENDERS OF NOTES.  The tender by a Holder of Notes (and subsequent
 acceptance of such tender by May & Speh) pursuant to one of the procedures
 set forth below will constitute an agreement between such Holder and May &
 Speh in accordance with the terms and subject to the conditions set forth
 herein and in the Letter of Transmittal. 
  
      Only Holders of Notes are authorized to execute the "Option of Holder
 to Elect Purchase" contained in the Letter of Transmittal and tender their
 Notes pursuant to the Offer.  Accordingly, to properly tender Notes or
 cause Notes to be tendered, the following procedures must be followed: 
  
      TENDER OF NOTES HELD THROUGH DTC.  Each beneficial owner of Notes held
 through a participant (a "DTC Participant") of DTC must instruct such DTC
 Participant to cause its Notes to be tendered in accordance with the
 procedures set forth in this Offer to Purchase. 
  
      Pursuant to an authorization given by DTC to the DTC Participants,
 each DTC Participant that holds Notes through DTC must (i) transmit its
 acceptance through the DTC Automated Tender Offer Program ("ATOP") (for
 which the transaction will be eligible), and DTC will then edit and verify
 its acceptance, execute a book-entry delivery to the Paying Agent's account
 at DTC and send an Agent's Message (as defined herein) to the Paying Agent
 for its acceptance or (ii) comply with the guaranteed delivery procedures
 set forth herein.  The Paying Agent will (as soon as practicable after the
 date of this Offer to Purchase) establish account(s) at DTC for purposes of
 the Offer with respect to Notes held through DTC, and any financial
 institution that is a DTC Participant may make book-entry delivery of
 interests in Notes into the Paying Agent's account through ATOP.  However,
 although delivery of interests in the Notes may be effected through book-
 entry transfer into the Paying Agent's account through ATOP, an Agent's
 Message in connection with such book-entry transfer, and any other required
 documents, must be, in any case, transmitted to and received by the Paying
 Agent at its address set forth on the back cover of this Offer to Purchase,
 or the guaranteed delivery procedures set forth below must be complied
 with, in each case, prior to the Expiration Date.  Delivery of documents to
 DTC does not constitute delivery to the Paying Agent.  The confirmation of
 a book-entry transfer into the Paying Agent's account at DTC as described
 above is referred to herein as a "Book-Entry Confirmation." 
  
      The term "Agent's Message" means a Message transmitted by DTC to, and
 received by, the Paying Agent and forming a part of the Book-Entry
 Confirmation, which states that DTC has received an express acknowledgment
 from each DTC Participant tendering through ATOP that such DTC Participant
 has received a Letter of Transmittal and agrees to be bound by the terms of
 the Letter of Transmittal and that May & Speh may enforce such agreement
 against such DTC Participant.  
  
      As of the date hereof, all of the Notes are currently held through DTC
 and have been issued in the form of a global note registered in the name of
 Cede & Co., DTC's nominee (the "Global Note").  At or as of the Expiration
 Date, DTC will deliver to the Paying Agent a properly completed and duly
 executed Letter of Transmittal in respect of the aggregate principal amount
 of Notes as to which it has delivered to DTC Agent's Messages and Cede &
 Co. will deliver to the Paying Agent the Global Note.  As soon as
 practicable after the Expiration Date, DTC will deliver to the Paying Agent
 a properly completed and duly executed Letter of Transmittal in respect of
 the aggregate principal amount of Notes as to which it has delivered to DTC
 Agent's Messages in respect of Notices of Guaranteed Delivery.  Thereafter,
 the aggregate principal amount of the Global Note will be reduced to
 represent the aggregate principal amount of Notes held through DTC and not
 tendered pursuant to the Offer and the Global Note will be returned to Cede
 & Co. 
  
      TENDERS OF NOTES HELD IN PHYSICAL FORM.   Each record holder must
 complete and sign a Letter of Transmittal, and mail or deliver such Letter
 of Transmittal, and any other documents required by the Letter of
 Transmittal, together with certificate(s) representing such Notes, to the
 Paying Agent at its address set forth on the back cover page of this Offer
 to Purchase, or the Holder must comply with the guaranteed delivery
 procedures set forth in this Offer to Purchase.  LETTERS OF TRANSMITTAL AND
 ANY NOTES TENDERED PURSUANT TO THE OFFER SHOULD BE SENT ONLY TO THE PAYING
 AGENT AND NOT TO MAY & SPEH. 
  
      All signatures on a Letter of Transmittal must be guaranteed by a
 participant in the Security Transfer Agents Medallion Program, the New York
 Stock Exchange Medallion Signature Program or the Stock Exchange Medallion
 Program; provided, however, that signatures on a Letter of Transmittal need
 not be guaranteed if such Notes are tendered for the account of an Eligible
 Institution.  If a Letter of Transmittal or any Note is signed by a
 trustee, executor, administrator, guardian, attorney-in-fact, Agent,
 officer of a corporation or other person acting in a fiduciary or
 representative capacity, such person must so indicate when signing, and
 proper evidence satisfactory to May & Speh of the authority of such person
 so to act must be submitted. 
  
      MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES.  If a Holder
 desires to tender Notes, but the certificates evidencing such Notes have
 been mutilated, lost, stolen or destroyed, such Holder should contact the
 Trustee to receive information about the procedures for obtaining
 replacement certificates for Notes at: 
  
                       Harris Trust and Savings Bank
                            311 W. Monroe Street
                          Chicago, Illinois 60606
                               (312) 461-6838
  
      Notwithstanding any other provision hereof, payment for Notes tendered
 and accepted for Purchase pursuant to the Offer will, in all cases, be made
 only after timely receipt by the Paying Agent of such Notes (or
 confirmation of a book-entry transfer of such Notes into the Paying Agent's
 account at DTC as described above), and a Letter of Transmittal (or a
 facsimile thereof) with respect to such Notes, properly completed and duly
 executed, with any required signature guarantees and any other documents
 required by the Letter of Transmittal.  
  
      THE METHOD OF DELIVERY OF NOTES AND LETTERS OF TRANSMITTAL, ANY
 REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING
 DELIVERY THROUGH DTC AND ANY ACCEPTANCE OR AGENT'S MESSAGE TRANSMITTED
 THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING NOTES AND
 DELIVERING A LETTER OF TRANSMITTAL AND DELIVERY WILL BE DEEMED MADE ONLY
 WHEN ACTUALLY RECEIVED BY THE PAYING AGENT.  IF SUCH DELIVERY IS BY MAIL,
 IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH
 RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN
 ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE PAYING AGENT PRIOR
 TO THE EXPIRATION DATE. 
  
  
  
      GUARANTEED DELIVERY PROCEDURES.  
  
      A DTC Participant who wishes to cause its Notes to be tendered, but
 who cannot transmit its acceptance through ATOP prior to the Expiration
 Date, may cause a tender to be effected if: 
  
      a.   guaranteed delivery is made by or through a firm or other entity
           identified in Rule 17Ad-15 under the Exchange Act (an "Eligible
           Institution"), including (as such terms are defined therein): 
           (i) a bank; (ii) a broker, dealer, municipal securities dealer,
           municipal securities broker, government securities dealer or
           government securities broker; (iii) a credit union; (iv) a
           national securities exchange, registered securities association
           or clearing agency; or (v) a savings institution that is a
           participant in a Securities Transfer Association recognized
           program; and 
  
       b.  prior to 12:00 a.m., New York City time, on the Expiration Date,
           the Paying Agent receives from such Eligible Institution a
           properly completed and duly executed Notice of Guaranteed
           Delivery (by mail, hand delivery, facsimile transmission or
           overnight courier) substantially in the form provided herewith;
           and 
  
      c.   Book-Entry Confirmation of the transfer into the Paying Agent's
           account at DTC, and all other documents required by the Letter of
           Transmittal, are received by the Paying Agent within three
           trading days after the date of receipt by the Paying Agent of
           such Notice of Guaranteed Delivery. 
  
      A record holder who wishes to tender its Notes but (x) whose Notes are
 not immediately available and will not be available for tendering prior to
 the Expiration Date, or (y) who cannot deliver its Notes, the Letter of
 Transmittal, or any other required documents, to the Paying Agent prior to
 the expiration date, may effect a tender if: 
  
      a.   the tender is made by or through an Eligible Institution; and 
  
      b.   prior to 12:00 a.m., New York City time, on the Expiration Date,
           the Paying Agent receives from such Eligible Institution a
           properly completed and duly executed Notice of Guaranteed
           Delivery (by mail, hand delivery, facsimile transmission or
           overnight courier) substantially in the form provided herewith;
           and 
  
      c.   a properly completed and executed Letter of Transmittal, as well
           as the certificate(s) representing all tendered Notes in proper
           form for transfer, and all other documents required by the Letter
           of Transmittal, are received by the Paying Agent within three
           trading days after the date of receipt by the Paying Agent of
           such Notice of Guaranteed Delivery. 
  
      Under no circumstances will interest be paid by May & Speh by reason
 of any delay in making payment to any person using the guaranteed delivery
 procedures described above. 
  
      BACKUP UNITED STATES FEDERAL INCOME TAX WITHHOLDING.  To prevent
 backup withholding of United States federal income tax, each tendering
 United States Holder (as defined below) must generally provide the paying
 agent with such United States Holder's correct taxpayer identification
 number and certify that such United States Holder is not subject to backup
 United States federal income tax withholding by completing the Substitute
 Form W-9 included in the Letter of Transmittal.  See Instruction 5 of the
 Letter of Transmittal.  Certain Holders (including, among others, all
 corporations and certain foreign persons), however, are exempt from backup
 withholding.  A Non-United States Holder (as defined below) can qualify for
 an exemption from backup withholding by submitting a United States Internal
 Revenue Service Form W-8, signed under penalties of perjury and attesting
 to such Non-United States Holder's exempt status.  A copy of United States
 Internal Revenue Service Form W-8 may be obtained from the Paying Agent. 
  
      DETERMINATION OF VALIDITY.  All questions as to the validity, form,
 eligibility (including time of receipt) and acceptance of any tendered
 Notes pursuant to any of the procedures described above will be determined
 by May & Speh in May & Speh's sole discretion (whose determination shall be
 final and binding).  May & Speh reserves the absolute right to reject any
 or all tenders of any Notes determined by it not to be in proper form or,
 in the case of Notes, if the acceptance for payment of, or payment for,
 such Notes may, in the opinion of May & Speh's counsel, be unlawful.  May &
 Speh also reserves the absolute right, in its sole discretion, to waive any
 of the conditions of the Offer or any defect or irregularity in any tender
 with respect to Notes of any particular Holder, whether or not similar
 defects or irregularities are waived in the case of other Holders.  May &
 Speh's interpretation of the terms and conditions of the Offer (including
 the Letter of Transmittal and the Instructions thereto) will be final and
 binding.  None of May & Speh, the Paying Agent, the Trustee or any other
 person will be under any duty to give notification of any defects or
 irregularities in tenders or will incur any liability for failure to give
 any such notification.  If May & Speh waives its right to reject a
 defective tender of Notes, the Holder will be entitled to the Repurchase
 Price. 
  
                           WITHDRAWAL OF TENDERS 
  
      Tenders of Notes (or any portion of such Notes in integral multiples
 of $1,000) may be withdrawn at any time prior to the Expiration Date. 
  
      NOTES HELD THROUGH DTC.  A DTC Participant who has transmitted its
 acceptance through ATOP in respect of Notes held through DTC may, prior to
 the Expiration Date, withdraw the instruction given thereby by (i)
 withdrawing its acceptance through ATOP, or (ii) delivering to the Paying
 Agent by mail, hand delivery or facsimile transmission of notice of
 withdrawal of such instruction.  Such notice of withdrawal must contain the
 name and number of the DTC Participant, the principal amount of Notes to
 which such withdrawal relates and the signature of the DTC Participant. 
 Withdrawal of such an instruction will be effective upon receipt of such
 notice of withdrawal by the Paying Agent. 
  
      NOTES HELD BY RECORD HOLDERS.  A holder may withdraw its tender of
 Notes, prior to the Expiration Date, by delivering to the Paying Agent by
 mail, hand delivery or facsimile transmission of notice of withdrawal.  Any
 such notice of withdrawal must (i) specify the name of the person who
 tendered the Notes to be withdrawn, (ii) contain a description of the Notes
 to be withdrawn and identify the certificate number or numbers shown on
 the particular certificates evidencing such Notes and the aggregate
 principal amount represented by such Notes and (iii) be signed by the
 holder of such Notes in the same manner as the original signature on the
 Letter of Transmittal by which such Notes were tendered (including any
 required signature guarantees), or be accompanied by (x) documents of
 transfer in a form acceptable to May & Speh, in its sole discretion and (y)
 a properly completed irrevocable proxy that authorized such person to
 effect such revocation on behalf of such holder.   If the Notes to be
 withdrawn have been delivered or otherwise identified to the Paying Agent,
 a signed notice of withdrawal is effective immediately upon receipt by the
 Paying Agent even if physical release is not yet effected.  Any Notes
 properly withdrawn will be deemed to be not validly tendered for purposes
 of the Offer. 
  
      All signatures on a notice of withdrawal must be guaranteed by a
 recognized participant in the Securities Transfer Agents Medallion Program,
 the NYSE Medallion Signature Program or the Stock Exchange Medallion
 Program; provided, however, that signatures on the notice of withdrawal
 need not be guaranteed if the Notes being withdrawn are held for the
 account of an Eligible Institution. 
  
      A withdrawal of an instruction or a withdrawal of a tender must be
 executed by a DTC Participant or holder, as the case may be, in the same
 manner as the person's name appears on its transmission through ATOP or
 Letter of Transmittal, as the case may be, to which such withdrawal
 relates.  If a notice of withdrawal is signed by a trustee, partner,
 executor, administrator, guardian, attorney-in-fact, Agent, officer of a
 corporation or other person acting in a fiduciary or representative
 capacity, such person must so indicate when signing and must submit with
 the revocation appropriate evidence of authority to execute the notice of
 withdrawal.  A holder or DTC Participant may withdraw a tender only if such
 withdrawal complies with the provisions of this Offer to Purchase. 
  
      A withdrawal of an instruction previously given pursuant to the
 transmission of an acceptance through ATOP or a withdrawal of a tender by a
 holder may be rescinded only by (i) a new transmission of acceptance
 through ATOP, or (ii) execution and delivery of a new Letter of
 Transmittal, as the case may be, in accordance with the procedures
 described herein. 
  
 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 
  
      The following is a summary of certain United States federal income tax
 consequences to tendering Holders whose Notes are purchased pursuant to the
 Offer and is for general informational purposes only.  This summary is
 based on current laws, regulations, rulings and judicial decisions, all of
 which are subject to change, possibly with retroactive effect.  This
 summary does not address all aspects of United States federal income
 taxation that may be important to particular Holders in light of their
 individual investment circumstances or to certain types of Holders subject
 to special tax rules (e.g., insurance companies, tax-exempt organizations,
 banking institutions and broker dealers), nor does it address foreign,
 state or local income or other tax laws.  This summary assumes that Holders
 have held their Notes as capital assets. 
  
      For purposes of this summary, a "United States Holder" is a Holder
 that is (i) an individual citizen or resident of the United States for
 United States federal income tax purposes, (ii) a corporation created or
 organized in or under the laws of the United States, any state thereof or
 the District of Columbia or (iii) a partnership, trust or estate treated,
 for United States federal income tax purposes, as a domestic partnership,
 trust or estate.  A "Non-United States Holder" is any Holder that is not a
 United States Holder. 
  
 EACH HOLDER IS URGED TO CONSULT HIS OR HER TAX ADVISOR AS TO THE UNITED
 STATES FEDERAL INCOME TAX CONSEQUENCES OF TENDERING NOTES PURSUANT TO THE
 OFFER, INCLUDING THE PARTICULAR FACTS AND CIRCUMSTANCES THAT MAY BE UNIQUE
 TO SUCH HOLDER, AND AS TO ANY ESTATE, GIFT, STATE, LOCAL OR NON-UNITED
 STATES TAX CONSEQUENCES OF TENDERING THE NOTES PURSUANT TO THE OFFER. 
  
      GENERAL.  The receipt of cash by a United States Holder in exchange
 for a Note pursuant to the Offer will be a taxable transaction for United
 States federal income tax purposes.  Subject to the market discount rules
 discussed below, a tendering United States Holder will recognize capital
 gain or loss in an amount equal to the difference between (i) the amount of
 cash received (other than amounts attributable to accrued but unpaid
 interest, which will be subject to tax as ordinary income) and (ii) the
 United States Holder's adjusted tax basis in such Note.  Any such capital
 gain or loss will be long-term capital gain or loss if the holding period
 of the Note exceeds one year at the time of the consummation of the tender. 
 Under current law, noncorporate taxpayers are generally subject to tax at a
 maximum rate of 20% on net capital gain attributable to the sale of
 property held for more than 12 months.  Capital losses are subject to
 limitations on deductibility for United States federal income tax purposes. 
  
      MARKET DISCOUNT.  A Note will have "market discount" if the stated
 redemption price at maturity exceeds its tax basis in the hands of the
 United States Holder immediately after its acquisition, unless a
 statutorily defined de minimis exception applies.  Gain recognized by a
 tendering United States Holder upon the receipt of cash in exchange for a
 Note with market discount will generally be treated as ordinary income to
 the extent of the market discount accrued during such United States
 Holder's period of ownership.  This rule will not apply to a United States
 Holder who had previously elected to include market discount in income as
 it accrued for United States federal income tax purposes. 
  
      NON-UNITED STATES HOLDERS.  Under present United States federal income
 tax law, assuming certain certification requirements are satisfied (which
 include identification of the beneficial owner of a Note), and subject to
 the discussion of backup withholding set forth above under the heading
 "PROCEDURES FOR TENDERING NOTES -- Backup United States Federal Income 
 Tax Withholding": 
  
      (a)  a Non-United States Holder will not be subject to United States
           federal income tax on the capital gain realized with respect to
           his or her receipt of cash in exchange for a Note pursuant to the
           Offer, unless (1) such Non-United States Holder is an individual
           who is present in the United States for 183 days or more during
           the taxable year and certain other requirements are met or (2)
           such gain is effectively connected with the conduct of a United
           States trade or business by the Non-United States Holder; and 
  
      (b)  the amount of cash received by a Non-United States Holder that is
           attributable to accrued but unpaid interest will not be subject
           to United States federal income or withholding tax; provided that
           (1) such Non-United States Holder does not actually or
           constructively own 10% or more of the total combined voting power
           of all classes of stock of Acxiom entitled to vote, (2) such Non-
           United States Holder is not (i) a foreign tax-exempt organization
           or a foreign private foundation for United States federal income
           tax purposes or (ii) a controlled foreign corporation that is
           related to May & Speh through stock ownership, and (3) such
           interest payments are not effectively connected with the conduct
           of a United States trade or business by the Non-United States
           Holder. 
  
      The certification referred to above may be made on a United States
 Internal Revenue Service Form W-8 or substantially similar substitute form. 
  
                              THE PAYING AGENT 
  

      Harris Trust and Savings Bank has been appointed as Paying Agent for
 the Offer.  Letters of Transmittal and all correspondence in connection
 with the Offer should be sent or delivered by each Holder or a beneficial
 owner's broker, dealer, commercial bank, trust company or other nominee to
 the Paying Agent at its addresses set forth on the back page of this Offer
 to Purchase.  
  
                             FEES AND EXPENSES 
  
      May & Speh does not anticipate paying any fees and expenses, other
 than applicable filing fees and reasonable legal fees, in connection with
 the Offer. 
  
                               MISCELLANEOUS 
  
      May & Speh has filed with the Securities and Exchange Commission an
 Issuer Tender Offer Statement on Schedule 13E-4, together with exhibits,
 pursuant to Section 13(e)(1) of the Exchange Act and Rule 13e-4 of the
 Exchange Act Rules, which require the furnishing of certain additional
 information with respect to the Offer.  Such Statement and any amendments
 thereto, including exhibits, may be examined and copies may be obtained at
 the same places and in the same manner as set forth with respect to
 information concerning Acxiom and May & Speh under the caption "AVAILABLE
 INFORMATION" herein. 
  
      Acxiom and May & Speh are not aware of any jurisdiction in which the
 making of the Offer is not in compliance with applicable law.  If Acxiom or
 May & Speh becomes aware of any jurisdiction in which the making of the
 Offer would not be in compliance with applicable law, Acxiom and May & Speh
 will make a good faith effort to comply with any such law.  If, after such
 good faith effort, Acxiom and May & Speh cannot comply with any such law,
 the Offer will not be made to (nor will tenders of Notes be accepted from
 or on behalf of) the Holders residing in such jurisdiction. 
  
      NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
 REPRESENTATION ON BEHALF OF ACXIOM OR MAY & SPEH NOT CONTAINED IN THIS
 OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE,
 SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
 AUTHORIZED. 

      Facsimile copies of the Letter of Transmittal, properly completed and
 duly executed, will be accepted. The Letter of Transmittal, Notes and any
 other required documents should be sent or delivered by each Holder or its
 broker, dealer, commercial bank or other nominee to the Paying Agent at its
 addresses set forth below.  

                     THE PAYING AGENT FOR THE OFFER IS:
  
                       HARRIS TRUST AND SAVINGS BANK
  
 By Hand Delivery or            Facsimile              By Registered or
 Overnight Delivery:            Transmissions:         Certified Mail: 
 c/o Harris Trust               (Eligible              c/o Harris Trust
 Company of New York            Institutions Only)     Company of  
 88 Pine Street, 19th           (212) 701-7636         New York 
 Floor                          Confirm by             Wall Street Station 
 New York, New York             Telephone:             Post Office Box 1023 
 10005                          (212) 701-7624         New York, New York 
 Attn: Reorganization Dept.                            10268-1023 
   
      Any questions or requests for assistance or additional copies of this
 Offer to Purchase or the Letter of Transmittal may be directed to May &
 Speh at the telephone numbers and location listed below.  You may also
 contact your broker, dealer, commercial bank or trust company or nominee
 for assistance concerning the Offer.  
  
  
                          ACXIOM/MAY & SPEH, INC.
                        Attention: Eric Loughmiller
                              1501 Opus Place
                       Downers Grove, Illinois 60515
                               (630) 964-1501


