

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                      
                               SCHEDULE 13E-4
  
                       ISSUER TENDER OFFER STATEMENT
   (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
  
                             ACXIOM CORPORATION
                              (Name of Issuer)
                                       
                          ACXIOM/MAY & SPEH, INC.
                    (Name of Person(s) Filing Statement)
                                       
               51/4% CONVERTIBLE SUBORDINATED NOTES DUE 2003
                       (Title of Class of Securities)
                                       
                                  57777AAA
                   (CUSIP Number of Class of Securities)
  
                              ERIC LOUGHMILLER
                          Acxiom/May & Speh, Inc.
                              1501 Opus Place
                       Downers Grove, Illinois 60515
                               (630) 964-1501
               (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications on Behalf of the Person(s)
                             Filing Statement)

                                 COPIES TO:
  
                          J. MICHAEL SCHELL, ESQ.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                              919 Third Avenue
                             New York, NY 10022
                               (212) 735-3000

                               October 23, 1998
   (Date Tender Offer First Published, Sent or Given to Security Holders)
  
                         CALCULATION OF FILING FEE
 --------------------------------------------------------------------------
      Transaction Valuation*:       Amount of Filing Fee:
 --------------------------------------------------------------------------
      $115,838,542                  $23,168
 --------------------------------------------------------------------------
      * The transaction value shown is only for the purpose of calculating
 the filing fee.  The amount shown reflects the cost of purchasing
 $115,000,000 principal amount of Notes at the repurchase price (100% of the
 principal amount of the Notes, plus accrued interest to the date of
 repurchase) as of November 20, 1998 (the initial expiration date of the
 Offer).  The amount of the filing fee is calculated in accordance with
 Section 13(e)(3) of the Securities Exchange Act of 1934, as amended. 
  
 ( )  Check box if any part of the fee is offset as provided in Rule 0-
      11(a)(2) and identify the filing with which the offsetting fee was
      previously paid. Identify the previous filing by registration number,
      or the Form or Schedule and the date of its filing. 
  
      Amount Previously Paid:                            Filing Party: 
      Form or Registration No.:                          Date Filed 



                             INTRODUCTORY NOTE 
  
      This Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement")
 is filed pursuant to Rule 13e-4 under the Securities Exchange Act of 1934,
 as amended (the "Act"), and relates to the offer by Acxiom/May & Speh, Inc.
 ("May & Speh"), a wholly owned subsidiary of Acxiom Corporation ("Acxiom")
 to purchase for cash, on the terms and subject to the conditions set forth
 in the attached Offer to Purchase dated October 23, 1998 (the "Offer
 to Purchase" and the related Letter of Transmittal (the "Letter of
 Transmittal") all of its outstanding 51/4% Convertible Subordinated Notes
 due 2003 (the "Notes").  The Notes are currently convertible into shares of
 Common Stock, par value $.10 per share of Acxiom ("Acxiom Common Stock") at
 a conversion price of  $19.89 per share of Acxiom Common Stock. 
  
      Copies of the Offer to Purchase and the related Letter of Transmittal
 have been filed as Exhibits to this Statement.  All cross-references below
 are to the Notice and the Proxy Statement, which are incorporated herein by
 reference.  Capitalized terms used but not defined herein shall have the
 meanings set forth in the Offer to Purchase. 
  
 Item 1.   Security and Issuer 
  
           (a)  The issuer of the Notes is Acxiom Corporation.  Acxiom's
                principal executive offices are located at 301 Industrial
                Boulevard, Conway, Arkansas,  72033 and its telephone number
                is (501) 336-1000.
  
           (b)  The securities which are the subject of the Offer are the 5
                1/4% Convertible Subordinated Notes due 2003 originally
                issued by May & Speh, a wholly owned subsidiary of Acxiom. 
                The Notes are convertible into 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.  As of the date hereof,  there was
                $115,000,000 in aggregate principal amount of Notes
                outstanding.  The Offer is 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 in denominations of $1,000
                principal amount of Notes or integral multiples of $1,000. 
                To the knowledge of Acxiom and May & Speh, no Notes are
                being purchased from any officer, director or affiliate of
                Acxiom or May & Speh.
  
           (c)  The information set forth under the caption "MARKET PRICE
                INFORMATION" in the Offer to Purchase is incorporated herein
                by reference.
  
           (d)  The person filing this Statement is May & Speh.  May &
                Speh's principal executive offices are located at 1501 Opus
                Place, Downers Grove, Illinois  60515 and its telephone
                number is (630) 964-1501.
  
 Item 2.   Source and Amount of Funds or Other Consideration. 
  
           (a)-(b)        The information set forth under the caption
                          "SOURCE AND AMOUNT OF FUNDS" in the Offer to
                          Purchase is incorporated herein by reference. 
  
 Item 3.   Purpose of the Tender Offer and Plans or Proposals of the Issuer
           or Affiliates. 
  
           The information set forth under the captions "GENERAL" and
           "PURPOSE AND EFFECTS OF THE OFFER" in the Offer to Purchase is
           incorporated herein by reference.  Upon repurchase, the Notes
           will cease to be outstanding and will be delivered to Harris
           Trust and Savings Bank, as Trustee, for cancellation immediately
           after such purchase. 
  
      (a)  The information set forth under the caption "PURPOSE AND EFFECTS
           OF THE OFFER" in the Offer to Purchase is incorporated herein by
           reference. 
      (b)  The information set forth in the cover page of the Offer to
           Purchase is incorporated herein by reference. 
      (c)  None. 
      (d)  None. 
      (e)  None. 
      (f)  None. 
      (g)  None. 
      (h)  The information set forth under the caption "PURPOSE AND EFFECTS
           OF THE MERGER" is incorporated herein by reference. 
      (i)  The information set forth under the captions "AVAILABLE
           INFORMATION" and "PURPOSE AND EFFECTS OF THE MERGER" is
           incorporated herein by reference. 
      (j)  The information set forth under the captions "AVAILABLE
           INFORMATION" and "PURPOSE AND EFFECTS OF THE MERGER" is
           incorporated herein by reference. 
  
 Item 4.   Interest in Securities of the Issuer. 
  
           None 
  
 Item 5.   Contracts, Arrangements, Understandings or Relationships with
           Respect to the Issuer's Securities. 
  
           The information set forth under the captions "GENERAL," "PURPOSE
           AND EFFECTS OF THE OFFER," "SOURCE AND AMOUNT OF FUNDS" and the
           cover page of the Offer to Purchase is incorporated herein by
           reference. 
  
 Item 6.   Persons Retained, Employed or to be Compensated. 
  
           The information set forth under the caption "THE PAYING AGENT" in
           the Offer to Purchase is incorporated herein by reference. 
  
 Item 7.   Financial Information. 
       
           (a)  The following documents filed by Acxiom (File No. 0-13163)
                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 (File No. 0-27872)
           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 Statement 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 Statement. 
  
      (b)  Not applicable. 
  
 Item 8.   Additional Information. 
  
      (a)  None. 
  
      (b)  None. 
  
      (c)  Not applicable. 
  
      (d)  None. 
  
      (e)  The information set forth in the Offer to Purchase is
           incorporated herein by reference.  Reference is hereby made to
           the exhibits hereto which are incorporated in their entirety
           herein by reference. 
  
 Item 9.   Material to be Filed as Exhibits. 
  
      Exhibit No.               Description 
  
      (a)-(1)         -         Offer to Purchase, dated October 23,
                                1998. 
  
      (a)-(2)         -         Letter of Transmittal. 
  
      (a)-(3)         -         Notice of Guaranteed Delivery. 
  
      (a)-(4)         -         Letter to Clients. 
  
      (a)-(5)         -         Letter to Brokers, Dealers, Commercial
                                Banks, Trust Companies and Other Nominees. 
  
      (b)(1)          -         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.
 
      (b)(2)          -         Demand Note, dated September 18, 1998,
                                from Acxiom to May & Speh. 



                                 SIGNATURE 
  
      After due inquiry and to the best of my knowledge and belief, I
 certify that the information set forth in this Statement is true, complete
 and correct.  
  
  
 Dated:  October 23, 1998                ACXIOM/MAY & SPEH, INC. 
  
  
                                         By /s/ Eric Loughmiller
                                           ------------------------------
                                           Name:  Eric Loughmiller
                                           Title: Chief Financial Officer  


