Exhibit (a)(5)(cxxxviii)

1

Update on M&A /PeopleSoft Transaction Safra Catz

stock is only made pursuant to the Offer to Purchase and related materials that Oracle Corporation and Pepper Acquisition Corp. filed on June 9, 2003, as amended and restated on February 12, 2004 and as subsequently Stockholders should read the amended and Stockholders can obtain MacKenzie Partners, the Information Agent for Disclaimer The solicitation and the offer to buy PeopleSoft’s common amended. restated Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. the amended and restated Offer to Purchase and related materials free at the SEC’s website at www.sec.gov, from Credit Suisse First Boston LLC, the Dealer Manager for the offer, from the offer, or from Oracle Corporation.

• standards markets flow existing months cash

• Strategy in and

• plan 12-18 segments expertise in compelling margins entry strategic opportunities market operations flows Oracle customer segment 5-year cash meet talent up-sell types extension/enhancement vertical from to Acquisition market requirements Advances Discounted Potential and technologies Incremental Platform New Industry Accretive Management Cross New

• Acquisition – – – – Minimum – – – Benefits – – –

• Oracle y y y

• strategy annuity products

• base Rationale amortization its services Oracle increase

• integration and customer

• base customers and and technology excluding stated satisfy improve larger and on products to over innovation

• Strategic and

• based customer maintenance add-on costs of applications operations from maintain sell fixed levels in PSFT to to investments added higher

• from PeopleSoft goal R&D of acquisition stream to

• risk Critical Opportunity Spread Facilitate competitiveness

• Accretive Low Access revenue – Increase – –

• Recap y y y y

5

Partners Broad based GNOME Office Star Office J2EE / JBoss OpenforBusiness MySQL Linux IBM Global Services & Partners Broad based Star Office Rational / WebSphere WebSphere DB2 Linux Oracle and Partners Broad based Star Office Oracle Tools / J2EE Oracle Oracle Linux s internal Project Green update presentation dated July 30, 2003.

‘

Combination makes us more competitive against Microsoft, IBM, SAP, others in broader technology stack Partners Broad based MS Office Visual Studio .NET .NET MS SQL Server Windows

Recap of PSFT Strategic Rationale y Service Applications Desktop Tools APS Database Operating Source: Rendering based on Microsoft

• Issues weeks with restarted

• 6 to

• 2 being

• 20

• March in Commission 26 on July July clock to for of Antitrust dates 7 Walker European weeks February trial June Judge requested of on scheduled as ~5 set from from providing ran are within Oracle Walker is analysis trial decision arguments Oracle for Status against arguments a decision filed Vaughn Oracle closing data a States vs. parallel, Expect Suit Judge US Closing Anticipate after In further

• United – – – – – Europe –

• Current y y

Extended support for P7 and P8; 10-year public commitment; includes support and enhancements Free module-for-module upgrades and database licenses Larger apps development budget; less risk to IT investments Development of future version that combines the best features and functions One stop global support for apps, database and other technologies from a stronger vendor

PeopleSoft Customer Benefits y y y y y

Cash in hand; no exit risk The $21.00 offer price is 22% above the current stock trading price Avoid ongoing operating uncertainty of PSFT- JDEC 4-product-line merger across two states Avoid ongoing sales execution risk resulting from pipeline drainage and lack of cross-sell opportunities with JDEC

PeopleSoft Shareholder Benefits y y y y

7/2/04 6/2/04 5/2/04 4/2/04 3/2/04 $17.18 (Offer Premium: 22.2%) 2/2/04 $15.11 (Offer Premium: 39.0%) 1/2/04 $17.83 (Offer Premium: 17.8%) 12/2/03 11/2/03 $21.00 10/2/03

Trailing 60-Day Average: Close on Last Trading Day (July 12): Close Before Oracle Initial Offer: 9/2/03

Oracle Offer: 8/2/03

7/2/03 6/2/03 Current Offer Represents A Generous Premium Daily Closing Prices from June 2, 2003 to July 12, 2004 $24 $23 $22 $21 $20 $19 $18 $17 $16 $15 $14

(1)

30.4x Oracle Offer

(1)

24.9x Current

25.6x 12/31/2003 26.9x 1 Year Average 28.7x 2 Year Average

Falling P/E’s driven by underperformance relative to peers and aggressive, back-end-loaded revenue and earnings targets 35.0x 30.0x 25.0x 20.0x Average forward multiples represent average of daily 1 year forward calendar year multiples using I/B/E/S consensus estimates. Closing price of $17.18 on July 12, 2004. Assumes CY 2004 EPS of $0.69, the current I/B/E/S consensus estimate.

Multiple P/E Forward Note:

Current Offer is Very Compelling on A Pro Forma P/E Basis y (1)

Pre-announcement stated approx. -11% to -24%) Results in y-over-y pro forma license revenue decline of -17% to -19% quarter (e.g., fiscal quarter ending 2Q’04 license revenue guidance was originally $150-170 million license revenue expected in range of $129-133 million (miss of

y y y fiscal quarters are equivalent to the closest previous calendar ‘ preannouncement on July 7, 2004 (total of 17 analysts). s

‘

(10.1%) 2004E (2) PSFT

(1) PSFT guidance: +11% to +14% $566mm Pro forma calculations assume J.D. Edwards J.D. Edwards did not file a 10-Q for Q3 FY 2003, pro forma calculations assume estimates per Prudential Research dated May 28, 2003.

(17.1%) 2003 $630mm (13.5%) 2002 $760mm

Pro Forma YoY License Revenue Growth (3.9%) 2001 $879mm License revenue pro forma for the acquisition of J.D. Edwards. January 31 is equivalent to calendar quarter ending December 31). Based on average CY 2004 license revenue estimates from financial analysts reporting after

PeopleSoft License Revenue Continues to Decline 0% (5%)

(10%) (15%) (20%) (25%) Pro Forma License Rev (1) (2)

“

“ “ slow cross selling

. Adam Holt, JP Morgan, July 7, 2004

Jason Maynard, Merrill Lynch, July 7, 2004 - Bona, Sanford Bernstein, July 7, 2004

“ “

- Charles Di Patrick Mason, Pacific Growth Equities, July 6, 2004 -

- ability to reap the top-line synergies s

, c) weakness in the manufacturing and retail verticals, d) ‘ may have been pulling order forward into prior

, and the core PeopleSoft product cycle has been played out. weakness in both JDEC/PSFT business, b) skeptical about PSFT PSFT anticipated cross selling opportunities from the J.D. Edwards acquisition at the level we originally planned in our initial estimates it affirms our fundamental thesis that there are no synergies from the JD a) in order to meet elevated expectations and guidance.

We believe the While it would be convenient to blame this miss [Q2 2004] completely on the Oracle trial we our checks revealed We have been and remain We have been concerned that

Attributable to Internal Execution Problems According to Research “ have not progressed “ think Edwards/ PeopleSoft merger “… activity between JDEC and PSFT lower new module attach rates with upgrades to PSFT 8, and e) challenges in Europe. “ and operating margin efficiencies from the JDEC merger “ quarters

PSFT Management Guidance 1-Jul-04 $0.95 $0.69 Current I/B/E/S Consensus 18-May-04 5-Apr-04 23-Feb-04 8-Jan-04

24-Nov-03 FactSet) shown daily from June 5, 2003 to July 12, 2004.

13-Oct-03

Compared to management guidance of $0.90 - 29-Aug-03

18-Jul-03

Since February 2004, 9 analysts have downgraded PeopleSoft’s stock Post Q2’s earnings preannouncement, EPS estimates have decreased over 20% for CY 2004 to $0.69 – 5-Jun-03

Which Has Resulted In Declining Analyst Confidence with PSFT y y $1.00 $0.95 $0.90 $0.85 $0.80 $0.75 $0.70 $0.65 $0.60 $0.55 $0.50 CY 2004 EPS estimate per First Call consensus (from

Estimate EPS Note:

“ t

‘ we don

– Email dated February 24, 2003 sub-par etc), much lower            , and not nearly Email dated June 12, 2002

on the initiatives we put forward times our developer count future business from these Rick Bergquist, Chief Technology Officer, PeopleSoft … - m comfortable with …”

‘ Doug Merritt, General Manager, HCM Products, PeopleSoft

We basically rob from Peter to pay Paul. d like to see in key areas -

I think this contrasts with SAP who makes sizeable investments in ‘ re now on a subsistence diet. –fundamentally investing less absolute dollars ‘ we are (and probably in most other areas too). Yet we are trying to cover fundamentally the same footprint that they do. To overcome this, we had a boost from Momentum funds anymore and we Our practice in the past has been to cherry-pick deals from each country and capture “ everything is a trade off and this development work has come at the cost of PeopleSoft’s Own Internal Comments on Its Future “… than our competitors. Relative to these players they have 3 to 5 “ the low-hanging fruit each country and then is in a position to systematically harvest countries. “… investment in many of our existing products (Benefits, Core HR quality in design, development and release than I the level of investment that I

PeopleSoft’s Own Internal Comments on Its Future

We in the

the extensive Press release dated July 7, 2004 the Rick Sherlund, Goldman Sachs Craig Conway, President & CEO, PeopleSoft - Research report dated July 9, 2004 -

“

.

PeopleSoft’s explanation – Although we have been able to meet or exceed our financial projections since Oracle launched their hostile tender offer more than a year ago, publicity of the antitrust trial during the last month of our quarter was impossible to completely overcome

Market’s understanding – There are many theories circulating in an effort to explain why we have “

Reality of the Marketplace y “ y “ witnessed so many preannouncements in the software sector this quarter. would characterize many of these explanations as sideshows, with main issue being a combination of a tougher spending environment US, which affects the weaker players the most, and ongoing industry consolidation.

Q U E S T I O N S A N S W E R S