Exhibit (a)(5)(clxxii)

Exhibit

ORACLE

Important Notice Regarding the Tender Offer

This presentation reflects the opinions and beliefs of Oracle Corporation regarding matters related to the tender offer.

Oracle has not obtained the consent of the authors and publications reprinted in this presentation to the use of their material. Certain of the securities analysts whose statements are excerpted are employed by firms that have performed services for Oracle and its affiliates.

The solicitation and the offer to buy PeopleSoft’s common 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 November 3, 2004 and as subsequently amended. Stockholders should read the Amended and Restated Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain 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 MacKenzie Partners Inc., the Information Agent for the offer, or from Oracle Corporation.

ORACLE 1

Agenda

1. Executive Summary

2. $24 per Share: Best and Final Offer

3. The Alternative: Uncertain Future and Significant Price Risk

4. Oracle’s Acquisition Rationale and Strategy

5. Call to Action

ORACLE 2

Summary of Oracle’s Offer

Best and final offer: $24.00 cash per share

$9.2B total fully-diluted value

PeopleSoft stockholders must take action:

Tender shares in the Oracle tender offer by

November 19, 2004, midnight EST

Oracle will withdraw its offer if a majority of the shares are not tendered by this time

ORACLE 3

Oracle’s Offer – A Risk Free Premium Compared to the Alternative

The only alternative to Oracle’s $24 price per share is an uncertain standalone future

Oracle’s Offer:$24 All Cash Premium Offer

Cash in hand

No exit or business execution risk

Generous valuation premium

~ 60% premium to closing price prior to the original offer

Above the 52-week high closing price

Significantly above “unaffected” historical trading multiples

The Alternative: A Declining Value Proposition

PeopleSoft standalone is poorly positioned for the future

PeopleSoft’s documents and testimony reveal deteriorating revenue and earnings prospects

Special deals and other one-time deals have drained the pipeline

J.D. Edwards transaction has failed to deliver shareholder value

Lack of financial credibility

Analysts predict stock decline if Oracle drops its tender offer

ORACLE 4

Agenda

1. Executive Summary

2. $24 per Share: Best and Final Offer

3. The Alternative: Uncertain Future and Significant Price Risk

4. Oracle’s Acquisition Rationale and Strategy

5. Call to Action

ORACLE 5

$24 / Share: Implied Valuation Multiples and Premiums

($ in millions, except per share values)

PeopleSoft

Offer Price $24.00 Market Capitalization $9,182.3 Cash and Short-Term Investments 1,678.4 Enterprise Value 7,503.9

P/E Multiples(1) :

CY ‘04 $0.67 35.8x CY ‘05 0.77 31.2x

Offer Premium to:

Trailing 90-Day Average (through 10/29/04) $18.67 28.5% Closing Price as of Day Before Original Offer (6/5/03) 15.11 58.8%

(1) Forward EPS estimates based on First Call consensus as of 10/29/04.

ORACLE 6

Analysts Endorse the Oracle Offer

“We would recommend that PeopleSoft shareholders take advantage of Oracle’s $24 / share bid, as we agree with Oracle Chairman Jeff Henley’s observation that the offer represents a “substantial” premium to where PeopleSoft shares would trade without the bid. Oracle’s $24 / share offer represents a 55% premium to our fundamental valuation of $15.50 for PeopleSoft shares.”

- Charles J. Di Bona II, Bernstein ResearchNovember 2, 2004

“Oracle’s all-cash bid of $24 / share is attractive, in our opinion (31x 2005 consensus EPS), and we would advise investors to tender their shares.”

- David Hilal, CFA, Friedman Billings Ramsey November 1, 2004

“First of all, we agree with Oracle that $24 is a rich price to pay for PeopleSoft. Second, Oracle is making an ultimatum to PeopleSoft shareholders - either Oracle pays $24 / PeopleSoft share or walks away, in which PeopleSoft’s share price probably falls to the $15 - $18 range.”

- Kevin Buttigieg, A.G. EdwardsNovember 1, 2004

“We believe the latest Oracle offer is fair… We believe PeopleSoft shares could be trading significantly lower without the presence of Oracle’s bid.”

- Jim Yin, Ehrenkrantz King NussbaumNovember 1, 2004

ORACLE 7

$24 / Share: Significant Premium to Standalone Valuation

Oracle’s offer is a 56% premium to PeopleSoft’s standalone valuation as implied when antitrust clearance was uncertain

Next Twelve Months P/E MultiplesFebruary 26, 2004 (DOJ Files Suit) - September 8, 2004 (Day Before U.S. District Court Announces Decision)

32.0x 30.0x 28.0x 26.0x 24.0x 22.0x 20.0x 18.0x 16.0x 14.0x 12.0x 10.0x

2/26/2004 3/24/2004 4/21/2004 5/18/2004 6/16/2004 7/14/2004 8/10/2004 9/07/2004

Implied NTM P/E multiple @ $24 Offer Price (Current): 31.8x

9/8/04Day Before U.S. District Court Announces Decision

2/26/04DOJ Files Suit

Average: 20.4x

Source: First Call through 10/29/04.

ORACLE 8

$24 / Share: Attractive Premiums to Recent Trading Range

Next Twelve Months P/E MultiplesFebruary 26, 2004 (DOJ Files Suit) - September 8, 2004 (Day Before U.S. District Court Announces Decision)

Implied NTM P/E multiple @ $24 Offer Price (Current): 31.8x

84% Premium 17.3X Low

56% Premium 20.4X Average

30% Premium 24.4X High

Underlying Share Price: $16.82 $18.05 $18.12

(1) Represents average share price from 2/26/04 to 9/8/04.

Source: First Call through 10/29/04.

ORACLE 9

$24 / Share: Oracle’s Best and Final Offer

Oracle’s current offer on a multiple basis is truly our best offer

Next Twelve Months P/E MultiplesJanuary 2, 2004 - October 29, 2004 (Day Before Final Offer)

32.0x 30.0x 28.0x 26.0x 24.0x 22.0x 20.0x 18.0x 16.0x 14.0x

1/2/2004 2/10/2004 3/18/2004 4/26/2004 6/02/2004 7/12/2004 8/17/2004 9/23/2004 10/29/04

Implied NTM P/E multiple @ $24 Offer Price (Current): 31.8x

Implied NTM P/E multiple @ $26 Offer Price (2/4/04): 27.9x

Implied NTM P/E multiple @ $21 Offer Price (5/14/04): 22.1x

Source: First Call.

ORACLE 10

A Full, Fair and Final Offer

Daily Closing PricesJanuary 2, 2004 - October 29, 2004 (Day Before Final Offer)

$25 $24 $23 $22 $21 $20 $19 $18 $17 $16 $15

1/2/04 2/5/04 3/10/04 4/13/04 5/14/04 6/18/04 7/22/04 8/24/04 9/27/04 10/28/04

Oracle Offer: $24.00

180-day Average: $18.73 (Offer Premium: 28.1%)

90-day Average: $18.67 (Offer Premium: 28.5%)

ORACLE 11

Agenda

1. Executive Summary

2. $24 per Share: Best and Final Offer

3. The Alternative: Uncertain Future and Significant Price Risk

4. Oracle’s Acquisition Rationale and Strategy

5. Call to Action

ORACLE 12

PeopleSoft’s Standalone Future is Uncertain

PeopleSoft lacks a coherent business strategy

Reappointed Dave Duffield as CEO after he previously acknowledged he wasn’t qualified

Lost or displaced other critical executives

Admitted to insufficient investment to maintain competitive products

JD Edwards has failed to provide tangible shareholders’ benefits

Consensus EPS estimate for CY’04 today is same as it was before the JDE deal was announced

Management team has lost financial credibility

Pipeline has been exploited using one-time special deals such as golden disks (all-you-can-use software)

Maintenance deteriorating as company sells fixed price 5-to-10 year contracts at steep discounts

Consistently missed guidance provided, and withdrew CY’04 targets in entirety

ORACLE 13

Change in Management Signals a Lack of Focus and Momentum

Dave Duffield has been reappointed as CEO

Before stepping down as CEO in 1999, he made the following comment, “It takes more than a people-oriented programmer [referring to himself] to run a $1 billion company.” (1)

PeopleSoft has had turnover in many of its top positions:

Craig Conway - President & CEO

Ram Gupta - EVP of Products and Technology

Anne Jordan - General Counsel

Kyle Bowker - VP North America

Joe Davis - GM, Customer Relationship Management Division

Renee Lorton - GM, Financial Management Division

Doug Merritt - GM, Human Capital Management Division

Pat Quirk - VP & GM, Supply Chain Management Division

Brad Wilson - Marketing Chief, Customer Relationship Management Division

Dee Anna McPherson - Public Relations Director

(1) “Regrets overshadow PeopleSoft 8.0 launch”, Computing Canada, Volume 25, Issue 34, 9/10/99.

ORACLE 14

PeopleSoft Itself Is Concerned for the Company’s Product Future

“…we are fundamentally investing less absolute dollars on the initiatives we put forward than our competitors. Relative to these players they have 3 to 5 times our developer count (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 – we don’t anymore and we’re now on a subsistence diet. We basically rob from Peter to pay Paul.”

“Our practice in the past has been to cherry-pick deals from each country and capture the low-hanging fruit – I think this contrasts with SAP who makes sizeable investments in each country and then is in a position to systematically harvest future business from these countries.”

- Rick Bergquist, Chief Technology Officer, PeopleSoft, Inc.Email dated February 24, 2003

“While I am equally steamed about this, the sad reality is that the HR products group has been getting less than 8% of its revenue contribution back into its R&D budget for the past 3 years and with the budget cuts this year, we’ll likely be at the 5-6% range. This is the level of investment usually associated with a graying cash cow.”

- Doug Merritt, General Manager, HCM Products, PeopleSoft, Inc.Email dated June 12, 2002

“I could not agree with you more. TOE is good, but the resource balance is out of whack. SAP is going to eat our lunch. We are late to the game.”

Rick Bergquist, Chief Technology Officer, PeopleSoft, Inc.Email dated March 3, 2003

ORACLE 15

JD Edwards Transaction Has Failed to Deliver Shareholder Value

“Given the significant developmental projects in front of PSFT, specifically the merging of the PSFT and JDEC code bases and the transition to service-oriented architectures (SOA), we are somewhat concerned by the Q3-04 upside surprise driven by R&D savings.”

“Synergies from JDEC Merger: So far the results of the merger with JDEC are decidedly mixed.”

“One of the driving factors behind the PSFT/JDEC merger was the promise of $167-$207M in proposed revenue and cost synergies. However, one year later, PSFT’s revenue growth is essentially flat year-over-year while operating margins have shown little improvement. The fact that expenses are growing just as fast as license sales would seem to argue against any meaningful synergies, at least on the scale that PSFT has discussed in the past.”

“Overall, we expect the applications market to remain weak through 2005 and for PSFT to continue to struggle with the assimilation of JDEC.”

- Charles J. Di Bona II, Bernstein ResearchOctober 22, 2004

“(PeopleSoft) has actually taken on a lot more customers than they were previously managing as an independent entity,” [IDC analyst Albert] Pang said. “They have a much more diverse population out there with many, many layers of technology and support requirements, so it’s going to be a huge undertaking for them to make this work.”

“It remains to be seen just how much added value and revenue streams PeopleSoft can secure out of these people,” Pang said. “It may be a wild success for PeopleSoft, or it could really be just a mediocre type of performer over the next few years.”

- “PeopleSoft Faces the Toughest Problems in J.D. Edwards Merger”By Antone Gonsalves, TechWeb.com, January 5, 2004

ORACLE 16

PeopleSoft’s Track Record of Inflated Revenue and Earnings Guidance

CY’04 consensus EPS estimate back to pre-JD Edwards target

PeopleSoft CY2004 Consensus EPS

January 1, 2003 through October 29, 2004

$1.00 $0.90 $0.80 $0.70 $0.60 $0.50 $0.40

1/02/2003 3/10/2003 5/13/2003 7/17/2003 9/19/2003 11/21/2003 1/29/2004 4/02/2004 6/08/2004 8/12/2004 10/15/2004

PeopleSoft confirms that original guidance for CY’04 cannot be achieved and delays providing updated projections. - Q2 04 Earnings Call, 7/27/04

“I don’t think the Oracle bid is a current issue… certainly our financial projections are not based on any kind of fear or apprehension that could be an impact.”

--Craig Conway, Analyst Day, 9/4/03

“2004 Guidance is Highly Achievable - EPS”

- Kevin Parker, PeopleSoft Investor Presentation, March 2004

“As a company, we remain committed to the full year guidance for revenue and pro forma EPS we announced in September and reaffirmed in January.”

--Kevin Parker, Q1 04 Earnings Call, 4/22/04

CY 2004

High $0.91

Low 0.57

$0.67 10/29/04

Source: First Call.

ORACLE 17

PeopleSoft’s Management Team Lacks Financial Credibility

Company has stopped providing relevant financial guidance to the Street

Provided no guidance for Q3 2004

Provided minimal guidance for Q4 2004

PROMISED DELIVERED April 2004 (Q1 Earnings Conference Call)

License Revenue for Q2 2004 $150 - $170 million Actual: $130 million EPS for Q2 2004 $0.20 - $0.22 Actual: $0.14

March 2004 (Investor Presentation)

License Revenue for FY 2004 $700 - $715 million YTD $422.3 million EPS for FY 2004 $0.92 - $0.95 Street Consensus (1): $0.67

September 2003 (Analyst Day)

License Revenue for FY 2004 $700 - $715 million YTD $422.3 million EPS for FY 2004 $0.90 - $0.95 Street Consensus (1): $0.67

(1) Source: First Call as of 10/29/04.

ORACLE 18

PeopleSoft Has Consistently Under-Delivered in 2004

Q1 ‘04

Consensus Beginning of Year $0.20

Actual $0.17

Q2 ‘04

Consensus Beginning of Year $0.18

Actual $0.14

Q3 ‘04

Consensus Beginning of Year $0.22

Actual $0.17

CY ‘04

Mgmt.Guidance(March ‘04) $0.94

ConsensusEstimate(10/29/04) $0.67

Note: EPS for Q2 onward excludes Oracle-related costs.Source: First Call. Consensus EPS at beginning of year is as of 1/1/04.

ORACLE 19

Decline of PeopleSoft’s Long-Term Growth Rate

PeopleSoft’s Historical NTM Multiples

Period HTM P/E

$24 Offer Price 31.8x

Last 12 months average 22.8x

Last 24 months average 25.8x

Last 36 months average 29.3x

24.3% 23.4% 22.9% 21.4% 46.5x 45.9x 15.4% 13.8% 12.2% 12.1% 11.6%

13.1% 12.7% 11.6%

31.8x 26.3x 28.1x 29.3x 28.9x 28.7x 24.8x 22.9x 18.9x 23.2x

Q4 ‘01 Q1 ‘02 Q2 ‘02 Q3 ‘02 Q4 ‘02 Q1 ‘03 Q2 ‘03 Q3 ‘03 Q4 ‘03 Q1 ‘04 Q2 ‘04 Q3 ‘04

NTM P/E Consensus EPS Long Term Growth Rate

6/6/03 - Oracle announces tender offer for PeopleSoft

9/9/04 - Oracle prevails in antitrust lawsuit

10/1/04 - DOJ decides not to appeal antitrust decision

10/26/04 - EU approves the transaction

Average Price $33.09 $34.72 $21.46 $16.00 $17.67 $18.10 $16.11 $17.73 $21.10 $21.28 $18.10 $17.85

Average EPS $0.71 $0.76 $0.67 $0.61 $0.60 $0.65 $0.56 $0.62 $0.85 $0.93 $0.96 $0.77

Source: First Call through 10/29/04.

ORACLE 20

Aggressive Business Policies Hamper Future Growth Opportunities

Testimony by Kevin Parker in Delaware Court on Oct. 13

Question: “Is your company doing any golden disk deals [referring to deals with unlimited use of the entire suite of applications for a flat fee]?”

Parker: “We have created a process in place where a customer can do that, yes.”

Question: “You accelerated transactions and special deals again [referring to Q3 2004]. Yes?”

Parker: “We had special deals, yes.”

Question: “The reason analysts want to know that [referring to pipeline], because if you drained that pipeline and brought deals forward, you were just postponing the moment of truth?”

Parker: “That is one of the implications, yes.”

ORACLE 21

Analysts Believe that a Standalone PeopleSoft is Worth Approx. $15/Share

“The asset value of PeopleSoft’s underlying business has deteriorated in the face of a poor market for applications software and the company’s inability to deliver the promised returns from the JDEC acquisition… We rate PeopleSoft Underperform with a $15.50 target price.”

- Charles J. Di Bona II, Bernstein ResearchNovember 2, 2004

“We believe the range in which PeopleSoft shares would trade if the deal were terminated would be around 20x-25x 05E earnings, representing a $15-$19 valuation range.”

- Heather Bellini, UBSNovember 1, 2004

“If Oracle failed to acquire PeopleSoft and the company operated as a standalone business, we believe the shares could fall as low as $13-$14.”

- Ross MacMillan, Morgan StanleyOctober 22, 2004

“We find it hard to justify that PSFT should garner a premium valuation to those blue-chip firms [referring to its peer group including MSFT]. If we applied a 20x P/E multiple to our FY05 EPS estimate the shares would trade in the $14-$16 range.”

- Jason Maynard, Merrill LynchOctober 22, 2004

ORACLE 22

Agenda

1. Executive Summary

2. $24 per Share: Best and Final Offer

3. The Alternative: Uncertain Future and Significant Price Risk

4. Oracle’s Acquisition Rationale and Strategy

5. Call to Action

ORACLE 23

Oracle’s Acquisition Rationale

Combination will be more competitive against Microsoft, IBM, SAP and others in EAS and broader technology stack

Access to PeopleSoft customer base and its annuity revenue stream from maintenance

Critical goal to maintain and satisfy customers

Opportunity to sell add-on products and services

Increase R&D investments to accelerate next-generation products

Spread incremental fixed costs over larger customer base

Facilitate higher levels of innovation and increase competitiveness in applications and technology

Low risk acquisition based on planned integration strategy

Accretive to operations excluding amortization

ORACLE 24

One Stop Shop in the Technology Arena

ORACLE Microsoft IBM SAP open source

Consulting Services Applications Development Tools Middleware Suite Database Operating System

Oracle Consulting E-BusinessSuite Oracle Tools / J2EE ApplicationServer 10g Database 10g Linux

Partners MicrosoftBusiness Solutions Visual Studio .NET .NET MS SQL Server Windows IBM GlobalServices Partners

Rational / WebSphere WebSphere DB2 Linux SAP Consulting mySAP NetWeaver / J2EE NetWeaver MySQL and others Linux

Partners Partners J2EE JBoss/Apache MySQL Linux

Source: Adapted from Microsoft and IBM documents disclosed during U.S. vs Oracle antitrust trial.

ORACLE 25

Low-Risk Integration Strategy

One Brand: Customers are strategically seeking a vendor with a broader, expanding, well-integrated offering across the software stack

One Product Vision: Future major architectural upgrade would be to Oracle E-Business Suite only as superset product

Incorporate best features of both companies’ applications

Accelerate innovation through focus of efforts

Continue required resources for PeopleSoft product line maintenance and enhancements

One Go-To-Market Strategy: Market single product vision to avoid confusion and optimize allocation of resources

One Global Infrastructure: Provide global support from consolidated Oracle facilities; rationalize duplicate G&A organizations

ORACLE 26

Accretive Transaction to Oracle Shareholders

Accretive to our shareholders, excluding amortization of intangibles

Goal to be GAAP accretive by the end of the second year

Earnings contribution from PeopleSoft will expand over time

Cross-sell and up-sell additional applications and modules

Offer Oracle’s On Demand outsourcing services to PeopleSoft customers

Provide one-stop shopping with access to full range of infrastructure software

Cost savings are significant and readily achievable

Our management team has extensive experience in cost reduction and efficiency programs

Will provide revenue and earnings guidance upon the completion of the transaction

ORACLE 27

Agenda

1. Executive Summary

2. $24 per Share: Best and Final Offer

3. The Alternative: Uncertain Future and Significant Price Risk

4. Oracle’s Acquisition Rationale and Strategy

5. Call to Action

ORACLE 28

PeopleSoft Shareholders: How to Tender Your Shares

Get copies of the Offer to Purchase, the Letter of Transmittal, and related documents free from MacKenzie Partners, the information agent for the Offer

Send the Amended and Restated Letter of Transmittal and certificates for Shares and any other required documents to the Depositary for the Offer, American Stock Transfer & Trust Company

Questions and requests for assistance can be directed to MacKenzie Partners, Inc. at (800) 322-2885 (toll-free) or (212) 929-5500, or by e-mail proxy@mackenziepartners.com

Tender shares in the Oracle tender offer by November 19, 2004, midnight EST

Oracle will withdraw its offer if a majority of the shares are not tendered by this time

ORACLE 29

Registered Holder Tender Process

Registered holders own physical certificates of PeopleSoft stock

MacKenzie Partners will mail each registered holder a complete set of tender offer materials

To tender shares, the following materials must be sent to American Stock Transfer & Trust Company (the depositary) in the brown kraft envelope provided

Letter of transmittal

Stock certificates (do not endorse)

Method 1: Registered mail with return receipt is recommended. The letter of transmittal and stock certificates must be received no later than November 19, 2004, midnight EST

Method 2: Bring stock certificates along with Notice of Guaranteed Delivery form to a financial institution who participates in any of the accepted medallion programs. The financial institution will “stamp” the form and deliver the certificates to the depositary within 3 business days

ORACLE 30

Street Name Holder Tender Process

Shares are held on behalf of the owners by custodial banks or brokers

MacKenzie Partners will deliver sets of tender offer materials to custodians who request them on behalf of beneficial owners

The custodians will mail the tender offer materials to the owners via first class mail

The custodians will provide instructions to the owners on how to tender. Tender instructions are sent to the custodians, not the depositary. Depending on the custodian, tender instructions can be transmitted via mail, fax, internet, email or telephone

Custodians will transmit the owners’ instructions via computer network to the Depositary Trust Company (DTC). Once received by the DTC, the shares are electronically removed from the owners’ accounts and can no longer be traded by the owner unless withdrawn

DTC transmits the instructions to the depositary instantaneously

ORACLE 31