SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 77

to

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

PEOPLESOFT, INC.

(Name of Subject Company)

PEPPER ACQUISITION CORP.

ORACLE CORPORATION

(Names of Filing Persons—Offeror)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

712713106

(Cusip Number of Class of Securities)

Daniel Cooperman

Senior Vice President, General Counsel and Secretary

Oracle Corporation

500 Oracle Parkway

Redwood City, California 94065

Telephone: (650) 506-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

William M. Kelly

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, California 94025

Telephone: (650) 752-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$8,805,154,344	$857,534

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 366,881,431 (the number of shares of common stock of the subject company outstanding as of August 3, 2004 (according to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the subject company on August 9, 2004) by $24.00 (the purchase price per share offered by Offeror).

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and (i) with respect to the fee paid on February 4, 2004, equals 0.00012670% of the transaction valuation based on Fee Rate Advisory #7 for Fiscal Year 2004 issued by the Securities and Exchange Commission on January 28, 2004, and (ii) with respect to fees paid prior to February 4, 2004, equals 0.00008090% of the transaction valuation based on Fee Rate Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$270,941	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T/A	Date Filed:	February 4, 2004
Amount Previously Paid:	$87,131	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T/A	Date Filed:	July 24, 2003
Amount Previously Paid:	$89,647	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T/A	Date Filed:	June 18, 2003
Amount Previously Paid:	$409,815	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T	Date Filed:	June 9, 2003

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

Items 1 through 9, and Item 11.

This Amendment No. 77 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on June 9, 2003, as amended, by Oracle Corporation, a Delaware corporation (“Parent”), and Pepper Acquisition Corp. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Parent. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share, and the associated preferred stock purchase rights (together, the “Shares”), of PeopleSoft, Inc., a Delaware corporation (the “Company”), at $24.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated November 3, 2004, as amended (the “Amended and Restated Offer to Purchase”), and in the related Amended and Restated Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The information set forth in the Amended and Restated Offer to Purchase and the related Amended and Restated Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

Item 10.    Financial Statements.

Not applicable.

Item 12.    Exhibits.

(a)(1)(i)	Offer to Purchase dated June 9, 2003.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement dated June 9, 2003.*
(a)(1)(viii)	Amended and Restated Offer to Purchase dated July 24, 2003.*
(a)(1)(ix)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xi)	Amended and Restated Offer to Purchase dated February 12, 2004.*
(a)(1)(xii)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(xiii)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xiv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(xv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xvi)	Amended and Restated Offer to Purchase dated November 3, 2004.*
(a)(l)(xvii)	Form of Amended and Restated Letter of Transmittal.*
(a)(l)(xviii)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(l)(xix)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xx)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)(i)	Text of press release issued by Parent, dated June 6, 2003.*

(a)(5)(ii)	Text of press release issued by Parent, dated June 9, 2003.*
(a)(5)(iii)	Text of information on Parent’s website, posted June 10, 2003.*
(a)(5)(iv)	Text of press release issued by Parent, dated June 10, 2003.*
(a)(5)(v)	Slide presentation by Parent, dated June 13, 2003.*
(a)(5)(vi)	Text of press release issued by Parent, dated June 13, 2003.*
(a)(5)(vii)	Complaint and Jury Demand filed in the District Court for the City and County of Denver, Colorado on June 12, 2003.*
(a)(5)(viii)	Complaint filed in the Superior Court of the State of California, County of San Mateo on June 12, 2003.*
(a)(5)(ix)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(x)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xi)	Complaint filed in the Superior Court of the State of California, County of Alameda on June 13, 2003.*
(a)(5)(xii)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(xiii)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xiv)	Text of information on Parent’s website, posted June 16, 2003.*
(a)(5)(xv)	Text of press release issued by Parent, dated June 18, 2003.*
(a)(5)(xvi)	Complaint filed in the Court of Chancery of the State of Delaware, New Castle County, on June 18, 2003.*
(a)(5)(xvii)	Transcript of Conference Call held by Parent on June 18, 2003.*
(a)(5)(xviii)	Investor presentation by Parent, dated June 18, 2003.*
(a)(5)(xix)	Complaint filed in the United States District Court for the District of Connecticut on June 18, 2003.*
(a)(5)(xx)	Advertisement placed by Parent on June 19, 2003.*
(a)(5)(xxi)	Email statement to press issued by Parent, dated June 18, 2003.*
(a)(5)(xxii)	Text of press release issued by Parent, dated June 20, 2003.*
(a)(5)(xxiii)	Advertisement placed by Parent on June 23, 2003.*
(a)(5)(xxiv)	Text of press release issued by Parent, dated June 24, 2003.*
(a)(5)(xxv)	Advertisement placed by Parent on June 27, 2003.*
(a)(5)(xxvi)	Text of email message to Parent employees dated June 26, 2003.*
(a)(5)(xxvii)	Email statement to press issued by Parent, dated June 29, 2003.*
(a)(5)(xxviii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxix)	Text of information on Parent’s website, posted June 30, 2003.*
(a)(5)(xxx)	Letter to PeopleSoft customers, dated June 30, 2003.*
(a)(5)(xxxi)	Case study dated June 30, 2003.*
(a)(5)(xxxii)	Information regarding Parent customer support dated June 30, 2003.*
(a)(5)(xxxiii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxxiv)	Text of press release issued by Parent, dated July 1, 2003.*
(a)(5)(xxxv)	Text of press release issued by Parent, dated July 2, 2003.*
(a)(5)(xxxvi)	Text of press release issued by Parent, dated July 3, 2003.*
(a)(5)(xxxvii)	Amended text of information on Parent’s internal website, posted July 9, 2003.*
(a)(5)(xxxviii)	Text of material prepared for presentation to analysts, dated July 9, 2003.*

(a)(5)(xxxix)	Transcript of portion of webcast presentation to analysts pertaining to the tender offer, dated July 9, 2003.*
(a)(5)(xxxx)	Text of e-mail message to PeopleSoft User Group, dated July 10, 2003.*
(a)(5)(xxxxi)	Advertisement placed by Parent on July 11, 2003.*
(a)(5)(xxxxii)	Text of press release issued by Parent, dated July 14, 2003.*
(a)(5)(xxxxiii)	Text of letter to partners, sent July 14, 2003.*
(a)(5)(xxxxiv)	Questions and answers for PeopleSoft customers, dated July 14, 2003.*
(a)(5)(xxxxv)	Text of press release issued by Parent, dated July 15, 2003.*
(a)(5)(xxxxvi)	Advertisement placed by Parent on July 15, 2003.*
(a)(5)(xxxxvii)	Transcript of “town hall” presentation to PeopleSoft customers, dated July 17, 2003.*
(a)(5)(xxxxviii)	Advertisement placed by Parent on July 2, 2003.*
(a)(5)(il)	Advertisement placed by Parent on June 30, 2003.*
(a)(5)(l)	Text of press release issued by Parent, dated July 17, 2003.*
(a)(5)(li)	Transcript of “Oracle Beat” presentation to Parent employees, dated July 17, 2003.*
(a)(5)(lii)	Text of press release issued by Parent, dated July 24, 2003.*
(a)(5)(liii)	Text of press release issued by Parent, dated August 8, 2003.*
(a)(5)(liv)	Transcript of portion of webcast comments pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lv)	Transcript of portion of webcast Q&A session pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lvi)	Text of portion of slide presentation pertaining to the tender offer, prepared for CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lvii)	Text of press release issued by Parent on August 12, 2003.*
(a)(5)(lviii)	Text of information on Parent’s website, posted August 15, 2003.*
(a)(5)(lix)	Text of letter to customers, sent August 22, 2003.*
(a)(5)(lx)	Notice of “town hall” meeting, sent August 22, 2003.*
(a)(5)(lxi)	Comments by Parent spokesman, provided August 26, 2003.*
(a)(5)(lxii)	Text of press release issued by Parent, dated August 27, 2003.*
(a)(5)(lxiii)	Transcript of “town hall” presentation to PeopleSoft customers, dated September 3, 2003.*
(a)(5)(lxiv)	Text of press release issued by Parent, dated September 4, 2003.*
(a)(5)(lxv)	Text of employee announcement on Parent’s internal website, dated September 10, 2003.*
(a)(5)(lxvi)	Stipulation and Order Dismissing Case Without Prejudice filed in the Superior Court of the State of California, County of San Mateo on August 15, 2003.*
(a)(5)(lxvii)	Order Granting Stipulation Dismissing Case Without Prejudice, issued by the District Court for the City and County of Denver, Colorado on August 18, 2003.*
(a)(5)(lxviii)	First Amended Complaint filed in the Superior Court of the State of California, County of Alameda on August 12, 2003.*
(a)(5)(lxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on September 11, 2003.*
(a)(5)(lxx)	Amended Complaint filed in the United States District Court for the District of Connecticut on August 4, 2003.*
(a)(5)(lxxi)	Defendant’s Motion to Dismiss and related documents filed in the United States District Court for the District of Connecticut on August 18, 2003.*

(a)(5)(lxxii)	Transcript of portion of earnings conference call pertaining to tender offer, held September 12, 2003.*
(a)(5)(lxxiii)	Text of press release issued by Parent on October 10, 2003.*
(a)(5)(lxxiv)	Transcript of portion of annual meeting pertaining to tender offer, held October 13, 2003.*
(a)(5)(lxxv)	Redacted slide presentation from annual meeting held October 13, 2003.*
(a)(5)(lxxvi)	Amended text of information on Parent’s internal website dated September 4, 2003.*
(a)(5)(lxxvii)	Order entered by the Superior Court of the State of California, County of Alameda on November 5, 2003.*
(a)(5)(lxxviii)	Text of email message to analysts, dated October 27, 2003.*
(a)(5)(lxxix)	Text of press release issued by Parent on November 7, 2003.*
(a)(5)(lxxx)	Motion to Expedite Proceedings (redacted) filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxi)	Notice of Motion, Motion for Preliminary Injunction and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxii)	Notice of Motion, Motion for Leave to File Amended Complaint and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiii)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiv)	Transcript of portion of presentation to Goldman Sachs Software Retreat pertaining to tender offer, held November 13, 2003.*
(a)(5)(lxxxv)	Text of email message to Parent employees dated November 17, 2003.*
(a)(5)(lxxxvi)	Text of press release issued by Parent on November 24, 2003.*
(a)(5)(lxxxvii)	Transcript of conference call held by Parent on November 24, 2003.*
(a)(5)(lxxxviii)	Text of information on Parent’s website, posted November 25, 2003.*
(a)(5)(1xxxix)	Notice of Motion, Revised Motion for Leave to File Amended Complaint and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on December 8, 2003.*
(a)(5)(1xxxx)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on December 8, 2003.*
(a)(5)(lxxxxi)	Second Amended Complaint (Redacted) filed in the Superior Court of the State of California, County of Alameda on December 12, 2003.*
(a)(5)(lxxxxii)	Text of press release issued by Parent on December 19, 2003.*
(a)(5)(lxxxxiii)	Transcript of portion of presentation to Soundview Investor Bus Tour pertaining to tender offer, held January 7, 2004.*
(a)(5)(lxxxxiv)	Text of press release issued by Parent on January 23, 2004.*
(a)(5)(lxxxxv)	Text of press release issued by Parent on February 4, 2004.*
(a)(5)(lxxxxvi)	Text of communication to customers dated February 4, 2004.*
(a)(5)(lxxxxvii)	Text of information on Parent’s website, posted February 4, 2004.*
(a)(5)(lxxxxviii)	Form of summary advertisement dated February 5, 2004.*
(a)(5)(lxxxxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on January 20, 2004.*
(a)(5)(c)	Transcript of portion of Corporate Q&A at AppsWorld Financial Analyst Day pertaining to the tender offer, held January 28, 2004.*

(a)(5)(ci)	Text of press release issued by Parent on February 9, 2004.*
(a)(5)(cii)	Text of press release issued by Parent on February 10, 2004.*
(a)(5)(ciii)	Transcript of portion of comments to Merrill Lynch Computer Services and Software: CEO Conference 2004, held February 11, 2004.*
(a)(5)(civ)	Text of letter to PeopleSoft Stockholder dated February 17, 2004.*
(a)(5)(cv)	Text of letter to PeopleSoft Stockholder dated February 12, 2004; first distributed February 17, 2004.*
(a)(5)(cvi)	Investor Presentation by Parent, dated February 17, 2004.*
(a)(5)(cvii)	Text of press release issued by Parent on February 17, 2004.*
(a)(5)(cviii)	Text of information on Parent’s website, posted February 17, 2004.*
(a)(5)(cix)	Investor Presentation by Parent, dated February 25, 2004.*
(a)(5)(cx)	Text of Editorial in The Wall Street Journal, published February 23, 2004; redistributed by Parent on February 25, 2004.*
(a)(5)(cxi)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.*
(a)(5)(cxii)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.*
(a)(5)(cxiii)	Text of press release by Parent, dated February 26, 2004.*
(a)(5)(cxiv)	Text of press release by Parent, dated February 26, 2004.*
(a)(5)(cxv)	Complaint filed in the United States District Court for the Northern District of California, San Francisco Division on February 26, 2004.*
(a)(5)(cxvi)	Transcript of presentation to Quest User Group, held March 1, 2004.*
(a)(5)(cxvii)	Text of letter to J.D. Edwards customers, dated March 1, 2004.*
(a)(5)(cxviii)	Answer by Parent filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxix)	Text of email message to Parent employees dated March 5, 2004.*
(a)(5)(cxx)	Email statement to press issued by Parent, dated March 12, 2004.*
(a)(5)(cxxi)	Text of press release by Parent, dated April 15, 2004.*
(a)(5)(cxxii)	Transcript of portion of comments to JP Morgan Technology & Telecom Conference pertaining to the tender offer, held May 4, 2004.*
(a)(5)(cxxiii)	Text of press release issued by Parent on May 14, 2004.*
(a)(5)(cxxiv)	Transcript of portion of presentation to Merrill Lynch European Roadshow Conference pertaining to the tender offer, held April 27, 2004.*
(a)(5)(cxxv)	Text of information on Parent’s website, revised June 7, 2004.*
(a)(5)(cxxvi)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxvii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxviii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxix)	Answer filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxxx)	Trial Memorandum filed in the United States District Court for the Northern District of California, San Francisco Division on June 1, 2004.*
(a)(5)(cxxxi)	List of witnesses intended to be called at trial, delivered March 22, 2004.*
(a)(5)(cxxxii)	Slides displayed during Parent’s opening statement at trial, June 7, 2004.*

(a)(5)(cxxxiii)	Text of press release by Parent, dated July 12, 2004.*
(a)(5)(cxxxiv)	Conclusions of Law filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxv)	Finding of Fact (Redacted) filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxvi)	Corrected Post-Trial Brief filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 12, 2004.*
(a)(5)(cxxxvii)	Transcript of portion of Parent’s Financial Analyst Day presentation pertaining to tender offer, held July 14, 2004.*
(a)(5)(cxxxviii)	Slide presentation from Parent’s Financial Analyst Day, held July 14, 2004.*
(a)(5)(cxxxix)	Slides displayed during Parent’s closing statement at trial, July 20, 2004.*
(a)(5)(cxxxx)	Transcript of portion of Goldman Sachs Investor Dinner pertaining to tender offer, held July 26, 2004.*
(a)(5)(cxxxxi)	Transcript of portion of CIBC World Markets Annual Enterprise Software Conference presentation pertaining to tender offer, held August 12, 2004.*
(a)(5)(cxxxxii)	Text of press release issued by Parent on August 26, 2004.*
(a)(5)(cxliii)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxliv)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxlv)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxlvi)	Findings of Fact, Conclusions of Law and Order entered by the United States District Court for the Northern District of California, San Francisco Division on September 9, 2004.*
(a)(5)(cxlvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(cxlviii)	Text of letter to PeopleSoft Board of Directors, delivered September 9, 2004.*
(a)(5)(cxlix)	Partner Benefits Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cl)	Oracle Acquisition Success Story posted on Parent’s website September 9, 2004.*
(a)(5)(cli)	Letter to PeopleSoft Customers posted on Parent’s website September 9, 2004.*
(a)(5)(clii)	Oracle Support Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cliii)	PeopleSoft Customer Commitment posted on Parent’s website September 9, 2004.*
(a)(5)(cliv)	PeopleSoft Frequently Asked Questions posted on Parent’s website September 9, 2004.*
(a)(5)(clv)	Case Study posted on Parent’s website September 9, 2004.*
(a)(5)(clvi)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clviii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clix)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clx)	Text of email to customers, sent September 10, 2004.*
(a)(5)(clxi)	Text of email to partners, sent September 10, 2004.*
(a)(5)(clxii)	Text of press release issued by Parent, dated September 21, 2004.*
(a)(5)(clxiii)	Transcript of portion of Banc of America 34th Annual Investment Conference presentation pertaining to tender offer, held September 21, 2004.*
(a)(5)(clxiv)	Text of press release issued by Parent, dated September 23, 2004.*
(a)(5)(clxv)	Text of press release issued by Parent, dated October 1, 2004.*
(a)(5)(clxvi)	Text of press release issued by Parent, dated October 7, 2004.*

(a)(5)(clxvii)	Text of press release issued by Parent, dated October 21, 2004.*
(a)(5)(clxviii)	Text of press release issued by Parent, dated November 1, 2004.*
(a)(5)(clxix)	Letter to PeopleSoft Board of Directors, dated October 31, 2004.*
(a)(5)(clxx)	Text of press release issued by Parent, dated November 1, 2004.*
(a)(5)(clxxi)	Transcript of conference call held by Parent on November 1, 2004.*
(a)(5)(clxxii)	Investor presentation by Parent, posted November 9, 2004.*
(a)(5)(clxxiii)	Presentation slides from Goldman Sachs Software Retreat, dated November 9, 2004.*
(a)(5)(clxxiv)	Transcript of portion of presentation to Goldman Sachs Software Retreat, dated November 9, 2004.*
(a)(5)(clxxv)	Transcript of portion of presentation to Morgan Stanley Software, Services, Internet & Networking Conference, dated November 1, 2004.*
(a)(5)(clxxvi)	Transcript of portion of Oracle Annual Meeting, held October 29, 2004.*
(a)(5)(clxxvii)	Text of press release issued by Parent, dated November 10, 2004.*
(a)(5)(clxxviii)	Revised investor presentation by Parent, posted November 12, 2004.
(a)(5)(clxxix)	Text of information on Parent’s website, posted November 15, 2004.
(a)(5)(clxxx)	Text of press release issued by Parent, dated November 16, 2004.
(a)(5)(clxxxi)	Transcript of conference call held by Glass, Lewis & Co., November 15, 2004.
(a)(5)(clxxxii)	Advertisement placed by Parent on November 16, 2004.
(b)(1)	Commitment letter described in Section 10, “Source and Amount of Funds” of the Offer to Purchase (the “Commitment Letter”).*
(b)(2)	Side Letter to the Commitment Letter.*
(b)(3)	364-Day Revolving Credit Agreement described in Section 10, “Source and Amount of Funds” of the Offer to Purchase.*
(b)(4)	Corrected Schedule 2 to 364-Day Revolving Credit Agreement.*
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

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:  November 16, 2004

ORACLE CORPORATION
By:	/s/    SAFRA CATZ
	Name:	Safra Catz
	Title:	President
PEPPER ACQUISITION CORP.
By:	/s/    SAFRA CATZ
	Name:	Safra Catz
	Title:	President

EXHIBIT INDEX

Index No.
(a)(1)(i)	Offer to Purchase dated June 9, 2003.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement dated June 9, 2003.*
(a)(1)(viii)	Amended and Restated Offer to Purchase dated July 24, 2003.*
(a)(1)(ix)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xi)	Amended and Restated Offer to Purchase dated February 12, 2004.*
(a)(1)(xii)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(xiii)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xiv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(xv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xvi)	Amended and Restated Offer to Purchase dated November 3, 2004.*
(a)(l)(xvii)	Form of Amended and Restated Letter of Transmittal.*
(a)(l)(xviii)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(l)(xix)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xx)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)(i)	Text of press release issued by Parent, dated June 6, 2003.*
(a)(5)(ii)	Text of press release issued by Parent, dated June 9, 2003.*
(a)(5)(iii)	Text of information on Parent’s website, posted June 10, 2003.*
(a)(5)(iv)	Text of press release issued by Parent, dated June 10, 2003.*
(a)(5)(v)	Slide presentation by Parent, dated June 13, 2003.*
(a)(5)(vi)	Text of press release issued by Parent, dated June 13, 2003.*
(a)(5)(vii)	Complaint and Jury Demand filed in the District Court for the City and County of Denver, Colorado on June 12, 2003.*
(a)(5)(viii)	Complaint filed in the Superior Court of the State of California, County of San Mateo on June 12, 2003.*
(a)(5)(ix)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(x)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xi)	Complaint filed in the Superior Court of the State of California, County of Alameda on June 13, 2003.*
(a)(5)(xii)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(xiii)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xiv)	Text of information on Parent’s website, posted June 16, 2003.*

Index No.
(a)(5)(xv)	Text of press release issued by Parent, dated June 18, 2003.*
(a)(5)(xvi)	Complaint filed in the Court of Chancery of the State of Delaware, New Castle County, on June 18, 2003.*
(a)(5)(xvii)	Transcript of Conference Call held by Parent on June 18, 2003.*
(a)(5)(xviii)	Investor presentation by Parent, dated June 18, 2003.*
(a)(5)(xix)	Complaint filed in the United States District Court for the District of Connecticut on June 18, 2003.*
(a)(5)(xx)	Advertisement placed by Parent on June 19, 2003.*
(a)(5)(xxi)	Email statement to press issued by Parent, dated June 18, 2003.*
(a)(5)(xxii)	Text of press release issued by Parent, dated June 20, 2003.*
(a)(5)(xxiii)	Advertisement placed by Parent on June 23, 2003.*
(a)(5)(xxiv)	Text of press release issued by Parent, dated June 24, 2003.*
(a)(5)(xxv)	Advertisement placed by Parent on June 27, 2003.*
(a)(5)(xxvi)	Text of email message to Parent employees dated June 26, 2003.*
(a)(5)(xxvii)	Email statement to press issued by Parent, dated June 29, 2003.*
(a)(5)(xxviii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxix)	Text of information on Parent’s website, posted June 30, 2003.*
(a)(5)(xxx)	Letter to PeopleSoft customers, dated June 30, 2003.*
(a)(5)(xxxi)	Case study dated June 30, 2003.*
(a)(5)(xxxii)	Information regarding Parent customer support dated June 30, 2003.*
(a)(5)(xxxiii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxxiv)	Text of press release issued by Parent, dated July 1, 2003.*
(a)(5)(xxxv)	Text of press release issued by Parent, dated July 2, 2003.*
(a)(5)(xxxvi)	Text of press release issued by Parent, dated July 3, 2003.*
(a)(5)(xxxvii)	Amended text of information on Parent’s internal website, posted July 9, 2003.*
(a)(5)(xxxviii)	Text of material prepared for presentation to analysts, dated July 9, 2003.*
(a)(5)(xxxix)	Transcript of portion of webcast presentation to analysts pertaining to the tender offer, dated July 9, 2003.*
(a)(5)(xxxx)	Text of e-mail message to PeopleSoft User Group, dated July 10, 2003.*
(a)(5)(xxxxi)	Advertisement placed by Parent on July 11, 2003.*
(a)(5)(xxxxii)	Text of press release issued by Parent, dated July 14, 2003.*
(a)(5)(xxxxiii)	Text of letter to partners, sent July 14, 2003.*
(a)(5)(xxxxiv)	Questions and answers for PeopleSoft customers, dated July 14, 2003.*
(a)(5)(xxxxv)	Text of press release issued by Parent, dated July 15, 2003.*
(a)(5)(xxxxvi)	Advertisement placed by Parent on July 15, 2003.*
(a)(5)(xxxxvii)	Transcript of “town hall” presentation to PeopleSoft customers, dated July 17, 2003.*
(a)(5)(xxxxviii)	Advertisement placed by Parent on July 2, 2003.*
(a)(5)(il)	Advertisement placed by Parent on June 30, 2003.*
(a)(5)(l)	Text of press release issued by Parent, dated July 17, 2003.*
(a)(5)(li)	Transcript of “Oracle Beat” presentation to Parent employees, dated July 17, 2003.*
(a)(5)(lii)	Text of press release issued by Parent, dated July 24, 2003.*

Index No.
(a)(5)(liii)	Text of press release issued by Parent, dated August 8, 2003.*
(a)(5)(liv)	Transcript of portion of webcast comments pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lv)	Transcript of portion of webcast Q&A session pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lvi)	Text of portion of slide presentation pertaining to the tender offer, prepared for CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lvii)	Text of press release issued by Parent on August 12, 2003.*
(a)(5)(lviii)	Text of information on Parent’s website, posted August 15, 2003.*
(a)(5)(lix)	Text of letter to customers, sent August 22, 2003.*
(a)(5)(lx)	Notice of “town hall” meeting, sent August 22, 2003.*
(a)(5)(lxi)	Comments by Parent spokesman, provided August 26, 2003.*
(a)(5)(lxii)	Text of press release issued by Parent, dated August 27, 2003.*
(a)(5)(lxiii)	Transcript of “town hall” presentation to PeopleSoft customers, dated September 3, 2003.*
(a)(5)(lxiv)	Text of press release issued by Parent, dated September 4, 2003.*
(a)(5)(lxv)	Text of employee announcement on Parent’s internal website, dated September 10, 2003.*
(a)(5)(lxvi)	Stipulation and Order Dismissing Case Without Prejudice filed in the Superior Court of the State of California, County of San Mateo on August 15, 2003.*
(a)(5)(lxvii)	Order Granting Stipulation Dismissing Case Without Prejudice, issued by the District Court for the City and County of Denver, Colorado on August 18, 2003.*
(a)(5)(lxviii)	First Amended Complaint filed in the Superior Court of the State of California, County of Alameda on August 12, 2003.*
(a)(5)(lxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on September 11, 2003.*
(a)(5)(lxx)	Amended Complaint filed in the United States District Court for the District of Connecticut on August 4, 2003.*
(a)(5)(lxxi)	Defendant’s Motion to Dismiss and related documents filed in the United States District Court for the District of Connecticut on August 18, 2003.*
(a)(5)(lxxii)	Transcript of portion of earnings conference call pertaining to tender offer, held September 12, 2003.*
(a)(5)(lxxiii)	Text of press release issued by Parent on October 10, 2003.*
(a)(5)(lxxiv)	Transcript of portion of annual meeting pertaining to tender offer, held October 13, 2003.*
(a)(5)(lxxv)	Redacted slide presentation from annual meeting held October 13, 2003.*
(a)(5)(lxxvi)	Amended text of information on Parent’s internal website dated September 4, 2003.*
(a)(5)(lxxvii)	Order entered by the Superior Court of the State of California, County of Alameda on November 5, 2003.*
(a)(5)(lxxviii)	Text of email message to analysts, dated October 27, 2003.*
(a)(5)(lxxix)	Text of press release issued by Parent on November 7, 2003.*
(a)(5)(lxxx)	Motion to Expedite Proceedings (redacted) filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxi)	Notice of Motion, Motion for Preliminary Injunction and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxii)	Notice of Motion, Motion for Leave to File Amended Complaint and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*

Index No.
(a)(5)(lxxxiii)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiv)	Transcript of portion of presentation to Goldman Sachs Software Retreat pertaining to tender offer, held November 13, 2003.*
(a)(5)(lxxxv)	Text of email message to present employees, dated November 17, 2003.*
(a)(5)(lxxxvi)	Text of press release issued by Parent on November 24, 2003.*
(a)(5)(lxxxvii)	Transcript of conference call held by Parent on November 24, 2003.*
(a)(5)(lxxxviii)	Text of information on Parent’s website, posted November 25, 2003.*
(a)(5)(1xxxix)	Notice of Motion, Revised Motion for Leave to File Amended Complaint and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on December 8, 2003.*
(a)(5)(1xxxx)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on December 8, 2003.*
(a)(5)(lxxxxi)	Second Amended Complaint (Redacted) filed in the Superior Court of the State of California, County of Alameda on December 12, 2003.*
(a)(5)(lxxxxii)	Text of press release issued by Parent on December 19, 2003.*
(a)(5)(lxxxxiii)	Transcript of portion of presentation to Soundview Investor Bus Tour pertaining to tender offer, held January 7, 2004.*
(a)(5)(lxxxxiv)	Text of press release issued by Parent on January 23, 2004.*
(a)(5)(lxxxxv)	Text of press release issued by Parent on February 4, 2004.*
(a)(5)(lxxxxvi)	Text of communication to customers dated February 4, 2004*
(a)(5)(lxxxxvii)	Text of information on Parent’s website, posted February 4, 2004*
(a)(5)(lxxxxviii)	Form of summary advertisement dated February 5, 2004.*
(a)(5)(lxxxxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on January 20, 2004.*
(a)(5)(c)	Transcript of portion of Corporate Q&A at AppsWorld Financial Analyst Day pertaining to the tender offer, held January 28, 2004.*
(a)(5)(ci)	Text of press release issued by Parent on February 9, 2004.*
(a)(5)(cii)	Text of press release issued by Parent on February 10, 2004.*
(a)(5)(ciii)	Transcript of portion of comments to Merrill Lynch Computer Services and Software: CEO Conference 2004, held February 11, 2004.*
(a)(5)(civ)	Text of letter to PeopleSoft Stockholder dated February 17, 2004.*
(a)(5)(cv)	Text of letter to PeopleSoft Stockholder dated February 12, 2004; first distributed February 17, 2004.*
(a)(5)(cvi)	Investor Presentation by Parent, dated February 17, 2004.*
(a)(5)(cvii)	Text of press release issued by Parent on February 17, 2004.*
(a)(5)(cviii)	Text of information on Parent’s website, posted February 17, 2004.*
(a)(5)(cix)	Investor Presentation by Parent, dated February 25, 2004.*
(a)(5)(cx)	Text of Editorial in The Wall Street Journal, published February 23, 2004; redistributed by Parent on February 25, 2004.*
(a)(5)(cxi)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.*
(a)(5)(cxii)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.*

Index No.
(a)(5)(cxiii)	Text of press release by Parent, dated February 26, 2004.*
(a)(5)(cxiv)	Text of press release by Parent, dated February 26, 2004.*
(a)(5)(cxv)	Complaint filed in the United States District Court for the Northern District of California, San Francisco Division on February 26, 2004.*
(a)(5)(cxvi)	Transcript of presentation to Quest User Group, held March 1, 2004.*
(a)(5)(cxvii)	Text of letter to J.D. Edwards customers, dated March 1, 2004.*
(a)(5)(cxvii)	Text of letter to J.D. Edwards customers, dated March 1, 2004.*
(a)(5)(cxviii)	Answer by Parent filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxix)	Text of email message to Parent employees dated March 5, 2004.*
(a)(5)(cxx)	Email statement to press issued by Parent, dated March 12, 2004.*
(a)(5)(cxxi)	Text of press release by Parent, dated April 15, 2004.*
(a)(5)(cxxii)	Transcript of portion of comments to JP Morgan Technology & Telecom Conference pertaining to the tender offer, held May 4, 2004.*
(a)(5)(cxxiii)	Text of press release issued by Parent on May 14, 2004.*
(a)(5)(cxxiv)	Transcript of portion of presentation to Merrill Lynch European Roadshow Conference pertaining to the tender offer, held April 27, 2004.*
(a)(5)(cxxv)	Text of information on Parent’s website, revised June 7, 2004.*
(a)(5)(cxxvi)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxvii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxviii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxix)	Answer filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxxx)	Trial Memorandum filed in the United States District Court for the Northern District of California, San Francisco Division on June 1, 2004.*
(a)(5)(cxxxi)	List of witnesses intended to be called at trial, delivered March 22, 2004.*
(a)(5)(cxxxii)	Slides displayed during Parent’s opening statement at trial, June 7, 2004.*
(a)(5)(cxxxiii)	Text of press release by Parent, dated July 12, 2004.*
(a)(5)(cxxxiv)	Conclusions of Law filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxv)	Finding of Fact (Redacted) filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxvi)	Corrected Post-Trial Brief filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 12, 2004.*
(a)(5)(cxxxvii)	Transcript of portion of Parent’s Financial Analyst Day presentation pertaining to tender offer, held July 14, 2004.*
(a)(5)(cxxxviii)	Slide presentation from Parent’s Financial Analyst Day, held July 14, 2004.*
(a)(5)(cxxxix)	Slides displayed during Parent’s closing statement at trial, July 20, 2004.*
(a)(5)(cxxxx)	Transcript of portion of Goldman Sachs Investor Dinner pertaining to tender offer, held July 26, 2004.*
(a)(5)(cxxxxi)	Transcript of portion of CIBC World Markets Annual Enterprise Software Conference presentation pertaining to tender offer, held August 12, 2004.*
(a)(5)(cxxxxii)	Text of press release issued by Parent on August 26, 2004.*
(a)(5)(cxliii)	Text of press release issued by Parent on September 9, 2004.*

Index No.
(a)(5)(cxliv)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxlv)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxlvi)	Findings of Fact, Conclusions of Law and Order entered by the United States District Court for the Northern District of California, San Francisco Division on September 9, 2004.*
(a)(5)(cxlvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(cxlviii)	Text of letter to PeopleSoft Board of Directors, delivered September 9, 2004.*
(a)(5)(cxlix)	Partner Benefits Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cl)	Oracle Acquisition Success Story posted on Parent’s website September 9, 2004.*
(a)(5)(cli)	Letter to PeopleSoft Customers posted on Parent’s website September 9, 2004.*
(a)(5)(clii)	Oracle Support Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cliii)	PeopleSoft Customer Commitment posted on Parent’s website September 9, 2004.*
(a)(5)(cliv)	PeopleSoft Frequently Asked Questions posted on Parent’s website September 9, 2004.*
(a)(5)(clv)	Case Study posted on Parent’s website September 9, 2004.*
(a)(5)(clvi)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clviii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clix)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clx)	Text of email to customers, sent September 10, 2004.*
(a)(5)(clxi)	Text of email to partners, sent September 10, 2004.*
(a)(5)(clxii)	Text of press release issued by Parent, dated September 21, 2004.*
(a)(5)(clxiii)	Transcript of portion of Banc of America 34th Annual Investment Conference presentation pertaining to tender offer, held September 21, 2004.*
(a)(5)(clxiv)	Text of press release issued by Parent, dated September 23, 2004.*
(a)(5)(clxv)	Text of press release issued by Parent, dated October 1, 2004.*
(a)(5)(clxvi)	Text of press release issued by Parent, dated October 7, 2004.*
(a)(5)(clxvii)	Text of press release issued by Parent, dated October 21, 2004.*
(a)(5)(clxviii)	Text of press release issued by Parent, dated November 1, 2004.*
(a)(5)(clxix)	Letter to PeopleSoft Board of Directors, dated October 31, 2004.*
(a)(5)(clxx)	Text of press release issued by Parent, dated November 1, 2004.*
(a)(5)(clxxi)	Transcript of conference call held by Parent on November 1, 2004.*
(a)(5)(clxxii)	Investor presentation by Parent, posted November 9, 2004.*
(a)(5)(clxxiii)	Presentation slides from Goldman Sachs Software Retreat, dated November 9, 2004.*
(a)(5)(clxxiv)	Transcript of portion of presentation to Goldman Sachs Software Retreat, dated November 9, 2004.*
(a)(5)(clxxv)	Transcript of portion of presentation to Morgan Stanley Software, Services, Internet & Networking Conference, dated November 1, 2004.*
(a)(5)(clxxvi)	Transcript of portion of Oracle Annual Meeting, held October 29, 2004.*
(a)(5)(clxxvii)	Text of press release issued by Parent, dated November 10, 2004.*
(a)(5)(clxxviii)	Revised investor presentation by Parent, posted November 12, 2004.
(a)(5)(clxxix)	Text of information on Parent’s website, posted November 15, 2004.
(a)(5)(clxxx)	Text of press release issued by Parent, dated November 16, 2004.
(a)(5)(clxxxi)	Transcript of conference call held by Glass, Lewis & Co., November 15, 2004.
(a)(5)(clxxxii)	Advertisement placed by Parent on November 16, 2004.
(b)(1)	Commitment letter described in Section 10, “Source and Amount of Funds” of the Offer to Purchase (the “Commitment Letter”).*
(b)(2)	Side Letter to the Commitment Letter.*
(b)(3)	364-Day Revolving Credit Agreement described in Section 10, “Source and Amount of Funds” of the Offer to Purchase.*

Index No.
(b)(4)	Corrected Schedule 2 to 364-Day Revolving Credit Agreement.*
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

EX-99.(A)(5)CLXXVIII

Exhibit (a)(5)(clxxviii)

Exhibit (a)(5)(clxxviii)

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.

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

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

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, most recent CY’05 plan developed in 1½ weeks Analysts predict stock decline if Oracle drops its tender offer

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

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.

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 Research November 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. Edwards November 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 Nussbaum November 1, 2004

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 Multiples

February 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

2/26/04 DOJ Files Suit

Average: 20.4x

9/8/04 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

Source: First Call through 10/29/04.

8

$24 / Share: Attractive Premiums to Recent Trading Range

Next Twelve Months P/E Multiples

February 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

17.3x

84% Premium

20.4x

56% Premium

24.4x

30% Premium

Low Average High

Underlying (1) $16.82 $18.05 $18.12 Share Price:

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

Source: First Call through 10/29/04.

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 Multiples

January 2, 2004 - October 29, 2004 (Day Before Final Offer)

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

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

Source: First Call.

10

A Full, Fair and Final Offer

Daily Closing Prices

January 2, 2004 - October 29, 2004 (Day Before Final Offer)

Oracle Offer: $24.00

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

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

$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

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

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 has now announced materially lower CY’04 targets

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.

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

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 Research October 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

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

PeopleSoft confirms that original guidance for CY’04 cannot be achieved and delays providing updated projections.

Q2 04 Earnings Call, 7/27/04

CY 2004

High $0.91

Low 0.57

“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 $0.67 10/29/04

“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

$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

Source: First Call.

17

PeopleSoft’s Latest Financial Ploy

Devised latest response in 1½ weeks

– Aggressive “new” targets under “old” management Latest ploy is in response to Oracle’s $24 best and final offer Last financial ploy materially missed its target

2004 Management Guidance

March ‘04 Guidance Guidance (1) Current

License Revenue ($MM) $700 - $715 $600 - $610

Pro Forma EPS $0.92 - $0.95 $0.68 - $0.70

(1) As of 11/10/04.

New ploy is once again based on unrealistic operating assumptions

– Aggressive CY’05 license revenue targets

– Projected CY’05 pro forma operating margins are approximately 50% higher than current margins with no significant restructurings

Note: 2004 EPS calculated using actual pro forma EPS from Q1 ‘04 to Q3’ 04 and management guidance as of 11/10/04 for Q4 ‘04.

18

Analysts Question New Ploy

“While Q4 guidance is only slightly above our ests, we believe FY05’s operating margin target of 20%+ is very aggressive given the last time PSFT exceeded that level was in 1997. Although PSFT claims FY05 license guidance of +5%-10% growth is inline with the mkt, we believe the track record is less than comforting. Compared to guidance given a year ago, today’s FY04 license guidance would represent a $100M miss and PF EPS a 22-23 cents miss, while we acknowledge that ORCL’s disruptive fight has lasted longer than expected. Furthermore, FY05 license guidance is $60M below FY04 guidance given a year ago, while oper mgn is expected to be 3 pct pts higher.”

- Brent Thill, Prudential November 10, 2004

“We believe the assumptions behind 2005 guidance and board’s decision are more strategic than a true reflection of the state of business at PSFT because license rev assumptions seem unrealistic, operating margin expectations not seen since 1997, and valuation assumptions seem optimistic.”

- Heather Bellini, UBS November 10, 2004

“We think PSFT’s guidance is overly aggressive both with license and earnings expectations… PSFT is also counting on aggressive expense controls (flat R&D, flat S&M in FY05) that jeopardize revenue.”

- Adam Holt, JP Morgan November 11, 2004

19

Analysts Question New Ploy

“We believe management’s F05 outlook is aggressive, considering the company could not point to any specific reasons for an improved business climate or plans for additional cost reductions. Aside from what we believe to be an unrealistic financial outlook by the company, we were mostly disappointed in management’s explanation of its rejection recommendation.”

- Jason Maynard, Merrill Lynch November 11, 2004

“We believe 2005 EPS guidance will be extremely challenging without a meaningful reduction in force. We do not subscribe to management’s 20%-plus pro forma operating margin guidance; therefore, we are leaving our 2005 EPS estimate of $0.79 unchanged.”

- Jason Kraft, Susquehanna Financial Group November 11, 2004

“It is not entirely clear to us how PeopleSoft will attain such a significant margin improvement without meaningful headcount reductions but, as was stated on their call, it appears to us that this is the plan. We believe $24 represents an attractive offer for PeopleSoft shareholders at this time.”

- John DiFucci, Bear Stearns November 11, 2004

20

Analysts Question New Ploy

“More valuable today?… This statement is a bit perplexing, because at that time, PSFT’s license forecast was $700 million to $715 million for 2004. PSFT is now expecting 2004 license to be $597 million to $607 million. Management’s original pro forma EPS guidance was $0.90 to $0.92, versus $0.69 to $0.71 today.”

- David Hilal, Friedman, Billings, Ramsey November 11, 2004

“We are concerned that PSFT is elevating expectations to unreasonable levels in order to convince shareholders to side with the Board in opposing ORCL’s tender offer. Efforts to meet overly ambitious expectations could result in the drainage of the sales pipeline which in turn could establish a dynamic leading to subsequent negative revenue and earnings surprise akin to those posted in Q2-04. We remind investors of the bullish forecasts PSFT made shortly after the JDEC merger closed, and the later disappointments that followed, and worry that PSFT is creating a similar situation now with its guidance for next year.”

- Charles Di Bona II, Bernstein Research November 11, 2004

“To achieve these targets, we believe PSFT would need to see a meaningful improvement in its business, but we currently do not see a catalyst for improvements of the magnitude implied in FY-05 guidance and remain skeptical as to the achievability of these targets.”

- Charles Di Bona II, Bernstein Research November 11, 2004

21

Analysts Question New Ploy

“In addition to rejecting Oracle’s $24 takeover bid, PeopleSoft announced Q4 and 2005 guidance that suggests the company is mainly focused on convincing shareholders not to tender their shares. Because guidance has little credibility, we continue to believe that PeopleSoft shareholders will opt for Oracle’s $24 in cash, and that ultimately a deal will be completed.”

- Drew Brosseau, SG Cowen & Co.

November 11, 2004

“We believe the guidance is very aggressive and have made no changes to our model.” (CY2005 EPS: $0.76)

- Brad Reback, CIBC World Market November 11, 2004

“We believe PeopleSoft’s Guidance for 2005 is overly optimistic in order to bolster its case to reject Oracle’s offer.”

- Jim Yin, Ehrenkrantz King Nussbaum November 11, 2004

22

Unrealistic Margin Targets Pro Forma Operating Margins

15.9%

16.8%

15.7%

11.7%

13.2%

14.4%

“In Excess of 20%” (1)

Sep-03A Dec-03A Mar-04A Jun-04A Sep-04A 2004 2005

Note: 2004 operating margin calculated using actual pro forma operating income from Q1 ‘04 to Q3’ 04 and management guidance as of 11/10/04 for Q4 ‘04. 2005 operating margin based on management guidance provided on 11/10/04.

(1) Per 11/10/04 PeopleSoft press release.

23

PeopleSoft’s “New” 2005 Guidance: Shareholders Have Seen This Before

Management uses inflated guidance to support unrealistic valuation expectations

PeopleSoft CY2005 Consensus EPS

May 1, 2003 through October 29, 2004

PeopleSoft misses CY’04 Q2 earnings and removes guidance

PeopleSoft’s New 2005 Guidance (11/10/04) $1.10

$1.05

40% Premium

60% Growth

CY ‘05 Recent Consensus: $0.77(2)

CY ‘04 Recent Consensus: $0.67(1)

PeopleSoft significantly revises projections in response to Oracle’s offer $1.20 $1.10 $1.00 $0.90 $0.80 $0.70 $0.60 $0.50

5/1/2003 7/01/2003 8/29/2003 10/29/2003 12/30/2003 3/02/2004 4/30/2004 7/01/2004 8/31/2004 10/29/2004

CY 2005 Consensus EPS

Note: PeopleSoft 2005 EPS Consensus estimates were not available until 5/1/2003. Source: First Call.

(1) 2004 Street Consensus EPS estimate as of 10/29/04. (2) 2005 Street Consensus EPS estimate as of 10/29/04.

24

PeopleSoft Management Team’s Projections Lack Credibility

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) Revised Guidance

License Revenue for FY 2004 $700 – $715 million $600 – $ 610 million

EPS for FY 2004 $0.92 – $ 0.95 $0.68 – $ 0.70

Pro Forma FY 2004 Operating Margin 17% 14%+

September 2003 (Analyst Day) Revised Guidance

License Revenue for FY 2004 $700 – $715 million $600 – $ 610 million

EPS for FY 2004 $0.90 – $ 0.95 $0.68 – $ 0.70

Pro Forma FY 2004 Operating Margin 17%+ 14%+

Note: 2004 EPS and operating margin calculated using actual pro forma EPS and operating income from Q1 ‘04 to Q3’ 04 and management guidance as of 11/10/04 for Q4 ‘04. Revised guidance provided on 11/10/04.

25

PeopleSoft Has Consistently Under-Delivered in 2004 $0.20 $0.17 $0.18 $0.14 $0.22 $0.17 $0.94 $0.67

Consensus Beginning of Year Actual Consensus Beginning of Year Actual Consensus Beginning of Year Actual Mgmt. Guidance (March ‘04) Consensus Estimate (10/29/04)

Q1 ‘04 Q2 ‘04 Q3 ‘04 CY ‘04

Note: EPS for Q2 onward excludes Oracle-related costs.

Source: First Call. Consensus EPS at beginning of year is as of 1/1/04.

26

Decline of PeopleSoft’s Long-Term Growth Rate

PeopleSoft’s Historical NTM Multiples

Period NTM 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

23.4%

22.9%

24.3%

21.4%

15.4%

13.8%

12.2% 12.1%

11.6% 11.6%

13.1% 12.7%

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

46.5x 45.9x

31.8x

26.3x

29.3x

28.1x

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

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.

27

Can You Trust PeopleSoft

Management’s Financial Guidance?

Testimony by Kevin Parker in Delaware Court on Oct. 13

PeopleSoft increases 2004 EPS guidance post JDE acquisition, but doesn’t tell shareholders that over 50% came from “organic” standalone growth as opposed to deal synergies as shareholders were led to believe

Q. “And the component increase out of that 95 cents that’s shown there in the second column,

15 cents of the increase from 69 to 95 comes from the stand-alone, nonsynergy increase in the revenue assumptions.” A. “As compared to the street expectations, yes, that’s correct.”

PeopleSoft uses inflated projections for 2004 to reject Oracle’s bid despite management’s express acknowledgement that the projections were not achievable and that they had not been updated

Q. “Were you getting signals from the field back in May [2004] that you were going to have problems reaching your numbers?

A. “I recall getting signals that – or discussing that it was a challenging quarter, yes.” Q. “And in fact, your own board is working off of those same numbers, too. Correct?” [referring to the September 2003 guidance of approximately 95 cents EPS] A. “As of when?” Q. “In, say, May of 2004, when your board considers my client’s $21 offer, your board is still using those old numbers from September of 2003. Aren’t they?” A. “In part, yes.”

28

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.”

29

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 Research November 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, UBS

November 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 Stanley October 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 Lynch October 22, 2004

30

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

31

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

32

One Stop Shop in the Technology Arena

Consulting Services Oracle Consulting Partners IBM GlobalServices SAP Consulting Partners

Applications E-Business Suite Microsoft Business Solutions Partners mySAP Partners

Development Tools Oracle Tools / J2EE Visual Studio .NET Rational / WebSphere NetWeaver / J2EE J2EE

Middleware Suite Application Server 10g .NET WebSphere NetWeaver JBoss/Apache

Database Database 10g MS SQL Server DB2 MySQL and others MySQL

Operating System Linux Windows Linux Linux Linux

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

33

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

34

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

35

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

36

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

37

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

38

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

39

EX-99.(A)(5)(CLXXIX)

Exhibit (a)(5)(clxxix)

PEOPLESOFT SHAREHOLDER QUESTIONS AND ANSWERS

RELATING TO THE TENDER OFFER

The following are questions we have recently received from you, the PeopleSoft stockholders, and answers to those questions.

What are the most significant conditions to the offer?

The three remaining significant conditions to the offer are summarized as follows:

• Minimum Tender Condition: PeopleSoft stockholders must tender into the offer a majority of the total outstanding shares on a fully diluted basis. If this condition is not fulfilled by Friday, November 19, 2004, we will withdraw our offer.

• Rights Condition: PeopleSoft’s Board must redeem the preferred stock purchase rights, or the rights must have been invalidated or otherwise be inapplicable to the offer and the merger of PeopleSoft and us, as determined by us in our reasonable discretion.

• Section 203 Condition: PeopleSoft’s Board must take action to make Section 203 of the Delaware General Corporation Law inapplicable to the merger of PeopleSoft and us, as determined by us in our reasonable discretion.

Is the offer conditioned on PeopleSoft meeting its guidance for the fourth quarter?

No. On November 1, we announced that we were eliminating most of the conditions to the offer, including the “material adverse change” condition relating to PeopleSoft’s operating results. There is no condition to our offer that relates to PeopleSoft’s operating results in the fourth quarter or any other period.

Are there any other conditions to the offer?

Like the Rights Condition and the Section 203 Condition, the other conditions to the offer are almost entirely within the control of PeopleSoft’s Board of Directors. We have included a condition relating to any “extraordinary action” taken by PeopleSoft. An “extraordinary action” is a deliberate action taken by PeopleSoft, such as the following: payment of dividends, the issuance of shares (other than pursuant to employee stock options in the ordinary course of business), additional increases in severance benefits in connection with the offer or a merger of PeopleSoft and us, an agreement to enter into a business combination with another party or relinquishment of any material contract, intellectual property or other asset or right of PeopleSoft.

There is also a condition relating to any law or court order that would prohibit the consummation of the offer, payment for the shares or our consummation of a merger with PeopleSoft.

Are you challenging the Rights Condition and the Section 203 Condition in court?

Yes. We filed a lawsuit in the Delaware Chancery Court against PeopleSoft and its Board of Directors and management alleging fiduciary duty violations and other violations of Delaware law. We have asked the court to, among other things, force the

PeopleSoft Board to redeem the preferred stock purchase rights under PeopleSoft’s poison pill and approve the offer and a merger with us under Section 203. If we are granted the requested relief, the Rights Condition and the Section 203 Condition would be met.

Until what time can I withdraw tendered shares?

You can withdraw tendered shares at any time until the offer has expired. If we extend the offer, you could withdraw tendered shares at any time during the extension.

If the conditions to the offer are satisfied by the expiration date, or if we waive any unsatisfied conditions as of the expiration date, we would be required to accept the tendered shares for payment and to pay for them promptly.

How long do I have to decide whether to tender in the offer?

Stockholders must tender their shares by 12:00 Midnight, New York City time, on Friday, November 19, 2004. We will announce whether the Minimum Tender Condition has been met by 9:00 a.m., New York City time, on Monday, November 22, 2004. If the Minimum Tender Condition is satisfied but there are other conditions that are not satisfied or waived (i.e. if the poison pill is still in place), we would announce the extension of the offer. If the Minimum Tender Condition is not satisfied, we would announce the withdrawal of our offer.

If Oracle withdraws or extends the offer, can I get my tendered shares back?

Yes. If we withdraw the offer, your shares would be sent back to you automatically without any action on your part. If we extend the offer, you would be entitled as a matter of law to request the immediate return of any shares tendered. Thus, if the Minimum Tender Condition is satisfied as of Friday, November 19, 2004, but the offer is not completed because of other conditions (e.g. the poison pill has not been redeemed by the PeopleSoft Board), stockholders could have their shares returned on the morning of Monday, November 22, 2004.

You should carefully read the Amended and Restated Offer to Purchase dated November 3, 2004 and the related Amended and Restated Letter of Transmittal in their entirety because additional information is contained in those documents.

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, the Information Agent for the offer, or from Oracle Corporation.

2

EX-99.(A)(5)(CLXXX)

Exhibit (a)(5)(clxxx)

Contact:

Deborah Lilienthal

Oracle Corp.

650-506-5158

Deborah.lilienthal@oracle.com

Oracle Comments on Tender Offer

REDWOOD SHORES, Calif Nov. 16 2004 Oracle Corporation (Nasdaq: ORCL) issued the following statement today:

“Oracle has learned that Capital Guardian Trust Company on behalf of its client accounts has decided to tender its shares,” said Oracle vice president of Corporate Communications, Jim Finn.

THOSE SHAREHOLDERS THAT WISH TO TAKE ADVANTAGE OF THE OFFER SHOULD TENDER THEIR SHARES BY PROPERLY COMPLETING THE GREEN LETTER OF TRANSMITTAL RECENTLY SENT YOU AND RETURNING IT ALONG WITH YOUR STOCK CERTIFICATES TO THE DEPOSITARY. IF A BANK OR BROKER HOLDS YOUR SHARES, YOU SHOULD CONTACT YOUR REPRESENTATIVE AND INSTRUCT THE BANK OR BROKER TO TENDER THE SHARES ON YOUR BEHALF. IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE IN TENDERING YOUR SHARES, PLEASE CONTACT OUR INFORMATION AGENT, MACKENZIE PARTNERS, INC., AT (800) 322-2885.

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. 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, the Information Agent for the offer, or from Oracle Corporation.

EX-99.(A)(5)(CLXXXI)

Exhibit (a)(5)(clxxxi)

Glass Lewis Proxy Talk

Moderator: Greg Taxin, CEO, Glass Lewis

Subject: Oracle Tender Offer for PeopleSoft

Date/Time: Nov.15, 2004, 4:30 p.m. EST

Important Notice

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, the Information Agent for the offer, or from Oracle Corporation.

OPERATOR: Good day, ladies and gentlemen, and welcome to the Glass Lewis Proxy Talk Conference Call. All lines have been placed in a listen-only mode for this call.

Institutional investors that would like to ask questions of the participants may do so by emailing them to: proxytalk@glasslewis.com. As a reminder, this conference call is being recorded and will be transcribed.

At this time, it is my pleasure to turn the floor over to your host Greg Taxin. Please go ahead.

GREG TAXIN, CHIEF EXECUTIVE OFFICER, GLASS, LEWIS & CO.: Thank you, Michelle, and good afternoon to everyone. Welcome to the conference call.

Before we get started, I just want to remind everyone that our conference call series in this call should not be considered as solicitation of tenders or proxies, and no permissions have been sought or will be sought from the Securities and Exchange Commission to do so.

We urge everyone to read carefully the amended restatement offer to purchase and related documents that are available from the SEC’s website. This call is for informational purposes only and should not be construed as providing investment advice. Glass Lewis makes no representation regarding the accuracy, completeness, or reliability of any statement, information, or view presented by its guest speakers.

The subject of our call today is Oracle’s unsolicited tender offer for PeopleSoft. As everyone on the call is no doubt aware, Oracle has been seeking to acquire PeopleSoft

since June of 2003. After six different offers in nearly 17 months, it appears we’re finally at the end game. Oracle’s current tender offer of $24 per share for PeopleSoft expires this Friday, November 19. PeopleSoft’s board has recommended that its shareholders do not tender into that offer. Oracle, however, has said that this is its best and final offer.

I am pleased to be in Oracle’s offices in Redwood Shores, California, with Kevin Cameron and Jason McCandless from Glass Lewis. And joining us from Oracle are its Co-president and Director Safra Catz, and its Executive Vice President and Chief Financial Officer Harry You. They have agreed to answer some questions regarding the tender offer.

I should also note that Glass Lewis has extended an invitation to PeopleSoft and its executives to sit with us and answer questions from our clients. PeopleSoft has declined.

One more quick reminder – if you’d like to ask questions of our participants, please email us at any time at proxytalk@glasslewis.com, and we will sort through those questions and try to add them into the dialogue where appropriate.

So maybe we should first of all welcome both of you, and thanks for joining us.

GREG TAXIN: Why don’t we just start with a quick description of kind of where we stand in the status, and where your offer is, and when it expires, and kind of the basic details, if you would?

HARRY YOU, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, ORACLE: Thanks, Greg. This is Harry You, and Safra will join me here as we describe this. And I appreciate everyone’s attendance today.

Twenty-four dollars is our best and final offer. I think there is a clarity and finality about our offer; this process has gone on for 17 months. But most important are two factors that people should remind themselves of.

First, throughout the process, there have been regulatory issues or other uncertainties, which have been clarified, whether it was our overturning the original Department of Justice decision, as well as getting clearance from the E.U., so there is clarity in terms of this offer being an offer that is truly unfettered, that doesn’t have any unusual conditions attached to us.

It’s also, second and more importantly, been catalyzed by the court. We’ve been requested to submit a best and final offer. This has also resonated relative to Oracle shareholders, our management team and directors to see if we can ultimately get to an acquisition of PeopleSoft. If we do not get there in the tender, which I’ll give more details on, we are happy to move onward. PeopleSoft is strategically important to Oracle, but it is not critical, and our $24 offer represents what we think is financially prudent for Oracle shareholders but, also, at the same time represents our point of strategic indifference relative to acquiring PeopleSoft versus proceeding on other paths.

Twenty-four dollars is $9.2 billion — $9.3 billion in total, fully diluted value. We’ll walk through how we came up with that valuation. It is, we believe, a very substantial offer. It represents over 31 times calendar year 2005 earnings and the consensus that existed among Wall Street analysts before the call last week, which we put relatively little credence into. Because, ultimately, I think the value of the Company will depend on the stream of earnings, and while the timeframe may get altered or manipulated, we feel that the total value is still $24 per share.

We would like PeopleSoft stockholders to take action and tender their shares in our tender offer by November 19 at midnight EST. And we have written to Judge Strine in the Chancery Court of Delaware that we will withdraw our offer as well as withdraw our lawsuit to rescind PeopleSoft’s poison pill if the majority of the shares are not tendered by this time. And, once again, if we do not have this mandate, we will move onward to other strategic thrusts and initiatives that our company has, which are just as valuable to us as PeopleSoft.

GREG TAXIN: Let me just interrupt you there and ask, what is the current status of the number of shares that have been tendered, and when would you expect to know, subsequent to midnight on Friday, what the outcome has been?

HARRY YOU: Well, we will inform everyone, Greg, promptly after November 19 at midnight. There is really no cost at all, if you’re a PeopleSoft shareholder, in terms of tendering your shares and expressing your desire to do a transaction if you believe the $24 is a full and fair price. Given the tender offer process – and I think the only restraints prior to tendering are restraints on lending out your stock – I think people, Greg, tend to wait until the last minute, and we urge people to make sure they vote early and get through the process to make sure that their votes or shares are counted. But I think you’ll see the majority of shares — or votes, so to speak – cast at the very end of the process.

GREG TAXIN: And I think that would be as other transactions have occurred, as well. I think people who have questions on the mechanics – I know you’ve got an information agent that’s MacKenzie Partners and also CSFB, as your banker can answer people’s questions. And, as I understand it, once you tender shares, you obviously can’t go sell them in the market; so people tend to wait until after the close of market on the last day, and that’s probably what is most likely to happen here.

HARRY YOU: And I think, Greg, if I could interrupt so I don’t forget – if any PeopleSoft shareholders have questions, they should direct them to either Dan Burch or Larry Dennedy at MacKenzie Partners. Their toll-free number is 800-322-2885. I think different fund families have different issues or constraints that Larry and Dan can help them walk through here.

GREG TAXIN: Great, let’s talk a little bit about the rationale for this transaction. We’ll do both sides. Why don’t we start from the PeopleSoft side? Why do you think this is a compelling offer for PeopleSoft shareholders?

HARRY YOU: Well, I think 31 times, as I mentioned on what is the normal progression of PeopleSoft’s earnings-per-share, is a very rich offer. It represents a good share of the benefits of the transaction. I also think – and there’s been a little bit of, I’d say, faulty analysis in looking at the valuation multiples here. A 31-times multiple is very, very favorable relative to today’s multiples in the market in software. It’s very favorable relative to the overall S&P 500 multiple, which is around 16.5 times. And I think there has been some mixing, if I might say, of apples and oranges in looking at transactions that were done in the dot-com bubble era or when the S&P multiple was itself at 30 times. But 31 times when the market is paying you 16.5, we feel, is very sound.

We also look at, if one were a PeopleSoft shareholder, and if I were trying to put on an objective hat, I think, looking at the discounted cash flow of the earnings stream – but also I think one has to look at the overall growth trajectory of their business, the overall growth trajectory of the apps market, if you are one of the smaller players, stand alone, and really judge the $24 relative to that.

On the Oracle shareholders’ side, we have prudently looked not only at the discounted cash flow of PeopleSoft but looked at accretion and dilution for our shareholders, as well as some of the unusual transactions that have occurred to either accelerate revenues and earnings going forward that the PeopleSoft Management has described they’ve done in terms of special deals or golden disc deals, as well as looking at the implications of the customer assurance program and the expanded executive severance that the PeopleSoft Management Team has recently disclosed that they might be receiving.

So we have factored all those into account, and we’ve looked, also, at what pro forma earnings growth and revenue growth prospects would be for Oracle’s shareholders if we acquired PeopleSoft. And in response, once again, to the accord, $24 is our best and final offer. It’s good until November 19 at midnight. And, once again, I think people need to appreciate the finality but also the clarity. This is really the first time that we have been able to offer a potential transaction that doesn’t have significant regulatory issues or encumbrances.

GREG TAXIN: Now, in February, Oracle offered $26 for PeopleSoft. What has changed since then that makes $24 now a fair price for both sets of shareholders?

HARRY YOU: Well, there has been an additional $1 billion potential liability relative to the Customer Assurance Program. There has been, I think, a bit of confusion, Greg. There were some models of ours that were discovered that were from a much earlier time period. The support and development costs that we now look at are significantly higher than what people may have previously seen.

Also, as I have mentioned before, in addition to the continued expansion of the Customer Assurance Program, to the detriment of PeopleSoft shareholders there has also been the expanded executive severance as well as deals that have altered the time profile, because I think these deals have really had two negative valuation characteristics – one, they are

not dollar-for-dollar in terms of discounted cash flow, so less than a dollar is being garnered today, giving up a dollar-plus interest in the future; plus the growth profile of PeopleSoft has changed. And as all of the folks on the call are fully cognizant of, the market and good parts of the market value a company based on the growth trajectory; and I think that growth trajectory has been immutably changed here with some of the recent developments, so our valuation has factored that in.

We also — very importantly and why I made the delineation relative to our continuing to look at likely earnings before the PeopleSoft’s management call last week – frankly, when guidance was changed in September of 2003 and raised upward, the guidance did not materialize; and, in fact, the company managed to only earn what it had previously earned before or guided to before, even with the acquisition of J.D. Edwards and even with acceleration of revenue and earnings from the future into the present. And so on behalf of Oracle shareholders, we have to prudently look at these changes, which show that they are both not sailing as fast as it did before. Frankly, we are very, very skeptical of what the near-term may bring given longer-term or near-term industry growth characteristics.

GREG TAXIN: This, I think, is what you have said previously. I know at the Goldman Conference you said something about PeopleSoft’s business having suffered significant degradation since the time of – I think, actually, you said there since your first offer. They, of course, have claimed in their materials that are responsive to your tender offer that they’ve got more cash on their balance sheet – 67 cents a share, I guess, in additional cash, that they’ve added 400 customers, nine percent more deferred revenue. They say that their licensing revenue is up 12 percent year-over-year. All of those things – in some ways those things are in conflict. Your view is that their business is weaker today

HARRY YOU: Actually, Greg, they’re not in conflict because when we valued the company at $26 we assumed that they were going to make well more than 67 cents a share. And, actually, if you just proceed along the path, what I think the PeopleSoft Management Team has described is actually an achievement, which is less than what shareholders’ discounted cash flow assumptions would have been. So I think it’s really Finance 101. If you just meet what your plan is then your stock price is basically going to stay the same. Your PE multiple declines over time as you hit the earnings that you were expected to hit. But, in fact, what has happened is that the earnings realized have been less than what people have expected. So a list of accomplishments short of expectations to me is not getting an A or B on your term paper. It’s getting a C or a D, and we’ve taken that into account.

GREG TAXIN: Well, I suppose that raises the question on the other side, which is that many of the people on the call not only own PeopleSoft shares but own Oracle shares, probably own both. They probably own a lot more Oracle shares given the market valuation of the company, a lot more in value, anyway, of Oracle than they do PeopleSoft. So I guess that may raise the question of are you overpaying for PeopleSoft given what you’ve just said? Since June of 2003, when you made your first offer, shares in BEA and Lawson and Siebel, Veritas are basically flat-to-down, some of them down

fairly appreciably. Your first offer was $16 at 17 months ago; now you’re at $24, so you’ve gone up by 50 percent when the market has been flat or down. Should Oracle shareholders be concerned that you might be overpaying with the zeal for acquiring the target?

HARRY YOU: I think our shareholders, Greg, are comfortable where we are. They are also comfortable that we shouldn’t pay any more than $24. So we have been responsive to the judge and also cognizant of our most important duty, which is to act in the fiduciary interest of the Oracle shareholders. And we have looked at all of the different metrics and feel like we are paying appropriately for something that is strategically important to us but not, at the same time, strategically critical.

GREG TAXIN: I think, from a corporate governance perspective, people are certainly interested to hear your views on how much the golden disc program, the severance agreements, what you said is sort of the drying up of the pipeline or the acceleration in time period – how much of those things impacted either Oracle’s interest in doing this deal or in the price that shareholders are ultimately able to receive for the company. How much of PeopleSoft’s conduct, or how would you quantify the affect of PeopleSoft’s conduct?

HARRY YOU: Well, Greg, why don’t I have my colleague Safra Catz comment because she is at the nexus at Oracle in terms of how we do transactions with customers, and she can give you her insight into how we’ve looked at some of the issues you have raised about PeopleSoft?

SAFRA CATZ, CO-PRESIDENT AND DIRECTOR, ORACLE: Well, there are a few things. First of all, those are some of the issues that have been disclosed. There are others, potentially, that we don’t even have visibility into. As you know, we have been unable to even see the CAP contract, so our overall expectation is that we have to take then into account. They raise the risk profile. They have an impact on our thinking in price. There is no question that these are all transfers of wealth from the shareholders to either customers or senior executives or employees. Any kind of obligations that obligate us have an impact on our overall thinking on the price.

I have seen price reports that just the accelerated stock options, which accelerate the stock for all employees, which is extremely unusual, is at least $200 million, which, as you know, is at least 50 cents right there – more than 50 cents, in fact, right there. So these are all transfers. This all belongs to the shareholders, and they have been transferred potentially to either employees, senior executives, or the company. We’re taking into account that we’re going to do our best to minimize the liability we take on, but it definitely came into our consideration as the final price and the risk profile we’re taking at this price.

GREG TAXIN: The Customer Assurance Program alone, I think that PeopleSoft admits in their 10-Q, has potential liability of $2.4 billion. My understanding is that either that has caused you or for other reasons you’ve decided to take a different approach to the

support of their PeopleSoft 8 platform and maybe even the development of a PeopleSoft 9 platform. Could you talk about the change in your plans for their software and the support following the transaction and how, if at all, the CAP Program impact your thinking on that and the economics around it?

HARRY YOU: Well, as Safra described, it’s hard for us to work in an information vacuum. And I think if one were a PeopleSoft shareholder, one should be concerned if there are decrements to a value that may not be assisting the business overall. We are committed to supporting PeopleSoft’s customers; that’s the main strategic rationale of the transaction. Yet, at the same time, I can’t emphasize enough how difficult it is when, as a potential acquirer, we not only have to abide by what is written but also by representations that PeopleSoft’s salespeople or management may have made to customers. So it is our every intention to do as best as we possibly can for PeopleSoft’s customers, to make them happy customers.

And certainly, Greg, you are correct on the margin. If there continues to be a spate of onerous CAP contracts written relative to new business that does potentially affect on the margin our support costs relative to their customers.

GREG TAXIN: All that being said, I think you’ve said there would be some substantial cost savings and revenue opportunities from cross-selling and up-selling opportunities for you to complete this transaction. And I think, if I remember correctly, testimony at the trial suggested that there might be more than $1.0 billion a year in such savings. That seems like a very large number given the cost basis at PeopleSoft. Could you talk a little bit about what you think or what are the financial results and impacts of a transaction?

SAFRA CATZ: Greg, first of all, since I think the testimony is mostly mine, I might as well put it in context. If you read through the testimony, you’ll see that what that was was a worst-case scenario, meaning if we’re just barely able to sell new licenses and maintenance (INAUDIBLE) significantly. In that case, we would – worst-case scenario meaning we would have to reduce cost by a worst-case level, meaning the most we could – those models were done over a year and a quarter ago, so July of – the models that I testified on were done July 17, 2003. We ran entirely new models since so much time has changed. First of all, PeopleSoft is much further along on PeopleSoft 9 than they were then. The CAP Program is in place, and time has just passed generally, and we’ve gotten a more realistic view of the expense savings. This was always the far end of the envelope and not at all, as I testified under oath, what we actually thought would happen or that we would do. It was what we would have to do if things did not work out well.

HARRY YOU: And, Greg, on cross-selling and up-selling, I think what was proven in Judge Walker’s courtroom is that the ERP market is very competitive, so we do not, relative to our shareholders at Oracle, make blasé, overly optimistic assumptions about what may happen. We fully expect that, if we were to be successful in acquiring PeopleSoft, that other competitors in the market will do their darndest to prevent us from cross-selling or up-selling. So I think everyone needs to be balanced when looking at both the cost savings as well as the revenue synergy.

GREG TAXIN: There is certainly some sense – and my guess is there is some sense on the PeopleSoft board – this is just a guess – and probably among some of their shareholders, that Oracle could pay more and maybe is going to get teased into paying more. And I know you’ve said this is your best and final, and maybe we should hear from you what happens if you don’t get 50 percent here. Is there a chance that you’ll engage in negotiations with PeopleSoft later and reach a higher number?

SAFRA CATZ: I can absolutely guarantee for you that, if we don’t get at least 50 percent on November 19 at midnight, we will absolutely move on. We have committed that to our own shareholders. Our board is unanimous on this point, and we will move on. We will not begin negotiations because we’ll take it as a sign from the shareholders of PeopleSoft that they do not want Oracle to buy them. It’s that simple. So if we do not receive 50 percent of the shares, plus, on November 19, we will move on.

HARRY YOU: I would add, Greg, to answer your question on how we came up with the $24, once again, that’s based on a wide variety of metrics, whether it’s accretion and dilution, looking at some acquisition-related charges. Also, without those charges, it’s looking at what the pro forma earnings growth and revenue growth of the combined company would be, the pro forma return on invested capital. It’s really looking in a very thoughtful way at the cost that has to be incurred in order to successfully support customers as well as integrate the business. I saw some work done by one of the EVA consulting shops. In the last five years or 10 years, Oracle has been in the top one percentile, so we’re in the 99 percentile on earning above our cost of capital. PeopleSoft has been in the bottom 13 percentile, so we’re very aware. We have told our shareholders that it takes a lot of work to get rid of financial inefficiency, and so we’ve factored that in.

And then, very importantly, we want to make sure that the combined company grows and prospers for Oracle shareholders. And I think, certainly, we’d welcome PeopleSoft shareholders after they have received $24 in a transaction to invest in Oracle if they feel there is a further upside. But we feel that $24 is our best and final offer. And, once again, it’s the first time where we’ve been able, with clarity, to give a decisive offer, and it’s been 17 months here.

GREG TAXIN: Kevin Parker over at PeopleSoft has said fairly recently that he regards this Friday’s tender offer as a non-binding straw poll, which suggests in some ways that this is not likely to move their board; at least it’s not moving their management. What do you expect happens if you do get 50 percent? Do you think it will turn the situation around and get PeopleSoft moving in a different direction?

SAFRA CATZ: Well, first of all, as far as being non-binding, the only thing that stands in the way of this tender offer being successful, if we get over 50 percent, is this board. They are the absolute only thing. We’ve taken out the major conditions in this offer. All we’ve left is the poison pill and Delaware 203, which is Delaware’s Anti-takeover, which is, again, all entirely within their board’s control. So to make this offer absolutely

binding, it doesn’t depend on anything we do; it depends only on what they do. So to the extent that they pull the pill, this deal is done over the weekend. If not, we have asked for a hearing with Judge Strine in Delaware, and we have a scheduling hearing a week or so later, and we hope that he will go ahead and intervene.

HARRY YOU: I think, Greg, this is not, I believe, just expectation-setting. This is really for PeopleSoft shareholders, whether they want to show how they exercise their view in our corporate democracy. I think, as Safra said, there is nothing that now impedes the transaction. Shareholders at PeopleSoft need to decide how $24 from Oracle — potentially before the end of the year, if the Management and Board pull the pill or the judge decides to rescind the pill and grant 203 relief – how that compares with what PeopleSoft might otherwise do. And shareholders should feel that this is a tangible choice that they are making. This is not a straw pull; and I think to imply it, really, I would have to say, personally, might show a lack of serious understanding or an intent to obfuscate how corporate governance in our country should work.

GREG TAXIN: It sounds like there was a scheduled hearing or conference with the judge that was scheduled for November 12, and I think it’s been postponed — and, Safra, I take it that that’s the meeting you’re now talking about — but it sounds like that’s going to be after the November 25 date that’s require for PeopleSoft shareholders to nominate directors in opposition to the incumbents. So if you’re not going to get in front of Judge Strine until after that date, would you share with us your thoughts on running an alternative slate as you started to do last year at the PeopleSoft?

HARRY YOU: Well, what I have to credit, as a relative newcomer – I have to credit Safra, Larry, Jeff, and my other colleagues and our Board on is that we are focusing on the issue at hand. The issue at hand is seeking to maximize the number of shares that are tendered on November 19, that are a full and fair offer of $24. And there is the hearing with Judge Strine on the morning of the twenty-fourth. And we have not yet made a decision on how we’ll proceed relative to the proxy because, ultimately, as Safra, I think, pointed out with abundant clarity – if we don’t receive 50 percent then we are walking away from the transaction and withdrawing our lawsuit. So I think it’s premature to look at the twenty-fifth. I think everyone needs to focus on whether they think, on the nineteenth at midnight, $24 is a good offer for their shares.

GREG TAXIN: Now, as I understand, the makeup of the PeopleSoft shareholder base – you’ve got about 30 percent of that stock held by either insiders, index funds or retail investors who don’t typically tender shares, and a system for doing so can be complicated. That brings you sort of maximum possible tenders to something like 70 percent. How did you arrive at 50? Do you think that’s really achievable? What’s your handicapping of the numbers given that the maximum that you could probably get under the best of conditions would be 70?

HARRY YOU: Well, I don’t disagree with your analysis, Greg. I think there’s about 10 percent that Mr. Duffield and the Management Team and employees own; there’s about 10 percent that’s held by retail. And you’re correct that tends to be a little more inertial.

Yet, at the same time, this has been an unusual deal. It’s been very well publicized. And, certainly, Oracle shareholders should not feel that Oracle isn’t doing its utmost to turn out the vote, so to speak, relative to those shares. We are going to fervently pursue that until the nineteenth.

Index funds, whether they be passive and/or active, hold another 15 percent. So I think your analysis is correct — that the maximum, practical percentage that we could achieve is about 70 percent. Fifty percent is obviously an important number out of more than symbolism because, as Safra described, we feel that we should get a clear mandate to proceed; otherwise, it’s not worth our proceeding, and there are other strategic paths. And as has been acknowledged in the press recently, we have been having other strategic discussions that we will pursue if 50 percent or more PeopleSoft shareholders are not interested in our transaction of $24.

SAFRA CATZ: Greg, you’ve got to look at what the PeopleSoft Board must see if, Saturday morning, a majority of their shareholders want to take this deal. They have what are supposed to be independent directors. They have an obligation. They work specifically for those shareholders and, if a majority of their shareholders tell them they want a deal done, it would be very interesting what they’re talking about Saturday morning.

GREG TAXIN: Let’s spend a second on that topic because PeopleSoft has set up a transaction committee that has five independent directors on it. They claim to have met now 31 times since you first made an offer for PeopleSoft; and yet they unanimously have opposed every deal you have put on the table, and that has apparently been ratified by the Board every time, unanimously. My question is, “What are they missing?” Why is that they opposed this transaction? The five members of that transaction committee own 440,000 PeopleSoft shares. Why don’t they see this the way you see it?

SAFRA CATZ: Well, you know, many of them are - have been affiliated with PeopleSoft for many years, and I can’t really hazard a guess as to the emotional attachment that they have to keeping the company independent. This is a - this is an offer that is really far higher than the shares are valued independently.

If you look at what the analysts are saying, each one of them - really the bulk of them all have quotes saying $15, $18, you know, all the kinds of numbers that, you know, make $24 an unbelievable price. Their board has just consistently opposed every single offer. And we could not - we could not understand why.

And that’s why we felt it was very important to finally give the shareholders an actual venue to decide about the company they own because no matter what the PeopleSoft board owns, the bulk of the shares aren’t held by them. They’re held by the folks on the phone and the other shareholders of this company.

And the moment that we could actually put the shareholders in a position to vote what they think since it’s them that matters, the moment we cleared in Europe, we put in place this offer to give them a voice, and that’s what we’re doing.

GREG TAXIN: You mentioned Dave Duffield a little earlier. As founder of PeopleSoft, he owns seven-and-a-half percent of the stock; he is a very large shareholder and would stand to gain some $650 million in cash from your offer.

Yet he is opposed to this transaction, and has been for his time on the board and now as CEO.

And I think it’s fair for shareholders who are on this call to scratch their head a little bit and try to understand why they should come to a different conclusion than a very large shareholder with lots of intimate knowledge of the company.

Do you have any sense of either what makes his situation different or why he’s thinking about this the wrong way?

SAFRA CATZ: Well, I think what shareholders should really look at is the fact that he continues to sell stock himself at prices far below and could probably thank us for some of the prices he’s gotten on the stock he’s sold, including stock he sold last October when the stock was quite high after their incorrect guidance, which I think the board knew was incorrect.

So it’s all interesting what you say, but then you go ahead and you look at what you do. And Mr. Duffield has sold quite a bit of stock, and he’s sold it at elevated levels based on guidance that I think was corrected only afterwards.

And so, you know, obviously he has an emotional attachment to the company and may feel it’s his duty, but it’s interesting, you know, to listen to more than what he says than look at what he did.

HARRY YOU: I would also add, Greg, I think it’s important for PeopleSoft shareholders to look at the track record of whether the board and the management team have in good faith tried to negotiate a transaction that represent shareholder interest, whether they have embarked on other transactions relative to executive severance or issues like the customer assurance program, whether those are in the shareholders’ best interest.

And I think that’s ultimately why this vote is so important on the 19th because shareholders can express a view.

Often, as you know, people who’ve been, as Safra pointed out, associated with the company for a long time may have emotional issues or other issues that may not necessarily be the application of the best possible business judgment to help the fiduciary interests of their shareholders.

And it’s not for us to judge. It’s for the PeopleSoft shareholders to judge. And that’s why we’ve created this opportunity for them on the 19th.

GREG TAXIN: And I guess the same you would say applies then to PeopleSoft’s buyback program, which bought a substantial number of shares in November of ‘03 at prices in the low 20s.

I mean otherwise that likely gets interpreted as a sense that the board thought even then that the low 20s was, you know, a cheap price for the stock.

SAFRA CATZ: It’s interesting that they did that because what came out in the Delaware trial, in fact, is that the guidance and some of their rejections of our offers were based on numbers that they didn’t support, couldn’t support, and at one point actually knew were unachievable.

So it’s really very hard to understand some of these decisions when, in fact, they were aware of the actual weakness in the company and weakness in the guidance they had issued.

HARRY YOU: And really I think when we approach this Friday, Greg, PeopleSoft shareholders should ask themselves is the $1.05 really achievable? And even if it might be achievable in some artificial way, is that in the best interests of a PeopleSoft shareholder relative to the long-term value of the company.

GREG TAXIN: Let’s talk about that. The analyst consensus prior to your most recent offer was something like 77 cents for 2005.

PeopleSoft then came out and gave some additional or new guidance for ‘05 that was $1.05 to $1.10, and we’ve seen the analyst consensus creep up a little bit to something like 82 cents.

But I think as you pointed out earlier, many of the analysts have now written that they don’t see how you get to $1.05 or $1.10. If the company can hit $1.10, if in fact that were a good, safe, fair projection, isn’t it fair to say then that $24 may not be a terribly attractive price, that that would be 22 times forward...

HARRY YOU: I actually very much - I have to interrupt you - I very much disagree because in the end it’s the long-term earnings profile that matters. Our industry does give a company like PeopleSoft the potential to change the earnings profile.

So that’s why I made the key distinction of bifurcation, is whether the management guidance of PeopleSoft is achievable but even if somehow they might get there, whether that’s in the long run interests of PeopleSoft shareholders.

And they’ve acknowledged in the Delaware court hearings that there were some special transactions, golden disc transactions that accelerated revenues and earnings from the future, basically mortgaging the future for the sake of the present.

And that’s what a shareholder should decide on, is whether that’s prudent behavior when you own the company to have that sort of trajectory because the technology spending environment certainly isn’t, you know, growing at a 30, 35-percent clip right now.

GREG TAXIN: Well, they say to get to their $1.05 to $1.10, they need - I think - the line was something like essentially a market rate of growth. They expect on license revenue that the apps business is going to grow five to 10 percent. They point to the Gartner studies and IDC and some others.

Do you disagree fundamentally with that view of the market for apps?

SAFRA CATZ: No. I think some companies are going to grow faster, some are going to grow slower. What it comes into distinct contrast with is what their internal documents say about their competitiveness.

Their internal documents in both lawsuits that came out showed that they were under investing, unable to keep up, and that they were not going to be competitive against the SAPs and the Microsofts and the Oracles of the world.

And so, for them to even expect to be the market level, as you know, the thing about technology is some are better, some are worse. It’s - we’re not about averages in our business. And their internal documents from their most senior people show how they are falling further and further behind.

I wanted to make one other comment to you about, you know, the guidance and price and all that. And I want to just remind you that this is the same board that started an antitrust lobbying effort that would have made it impossible for them to accept any price.

They lobbied, you know, a dozen states, the Department of Justice, and the European Commission. They put presentations together, they supported them. And had those - had they been successful, even if we were offering $1,000 a share, it wouldn’t have made any difference.

So the shareholders would not have been able to take it. So it’s all interesting now that they’ve come up with new guidance. We’ve actually seen that movie before because when they were buying JD Edwards, they were going to do 60-something cents.

Four days later, they were going to do 90-something cents. Amazing what they learned four days later - oh, except for our tender offer, our original tender offer started.

Now they’re saying $1.05 and $1.10. I can - I understand why the analysts are so skeptical because they too have seen this movie before, and they too understand that this is the same board that wanted to make accepting $100 impossible.

GREG TAXIN: Let’s talk - we have a lot of questions here, many of them on the same topic, which I’m going to guess, Harry, you’re going to not want to address that clearly, but I’m going to ask you anyway.

People are very interested to understand what the - what you think the combined earnings of the company look like, sort of when does this become accretive? I know you’ve said in 12 months it’s break even on a pro forma basis and in 24 months break even on a GAAP basis. Can you add anything else to add?

HARRY YOU: No. I think, Greg, you’ve summed it up well. I would just add that on a GAAP basis our goal is to get it to be break even, but it’s going to take a lot of hard work and a lot of investment of time and capital to get it there.

So what I’ve characterized is why we feel that our offer fully comports to what the judge requested to give our best and final offer. This is at a level where we don’t want to stress Oracle shareholders any further.

GREG TAXIN: Well, as I do the math, and I’m an amateur at math, so you’ll excuse this, but you’ve said this is about a $9.2 billion transaction all in (ph). You - today you’re earning 1.6 percent on your cash, probably more on your short-term investments. At two percent that’s $180 million of pretax income.

PeopleSoft as a stand-alone entity is sort of at a run rate about equal to that. And obviously there are severance costs and all sorts of other issues. But there surely are some cost savings and revenue opportunities.

So I guess the question is why isn’t it accretive faster, or are we going to learn after this deal that, in fact, it was very accretive and PeopleSoft shareholders are going to be, you know, kicking themselves for not having held out?

HARRY YOU: Well, I think all the Oracle shareholders and I think the vast majority of PeopleSoft shareholders would quarrel a little bit with your analysis because ultimately the Oracle cost of capital for us is being able to repurchase our stock and return the weighted average cost of capital.

And if you look at the analyst commentary, most of the tier one analysts factor in something more like nine percent relative to our cost of capital.

And frankly, Greg, I’ve had Oracle shareholders push back and say that since they feel that our shares are somewhat or moderately undervalued at this point, shouldn’t we be looking at a higher cost of capital with buying back our stock today?

You could imagine a scenario if the economy continues as it is currently that it might be actually a 15-percent or higher opportunity cost. So that’s the real opportunity cost, is that’s the basic economics and finance we’re working with.

And we’re, you know, not looking at math that I think is too hasty relative to trying to see if a transaction could be done versus looking at the real economics to all parties.

GREG TAXIN: We’re getting close here to our - to our hour with you, and we appreciate you taking so much time. I want to encourage other people to quickly send their last minute questions into proxytalk@glasslewis.com.

Let me - let me see if we can backup a little bit to a slightly sort of macro perspective because our - obviously we’re interested both in this transaction but also in the larger issues of kind of corporate governance and approach to the world.

You started this effort in June of ‘03 with - from a very heady approach, if I may say. I mean you sort of came in and put an offer on the table that was a fairly modest premium to where PeopleSoft shares were trading at the time. They were trading at about $15.11, and your offer was at $16.

And there were some suggestion that the operating expense of PeopleSoft was going to be dramatically reduced and that products may suffer or maintenance efforts or further development might suffer.

And it strikes one that that put PeopleSoft immediately on the defensive. And I wonder whether now stepping back from all of this whether you think that was the right tactic to start with.

Was there - was there an approach that might have gotten us to this place, you know, sooner or easier with less expenditures on both - for both companies?

SAFRA CATZ: Well, it’s easy to second guess now. But, you know, we look at it, and at the time, as I’ve testified consistently, in fact, PeopleSoft thought their stock was worth about $15 because that’s what they were giving the JD Edwards shareholders for it.

So for us to offer $16, we actually thought that - I personally thought that that was a very good price. PeopleSoft was on an extremely negative trajectory. They were just barely profitable themselves. They were down significantly. And we would have preferred to just wait until they got actually cheaper, as they had been.

The buying of JD Edwards, we had hoped they wouldn’t do because it was also a struggling company. It’s turned out to be exactly that. And as you can tell, PeopleSoft with JD Edwards is just a teeny bit bigger than PeopleSoft alone was a mere year-and-a-half ago.

So that acquisition was the failure that we expected it to be. We did also believe that their current management team at the time, Craig Conway, would not sell to us at any price.

He affirmed that immediately at that very day in Germany on Reuters. And then, consistently, his internal documents showed that he had absolutely no interest in selling at any price.

The documents also show that our commitment to customers started on day one, where Larry Ellison, in the transcript of the conference call, said we would continue to enhance the products for existing customers. But anyone who follows the software industry knows that customers don’t buy software. You have to actively sell it to them and market it to them. And we had decided at that time that it didn’t make sense to have two product lines actively marketed. That is exactly still our message. So, we haven’t actually change.

What we did learn is that PeopleSoft before talking to any customers over that weekend went ahead and, with the discussion of their investment bankers and their attorneys, came up with the idea of the CAP program, and it’s actually PeopleSoft. And this came out in the Delaware testimony and will come out even more as the evidence is made public ultimately. But it was PeopleSoft that went out on a active campaign to say we wouldn’t support the products and upset the customers. And that’s really probably the only – the truly most unfortunate thing, which is a lot of customers in very good faith believed what they were told by PeopleSoft. And it took us a very, very long time to get the truth out, and I believe we continue to do that.

So, did everything work out as we’d plan? No. In fact, we never expected 18 months from now going through a Department of Justice trial, but we always knew we would succeed. And we are hopeful that we did it in such a way that the shareholders now will go ahead and tender into this offering, but they’re going to make the ultimate decision. And that’s really what we’re left with here.

GREG TAXIN: Two more questions, if I may, that come from people on the call.

SAFRA CATZ: Sure.

GREG TAXIN: One of which is, I think, actually quite good, I hadn’t thought of, which is let’s say you hit the 50 percent number on Friday. As you said, you don’t have a meeting with the judge till the following Thursday and you hope that PeopleSoft board wakes up on Saturday morning and, in addition to having their coffee and reading the paper, thinks hard about what they should do. No doubt even if they decide to come to you to try to enter into some friendly arrangement they’re going to seek something in exchange for the shortening of the dispute. Can we expect to see a negotiation over that weekend and a price on Monday morning that’s more than $24? Should shareholders expect and hope for that?

HARRY YOU: I think we’ve been absolutely clear here, Greg. It’s $24 as of midnight on the 19^th. Certainly if events such as the judge’s hearing, if we have over 50 percent necessitate, we’ll extend our tender offer, but it’ll be at $24. It won’t be any higher. And it won’t also be any lower unless there’s truly material adverse change to the company. So that’s our commitment to PeopleSoft shareholders, that this is our full and fair offer. We will let the process – if an extra day – a few days are needed or some period of multiple weeks for the process to run it course, but people should not expect that the price will go up, nor should they expect that we take the price down.

SAFRA CATZ: Yes. I just want to make sure we’re very clear that what happens is that we have not left any conditions in the offering that are within our control. They are entirely the pill and what’s called Delaware 203. There is in fact no – what is called a material adverse change out, and that is not – that’s not what Harry’s referring to. We are committed to this transaction. I don’t think – I can’t remember the last time a company went through 18 months and actually lived through a lawsuit by the Department of Justice. And so, that, I think, shows our commitment to trying to get this transaction done.

The only thing stopping this transaction right now – one is within the control of the shareholders, which is to tender into this offer. The only other thing left is entirely within the control of this board of directors. And this is an opportunity. This is the very first time that’s happened because of all the regulatory work that the PeopleSoft folks started, but that’s all over. This is the final chance to try to get a deal done, and we’re looking forward to it.

GREG TAXIN: One final question, which is – I hate to leave us on a negative note. But if you don’t get the 51 percent your chief executive, I think, testified in Delaware that - according to him, he said, “We thought the only way to survive was to be an acquiror.” So, if this doesn’t work for you and PeopleSoft doesn’t work for you, I guess that tells us what your plans are. Do you want to elaborate on what to do next?

HARRY YOU: I think I mentioned before, Greg, $24 on the 19^th is our point of strategic indifference. We’ve acknowledged like a good prudent management team would. We don’t put all our eggs in one basket. And so, we are actively pursuing other strategic paths if that’s where the PeopleSoft shareholders would like to go. But I think $24 is so compelling, as Safra described, that ask another factoid. It’s – I think in the last 18 months there’s only one day intraday where the stock even touched $24. And I just feel as a financial person. When you look at 31 times and how the plan materializes and how – and the risk of that and relative to 16-and-a-half times the S&P 500. And I’m not entirely clear that the ERP market grows any faster than S&P long-term operating earnings have grown over the last 50 years, which is about six percent. I think $24 is an outstanding offer.

And I think, on a positive note, PeopleSoft shareholders should be glad that we have fought through the thicket of regulation as well as some behavior that hasn’t been pro corporate governance to give them this opportunity to be able to get good value on their shares.

GREG TAXIN: Well, thank you both very much. We really appreciate you taking the time to do the call. And wish you the best of luck on Friday.

SAFRA CATZ: Thank you.

HARRY YOU: Thanks, Greg.

SAFRA CATZ: Thank you very much.

HARRY YOU: Thanks for coming.

OPERATOR: Ladies and gentlemen, this does conclude today’s teleconference. We thank you for your participation. You may disconnect your lines at this time, and have a great day.

END

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EX-99.(A)(5)CLXXXII

Exhibit (a)(5)(clxxxii)

Attention PeopleSoft Stockholders:

You Heard From PeopleSoft Management…

Now LISTEN To What

Independent Analysts Are Saying

“More valuable today?… This statement is a bit perplexing… Management’s original pro forma EPS guidance was $0.90 to $0.92, versus $0.69 to $0.71 today.”

—David Hilal, Friedman, Billings, Ramsey

November 11, 2004

“In addition to rejecting Oracle’s $24 takeover bid, PeopleSoft announced Q4 and 2005 guidance that suggests the company is mainly focused on convincing shareholders not to tender their shares. Because guidance has little credibility, we continue to believe that PeopleSoft shareholders will opt for Oracle’s $24 in cash, and that ultimately a deal will be completed.”

—Drew Brosseau, SG Cowen & Co.

November 11, 2004

“We find it hard to justify that PeopleSoft should garner a premium valuation to those blue-chip firms [referring to its peer group including Microsoft]. 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 Lynch

October 22, 2004

“We believe that the company’s 2005 outlook is a bit aggressive, considering the company could not point to any specific reasons for an improved business environment, or plans for additional cost reductions… Given management’s past history of offering unachievable forecasts, such as that put forth in September 2003, we do not put much credence to these numbers. Accordingly, we are not making any changes to our estimates.”

—Jason Maynard, Merrill Lynch

November 11, 2004

“We are concerned that PeopleSoft is elevating expectations to unreasonable levels in order to convince shareholders to side with the Board in opposing Oracle’s tender offer… We remind investors of the bullish forecasts PeopleSoft made shortly after the JDEC merger closed, and the later disappointments that followed, and worry that PeopleSoft is creating a similar situation now with its guidance for next year.”

“We calculate a standalone fundamental value of $15.50 for PeopleSoft.”

—Charles Di Bona II, Bernstein Research

November 11, 2004

“We believe $24 represents an attractive offer for PeopleSoft shareholders at this time.”

—John DiFucci, Bear Stearns

November 11, 2004

“We do not believe that PeopleSoft genuinely offers a plan that will generate shareholder value greater than the $24 tender offer—at least not in the next year or so.”

—Patrick Walravens, JMP

November 11, 2004

“We believe PeopleSoft’s guidance for 2005 is overly optimistic in order to bolster its case to reject Oracle’s offer.”

—Jim Yin, EKN

November 11, 2004

“We see best way to value PeopleSoft on maintenance revenues, and believe that $15 or 3x EV/maintenance could represent a floor if the deal fails.”

—Brad Reback, CIBC

November 11, 2004

“If Oracle failed to acquire PeopleSoft and the Company operated as a stand-alone business, we believe the shares could fall as low as $16–$18.”

—Ross MacMillan, Morgan Stanley

November 11, 2004

Oracle Corporation is offering $24.00 Cash Per Share

for all outstanding shares of PeopleSoft.

The Board of Directors of PeopleSoft have wasted your money on an ill-fated antitrust campaign to thwart our offer, substantially increased employee severance costs, attempted to saddle potential acquirers with a multibillion dollar CAP Program (a customer “poison pill”), and even provided inaccurate financial guidance for historical periods. We believe that all of these activities have actually reduced the value of your PeopleSoft holdings. You saw above what independent analysts think about PeopleSoft’s prospects. Don’t let the Board of PeopleSoft again reject our offer. Tender your shares and send a clear message…that you, the true owners of Peoplesoft, should decide the future of this company.

Tender your shares by Midnight EST. on Friday, November 19, 2004.

Oracle will withdraw its offer if a majority of shares are not tendered.

If you have any questions or need any assistance in tendering your shares, please call 1-800-322-2885:

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

Find out more at oracle.com/peoplesoft