8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(D) of
                       the Securities Exchange Act of 1934




         Date of Report (Date of earliest event reported): JUNE 5, 2002




                                PEOPLESOFT, INC.
               (Exact Name of Registrant as Specified in Charter)






                                     0-20710
                            (Commission File Number)


               DELAWARE                             68-0137069
      (State or Other Jurisdiction               (I.R.S. Employer
           of Incorporation)                   Identification Number)



               4460 HACIENDA                                    94588
           DRIVE, PLEASANTON, CA                              (Zip Code)
  (Address of Principal Executive Offices)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (925) 694-3000

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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     On June 5, 2002, PeopleSoft, Inc., ("PeopleSoft") terminated its
relationship with Arthur Andersen LLP ("Andersen") as its independent public
accountants and engaged the services of KPMG LLP ("KPMG"), effective as of June
5, 2002, as its independent public accountants for its fiscal year ending
December 31, 2002. The Board of Directors of PeopleSoft, upon the recommendation
of the Audit Committee, authorized the termination of Andersen and the
engagement of KPMG.

     Andersen's audit reports on PeopleSoft's consolidated financial statements
for the fiscal years ended December 31, 2001 and 2000, did not contain an
adverse opinion or disclaimer of opinion, nor were the reports qualified or
modified as to uncertainty, audit scope or accounting principles.

     During the Company's two most recent fiscal years, and the subsequent
period through June 5, 2002, there were no disagreements between PeopleSoft and
Andersen on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to Andersen's satisfaction, would have caused Andersen to make reference to the
subject matter of the disagreement in connection with its reports for such
years. In addition, no reportable events, as defined in Item 304(a)(1)(v) of
Regulation S-K, occurred during the Company's two most recent fiscal years, and
the subsequent period through June 5, 2002. Attached as Exhibit 16.1 is a letter
from Andersen, dated June 5, 2002, stating that Andersen agrees with the
disclosures made in this and the preceding paragraph.

     During the Company's two most recent fiscal years, and the subsequent
period through June 5, 2002, PeopleSoft did not consult with KPMG with respect
to: (i) the application of accounting principles to a specified transaction,
either completed or proposed; (ii) the type of audit opinion that might be
rendered on PeopleSoft's consolidated financial statements; or (iii) any matter
or event described in Item 304(a)(2)(i) or (ii) of Regulation S-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

    (c) Exhibits

        16.1      Letter of Arthur Andersen LLP dated June 5, 2002 to the
                  Securities and Exchange Commission regarding change in
                  certifying accountant





                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated as of: June 6, 2002

                                       PEOPLESOFT, INC.


                                       By:  /s/ KEVIN T. PARKER
                                          ---------------------
                                            Kevin T. Parker
                                            Executive Vice President, Finance
                                            and Administration, Chief Financial
                                            Officer
                                            (Principal Financial and Accounting
                                            Officer)





                                  EXHIBIT INDEX



Exhibit           Description
- -------           -----------
               
16.1              Letter of Arthur Andersen LLP dated June 5, 2002 to the
                  Securities and Exchange Commission regarding change in
                  certifying accountant

EX-16.1

                                                                    Exhibit 16.1

June 5, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

We have read Item 4 included in the Form 8-K dated June 5, 2002, of PeopleSoft,
Inc., filed with the Securities and Exchange Commission, and are in agreement
with all statements that refer to our firm.

Very truly yours,

/s/ Arthur Andersen LLP
- -------------------------------
Arthur Andersen LLP

cc:  Mr. Kevin Parker
     Executive Vice President and Chief Financial Officer
     PeopleSoft, Inc.