SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

————————————

RULE 13E-1 TRANSACTION STATEMENT

Pursuant to Section 13(e) of the Securities Exchange Act of 1934

PEOPLESOFT, INC.

(Name of Issuer)

PEOPLESOFT, INC.

(Name of Person Filing Statement)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

712713106
(CUSIP Number of Class of Securities)

————————————
Craig Conway
President and Chief Executive Officer
PeopleSoft, Inc.
4460 Hacienda Drive, Pleasanton, California 94588-8618
(925) 225-3000
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)

COPIES TO:

Douglas D. Smith, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
San Francisco, California 94104
(415) 393-8200

Calculation of Filing Fee

Transaction Value	Amount of Filing Fee
$200,000,000 in Common Stock of PeopleSoft, Inc.	$16,180.00*

* Fee calculated as provided in Fee Rate Advisory #6 for fiscal year 2004, based on a fee of $80.90 per $1,000,000 of securities proposed to be purchased.

1

Item 1. Security and Issuer

     This Rule 13e-1 Transaction Statement relates to the proposed purchase by the issuer, PeopleSoft, Inc., a Delaware corporation (the “Company”), of up to $200 million of its common stock, par value $0.01 per share, to be effected from time to time in open market or privately negotiated purchases or otherwise, depending on market prices and other conditions. The purchases will be made pursuant to the Company’s $200 million share repurchase program, the authorization of which was announced on January 12, 2004. A copy of the press release announcing the share repurchase program is attached as exhibit 99.1 to this Rule 13e-1 Transaction Statement and is incorporated herein by this reference. Any such purchases will be made on the NASDAQ National Market.

Item 2. Purposes of the Repurchases

     The Company’s Board of Directors believes that the proposed share repurchases are consistent with its goal of utilizing available cash for the benefit of its stockholders, in that (a) the reduction in the number of shares outstanding following the share repurchase will increase the relative percentage ownership of the Company by those stockholders who retain their shares, and (b) the reduction in the number of outstanding shares is expected to be accretive to earnings per share. The Company intends to hold all shares repurchased by it pursuant to the share repurchase program as treasury stock.

Item 3. Source and Amount of Funds or Other Consideration

     The Company intends to fund all share repurchases from cash surplus and general corporate funds generated from its operations.

2

SIGNATURE

     After reasonable 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.

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

Date: January 13, 2004

3

Exhibit 99.1

PeopleSoft Announces $200 Million Stock Repurchase Program

PLEASANTON, Calif. — January 12, 2004 — PeopleSoft, Inc. (Nasdaq: PSFT) today announced that its Board of Directors has authorized a stock repurchase program for up to $200 million of the Company’s common stock.

About PeopleSoft

PeopleSoft (Nasdaq: PSFT) is the world’s second largest provider of enterprise application software with 12,000 customers in more than 25 industries and 150 countries. For more information, visit us at www.peoplesoft.com.

Additional Information

PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle’s tender offer. Stockholders should read that document and any amendments thereto because they contain important information. These filings can be obtained without charge at www.sec.gov and at www.peoplesoft.com.

Forward-Looking Statements

This press release may contain forward-looking statements, which reflect PeopleSoft’s current beliefs based on information currently available to PeopleSoft. These statements are only predictions and actual results may differ materially. For a more detailed discussion of information regarding risks that may affect PeopleSoft generally, see PeopleSoft’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Additional risks relating to Oracle’s tender offer are described in PeopleSoft’s most recent SEC filings. All forward-looking statements are only as of the date they are made and PeopleSoft undertakes no obligation to update or revise them.

CONTACTS:
Lori Varlas
Investor Relations
(877) 528-7413
lori_varlas@peoplesoft.com

Steve Swasey
Public Relations
(925) 694-5230
steve_swasey@peoplesoft.com