EXHIBIT (a)(93)


            PEOPLESOFT ANNUAL MEETING OF STOCKHOLDERS/MARCH 25, 2004

GEORGE BATTLE, DIRECTOR, PEOPLESOFT: OK, I guess we'll get started. Good
morning. My name is Skip Battle. I'm a director of PeopleSoft. I'm a nominee for
reelection today, and it's my pleasure to welcome you to our 2004 annual
shareholders meeting.

Because of the tender offer that's outstanding and a number of the legal issues
that have been faced by the company over the past several months, this is a much
more formal kind of a session than those of you shareholders, who have been here
before are used to with us, and we apologize for the lack of intimacy. But I
think given the legal issues that are facing us, we have to be very, very
careful that we do things absolutely correctly, which means quite formally, and
I'm going to be mostly reading from a script.

I'll be chairing the official business portion of today's meeting. I'd like to
introduce Anne Jordan, Senior Vice President, General Counsel, and Corporate
Secretary of PeopleSoft, who'll be serving as the secretary for the meeting.
Anne is right here, and she'll be joining me on the podium in a minute.

These things -- we are broadcasting wireless, and so we've got the same problems
that airplanes have when they take off, which means you need to turn them off.
So going to quiet mode, where they just vibrate instead of rings, that won't
help. We are Web casting, so we don't want that. So if you could please turn
your -- and this includes blackberries and PDAs and cell phones, if you please
turn them absolutely off I'd appreciate it.

Following, we have four items on the agenda today. The first is the approval of
the minutes of last year's stockholders meeting. The second is election of four
class two directors. The third is ratification of the selection of KPMG LLP as
our independent auditors for 2004. And the fourth is the consideration of a
stockholder proposal, urging our Board of Directors to adopt a policy of
expensing stock options. We're going to present all these proposals, and at the
conclusion of the presentation of the proposals, and before the report of the
vote, stockholders will have the opportunity to ask questions or make comments
that are relevant to the proposals.

We're going to have two sets of questions and answers today. The first will be
about these proposals, the formal part of the meeting. And after we've completed
the official business of the meeting, Kevin Parker, our Chief Financial Officer,
and Executive Vice President for Finance and Administration will report on the
company's financial performance. And following his presentation, Craig Conway,
our President, Chief Executive Officer, and a Director will present an overview
of the company. And after Craig's presentation, you'll have the opportunity to
ask further questions or make comments on the management presentations and the
general business of the company.

I'd like you to know that given the Oracle tender offer and the surrounding
events, our meeting will need to be a bit more formal than we've had in the
past. We regret that we are not able before or after the meeting to handle
individual questions. We'll follow the


agenda and we'll adhere to the conduct guidelines that were given you when you
registered today. If you'd like to ask a question or make a comment regarding
any of the proposals, please go to this microphone that's here in the center
aisle when we've announced that we're ready for questions, and wait to speak
until I recognize you. When you're recognized, please state your name, whether
you are a stockholder, or whether you hold the proxy of a stockholder, and then
make your question and comment. We'd like to limit this to one question or
comment per shareholder. We'd like to ask you to be brief with a maximum limit
of two minutes per questions or comment. That way, we can make sure that we get
to all the questions. The sponsors of the shareholder proposal being presented
today will also have two minutes to present that proposal.

I'd like to now introduce the company directors who are with us this morning.
First, the directors who were elected last year and who will serve until the
2005 annual meeting. First is Dave Duffield. He founded PeopleSoft in 1987. He's
been the Chairman of the Board since that time. Dave is the only guy who didn't
wear a suit, of the Directors. Steve Goldby has been a member of the Board since
February 2000. He's the Chairman and CEO of Symyx Technologies, and he's also
chaired our Nominating and Governance Committee. Steve Goldby's here on the
right. Aneel Bhusri has served on the Board since March of 1999. He's a general
partner of Greylock Management Corporation, a Venture Capital firm. Aneel's over
here, fourth in and Michael Maples has been a member of the Board since July
2003. He was formally on the Board of J.D. Edwards & Co., which was acquired by
PeopleSoft in August of 2003, and he came to our board at that time. These are
directors who are not standing for election this year.

The Directors, in addition to me, who are standing for election this year for a
two-year term, are Craig Conway. He's the PeopleSoft President and Chief
Executive Officer, joined us in May of 1999, and has been a Director since that
time. Craig led the company through the acquisition of J.D. Edwards and has
taken PeopleSoft from $1.4 billion in annual revenue in 1999 to $2.3 billion of
revenue in 2003. Frank Fanzilli Jr. joined the Board in May of 2001, is also a
Director of Interwoven Inc. Cyril Yansouni has been a member of the Board since
1992, until recently was Chairman of the Board of Read-Rite Corporation and
Cyril chairs our Audit Committee. I've been a member of the Board since December
of 1995. I'm also the Executive Chairman of AskJeeves Inc. and I'm a Senior
Fellow at the Aspen Institute.

So now, we'll get into the official business. Before we proceed with the
official business, I'd like to make a few other introductions. Over here, Tony
Vecchio, a Director of Georgeson Shareholder Communications Inc., Georgeson has
been appointed as the inspector of elections for this meeting and has also
served as vote tabulator. Mr. Vecchio has signed his oath of office on behalf of
Georgeson, as Inspector of elections for this meeting. And I would like to
introduce Mark Goodburn and Laurie Mullen, the partners with KPMG, could you --
where are you guys? Oh, excuse me. Responsible for the PeopleSoft audit
engagement. They'll be available after the meeting if you have any questions for
KPMG regarding PeopleSoft's financial statements or related matters. In
addition, I'd like to introduce Kevin Parker, our Executive Vice President of
Finance



and Administration, Chief Financial Officer. He'll be speaking later in the
meeting. And our Vice President of investor relations is Bob Okunski. Bob will
be available after the meeting over here to answer any questions you may have
regarding general investor matters. I'll now ask our Corporate Secretary to
report on certain procedural matters relating to the meeting. Anne?

ANNE JORDAN, SVP, GENERAL COUNSEL, CORPORATE SECRETARY, PEOPLESOFT: Thank you
Skip. I've been given a copy of the proxy statement, the proxy card and the 2003
annual report on form 10-K that were sent to the stockholders. The Company's
mailing agent has certified that the proxy statement and the card were mailed to
the shareholders starting on February 21st 2004, and the supplemental proxy
statement and card were mailed starting around March 4, with the company's form
10-K, to all stockholders of record on February 10th. February 10th was the
record date that was set by the Board of Directors to determine stockholders
entitled to vote at this meeting. Copies of these items are going to be filed
with the minutes of today's meeting. On the record date, there were 363,210,792
shares of common stock issued and outstanding, and each one of those shares is
entitled to one vote. Mr. Vecchio, can you report on the number of shares
represented at the meeting?

TONY VECCHIO, DIRECTOR, GEORGESON SHAREHOLDER COMMUNICATIONS: (INAUDIBLE)
proxies on file at this time, there are present by proxy, 294,211,182 shares of
common stock of PeopleSoft Inc. representing 81% of the shares outstanding on
the record date.

JORDAN: Thank you. Since we have a majority of the outstanding shares
represented and present at the meeting today, there's a quorum present and we
may proceed with the business at the meeting.

BATTLE: Thank you. Pardon me. We're conducting this meeting in accordance with
the company's bylaws and the rules of conduct distributed this morning. The
polls are now open, at about 8:45, for voting on the matters under
consideration, that's those four things under consideration at this meeting. The
polls will close upon conclusion of our discussion of the proposals been voted
on here today, and I'll now ask the Corporate Secretary to explain the voting
procedures. Anne?

JORDAN: Stockholders of record as of February 10, 2004 received two white proxy
cards. The first card was mailed starting on February 21, and it contained two
proposals that were put forward by Oracle Corp. The second card was mailed
starting March 4, and it did not include the Oracle proposals. On February 27,
2004, Oracle officially withdrew its stockholder proposal, so these are no
longer being considered as part of the business at today's meeting.

If you turned in the first white proxy card containing the Oracle proposals,
that proxy card is still valid, and any voting instructions that you made in
relation to Oracle's proposals, will be disregarded and have no effect, but the
other proposals that you did vote on will be voted in accordance with that
proxy. So if you have turned in either that proxy or the



second proxy to Georgeson Shareholder, our proxy solicitor, and you don't intend
to change your vote, then it's not necessary to vote again at today's meeting.
If you didn't turn in a proxy card and you want to do so now, please raise your
hand and we'll collect it. Does anyone have a proxy they want to turn in? Right,
right here. Can someone get that for me? And if you wish to change your vote or
to vote now, we also have ballots available, so if you'd like to raise your
hand, we can hand out a ballot if you need it. Anyone need a ballot? OK, and if
you could mark those, we'll collect them right away.

BATTLE:  OK.

JORDAN:  OK.

BATTLE: Thank you. The first piece of business is to approve the minutes of last
year's Shareholder meeting. Copies of the draft minutes from last year's
stockholders meeting were made available to you this morning at the registration
table. In accordance with PeopleSoft's bylaws, if there are no objections, I
will declare the minutes of 2003 annual meeting of the shareholders approved as
written.

Now we'll move on to the other items on the agenda. The first proposal is the
election of directors. The company's directors, as I mentioned before, are
divided into two classes, serving staggered two-year terms. At this meeting,
four class two directors will be elected. The Board of Directors slate of
Director Nominees consist of myself, Skip Battle, Craig Conway, Frank Fanzilli
and Cyril Yansouni. There are no other nominees. You have already been
introduced to these Board nominees, and a detailed description of their
qualifications is included in your proxy statement. Our Board's Corporate
Governance and Nominating Committee recommended these nominees because they have
the qualifications set forth in our corporate governance policy, because the
committee believes that these nominees will continue to provide invaluable
insight and perspective for the company. PeopleSoft's Board of Directors
unanimously recommends that you vote for the entire slate of the PeopleSoft
Board of Directors nominees.

The next item for business is to ratify the appointment of KPMG as the Company's
independent auditors for the 2004 fiscal year. KPMG has served as the
independent auditors of the company since June 2002 and has a national
reputation for quality auditing services. PeopleSoft's Board of Directors
unanimously recommends that you vote for the ratification of KPMG as PeopleSoft
independent auditors. The AFSCME Employees Pension Fund, this is the next item,
and the last issue. The AFSCME Employees Pension Plan, and the Connecticut
Retirement Plans and trust funds have co-sponsored a stockholder proposal that
reads as follows - Resolved that the shareholders of PeopleSoft Inc. urge the
Board of Directors to adopt the policy that the cost of employee and director
stock options be recognized in PeopleSoft's income statement. Mr. Albert
Carlson, representing the sponsors of the proposal, will now briefly address the
meeting regarding this proposal. Sir?

ALBERT CARLSON, AMERICAN FEDERATION OF STATE, COUNTY AND MUNICIPAL EMPLOYEES,
AFL-CIO: (INAUDIBLE)


BATTLE:  Yes.

CARLSON: Good afternoon fellow shareholders and members of the Board and other
officers. My name is Albert Carlson and I represent the pension plan for the
American Federation of State County and municipal employees. I move passage of
the shareholder proposal No. 3, printed in its entirety in the proxy statement.
Stock options comprise a large portion of PeopleSoft's senior executive
compensation. Stock options are an integral part of PeopleSoft's executive
compensation package. According to the Company's proxy statement in 2003, CEO
Craig Conway's cash compensation totaled over $3.25 million and stock options
worth $14.9 million and $42.9 million, depending on the return assumption used.
We believe that expensing stock options more accurately reflects the cost of
awards to a company and will better reflect the true earnings of the company.
Stock options are a form of non-cash compensation with value to the recipient
and a cost to the company. Failure to expense options resulted in a 31% over
statement of earnings of S&P 500 companies, according to a report in 2002 issued
by the analysts accounting observer.

Standard & Poors recently began calculating a core earnings number in which the
cost of options is treated as an expense. In the words of Warren Buffett, if
stock options aren't a form of compensation, what are they? If compensation
isn't an expense, what is it? And if expenses shouldn't go in the calculation of
earnings, where in the world should they go? Previously, Federal Reserve
Chairman Alan Greenspan called on companies to expense stock options.
Voluntarily expensing of options sends a clear and important message to the
market that the company is committed to transparency and corporate governance
best practices. Recognizing this, over 380 companies have announced their
intention to expense stock options as of October '03, including Apple, Computer
Associates, and Microsoft. Finally, we believe that not expensing options may be
lead to overuse by companies to see them as free money. Standard and Poors noted
in a recent report, when something is significantly under priced, it is often
also substantially over consumed. We believe this concern is relevant to
PeopleSoft, where in May 2003 Institutional Shareholder Services calculated that
the total potential voting power dilution of PeopleSoft equity compensation
plans was over 34%. And it's for these reasons that we urge stockholders to vote
for this proposal. Thank you.

BATTLE: Thank you Mr. Carlson. The Board of Directors opposes this proposal for
the reasons stated in PeopleSoft's proxy statement. Unless and until the
accounting standards organizations require all companies to expense options and
until there's a commonly accepted method for valuing stock options, we do not
believe it's in the best interest of our stockholders to expense options. So
PeopleSoft's Board of Directors unanimously recommends that you vote against
this proposal.

At this time, we'd like to open the floor to any stockholder questions or
comments regarding these proposals, these three proposals, presented today. If
you'd like to ask a question or make a comment, please go to the microphone in
the center aisle and wait to speak until I recognize you. Please remember to
limit your question or comments to two



minutes so that we can address as many questions as possible during the time
allotted for discussion. If you have questions or comments that don't relate to
the proposals under consideration at this time, please wait, because there'll be
another time for following the management presentation for you to raise those
questions or make those comments. So now any questions or discussions on these
proposals standing before the stockholders?

Going once, going twice. Any other questions or comments? OK. Thank you. My wife
was going to come down here because she heard it was going to be really
exciting, she woke up feeling sick this morning and I'm going to have to tell
her it wasn't really exciting. I would now like to make a final call for proxy
cards and ballots and ask the inspector of elections to report the results of
the votes. Following the close of the polls, no further votes, proxy cards,
ballots, revocations or changes will be accepted. Are there any other completed
ballots or proxies in the audience? Any other?

Thank you. Any others? There are a couple more. Any other proxies or ballots?
All right then, if there are no other ballots or proxies to be collected, I now
declare the polls to be closed at 8:55 am California time. I'll give Mr.
Vecchio a minute to read those. Mr. Vecchio, may I have the preliminary results
of the votes please?

VECCHIO: Skip Battle, Craig Conway, Frank Fanzilli, Cyril Yansouni were elected
to the Board of Directors by the following preliminary vote - Skip Battle, votes
for, 281,388,564. Votes withheld 12,371,007. Craig Conway, votes for,
279,381,754. Votes withheld 14,829,428. Frank Fanzilli, 284,590,579. Votes
withheld 9,620,603. Cyril Yansouni, votes for, 279,296,032. Votes withheld
14,915,150. The appointment of KPMG as PeopleSoft's independent auditors for the
2004 fiscal year was ratified by the following preliminary vote. Votes for,
291,184,905. Votes against, 2,800,523. Votes abstained, 223,754. Lastly, the
stockholder proposal urging the board to adopt the policy of expensing stock
options was approved by the following preliminary vote. Votes for, 132,196,735.
Votes against, 113,398,425. Votes abstained, 4,209,642.

BATTLE: Thank you. Based on these results, I declare that Misters Craig Conway,
Frank Fanzilli, Cyril Yansouni and me are hereby elected as directors of the
company. KPMG's appointment as independent auditors has been ratified and the
proposal regarding expensing stock options has been approved. The inspector of
elections will provide me with a written report on the final quorum in
attendance at this meeting and the vote tabulation of the proposals voted, and
that report will be filed in the records of the company. This concludes the
formal business of today's meeting. I'll turn it over now to Kevin Parker, who
will discuss the company's financial performance over the past year. There'll be
an opportunity to ask questions of that management presentation, which Kevin
will be followed by Craig Conway, and then we'll have time for those questions.
Kevin?

KEVIN PARKER, EVP, FINANCE AND ADMINISTRATION, PEOPLESOFT: Thank you, Skip. Good
morning. As a matter of housekeeping, before we go through the presentation this
morning, we have a few legal notices that we need to go through. First and
foremost, we're going to be talking about our financial performance. And
included in our financial performance, there are a number of risk factors. I'd
urge you to go read our




form 10k -- excuse me, could we just back that up just for moment? I didn't mean
to -- or can I do that? There we go. Risk factors, and all those are enumerated
on form 10-K in our annual report as recently filed with the Securities and
Exchange Commission. We'll also be talking about a number of non-GAAP financial
measures. There's a reconciliation of those non-GAAP financial measures provided
as a part of this presentation. That is also available on our Web site and in
our previously filed presentations with the SEC as a part of the overall proxy
activity.

Talking about our 2003 financial performance, looking at our license revenue, we
actually saw our license revenue grow in the second year of a very tough
economic environment. We saw our overall license revenue grow from $530 to $538
million. Clearly, the combination of PeopleSoft and J.D. Edwards is doing very
well in a very challenging marketplace. If you look at Q1 results, from a year
ago, you'll note that we were in the middle of the very beginnings of the war in
Iraq, and that certainly had a dramatic impact on our results on a quarterly
basis, but we've seen the company rebound very quickly since that point in time.

Looking at our professional services revenue, we have industry-leading
performance in overall professional services revenues. Professional services
revenues are PeopleSoft's consulting activity, increased from $708 million to
$824 million during that timeframe. I think we stand apart with the rest of the
industry, in terms of the performance of our professional services organization.
Overall maintenance really impacted by the very high customer retention rates
that we have, and the new customers that we continue to add. We added over 540
new customers last year alone. We saw our maintenance revenues increase from
$703 million to $904 million on a year over year basis. All of that combined
with the effort that the company puts in from every aspect of the company, in
managing our expenses, really has contributed an awful lot to seeing our
operating margins improved during that same timeframe. On a pro forma basis, we
saw our operating margins increased to 15.3% in Q4. If we had not incurred the
cost related to the Oracle hostile bid, and that had a significant impact on our
overall operating margins, the operating margins would have increased to 16.8%
for the quarter ended in December, so a substantial improvement in the operating
margins for the company, and we certainly seen that performance continue over
the last several years.

All of that, the revenues that we saw, the operating margin improvement, led to
record operating income during the course of the year. On a pro forma basis, we
generated about $317.8 million worth of operating income, up 37% from the
operating income a year ago. On a pro forma basis, if we had excluded the cost
related to the Oracle activity, and if we had not been forced to incur those
costs, the operating income would have been even higher, at $360 million for the
full year. That also enabled us to generate the third year of record earnings
per share. If you look on a pro forma basis, the earnings per share have
increased from 60 cents to 64 cents for the year ended December 31, 2003. The
Oracle related costs that I mentioned actually cost us eight cents a share for
the full year. If we had not been incurring those costs at that point in time,
we would have had earnings per share that was even higher at 72 cents a share.
But as it was, the earnings per share showed 20% growth on a year over year
basis.


For the year ended December 31, the stock increased in value from where we were
at the beginning of the year, about 24.5%, outperforming the S&P software index,
which returned only 22% during that same timeframe. So the earnings per share
improvement that we saw and the operating margin improvement that we saw has
really translated into increasing shareholder value during that time.

Some additional highlights for the year, as I mentioned, we brought in about 540
brand new customers. It accounted for about 33% of our license revenues for the
year.

And just for clarification, when we say new customer, it means a company that's
never done business with PeopleSoft or JD Edwards before. About a third of our
revenues come from continuing to win new customers in the marketplace. We had
over 2,600 license transactions during the year, so a very strong performance in
terms of the breadth and depth of the product line.

We had - excuse me - I'm not sure why that keeps doing that. We had 104 deals
greater than a million dollars during that time frame, so very successful in
terms of winning large accounts and large deals.

One of the life blood of any company is cash flow. We generated cash flow,
operating cash flow of nearly $400 million for the year, so very strong in terms
of the financial management and the operating cash flow for the company.

As I mentioned, this is the third year of record EPS, or incurring - increasing
EPS during that time frame. And also important to note that we completed a $350
million stock repurchase in the fourth quarter. And the board of directors has
authorized another $200 million of stock repurchase in 2004.

Some other actions the board has taken I think that are really very shareholder
value oriented and shareholder centric, we've reduced and the board has reduced
the potential dilution of future options very substantially, by more than 60
million shares during the - during future periods.

The board of directors has taken a shareholder-approved stock option plan. We
had an Evergreen provision, that issued new options of about 5% of the shares
outstanding and unilaterally reduced that on a ratable basis, going down to
almost 1% by time the plan expires in 2007 and 2008.

We've also canceled about 9.8 million shares that were available to be issued
that had not been issued, and those shares were available. Those shares have
been canceled as well.

At that same time the board also canceled a 2000 non-statutory,
non-shareholder-approved plan. That plan has been terminated under the board of
directors' direction.


Effective 2005 starting in this next coming year, half of the equity
compensation for the senior officers of the company will be performance based,
and the board will be working during the coming year to determine what those
performance metrics that half of the equity compensation were based on a
verifiable performance statistic for the company.

Let me move on just a moment to talk about the JD Edwards integration and the JD
Edwards acquisition. From our point of view, the acquisition is on schedule and
performing exceptionally well. In fact, in most areas, it's ahead of our own
internal plan.

We had identified when we gave our guidance for the last year in September and
then again in January that we thought there were about $167-207 million of
potential synergies from bringing these two companies together. Those synergies
generate between 25 and 32 cents per share of additional earnings per share in
the coming year.

The progress that we've made I think is very, very substantial as we've
identified in Q4 alone, we generated $25 million of expense synergies. That's
$100 million on a run rate for 2004.

And we had identified about $10 million of cross selling synergies. Those are
synergies between JD Edwards customers buying PeopleSoft applications,
PeopleSoft customers buying JD Edwards applications.

Well, in Q4 alone, we generated about $10 million worth of revenue cross selling
between the two companies' historic products, and if we look at that on a run
rate basis, we're already at the $40 million run rate that we had described when
we gave our guidance for the upcoming year. So we're performing very well, and
we're very pleased with that.

A couple of other things in terms of the integration I think that are going well
that should be discussed is we've had an expansion in terms of the number of
cross selling activities and number of cross selling opportunities available to
us.

We released seven integration products in the fourth quarter of this year. These
are integration products that allow for a fast and easy integration between
EnterpriseOne of the former JD Edwards applications and PeopleSoft Enterprise
applications.

We had originally planned on releasing four. We actually were in a position to
release seven, so we're well ahead of schedule on that. And as I mentioned, the
cross selling activities in Q4 are already at the $10 million rate. A hundred
million dollars in annual cost savings just on a run rate [inaudible] in Q4.

We've also been very effective in consolidating the two companies on an
operational basis. We've looked at closing down about 25 facilities that we had
in common and really brought the two companies together. So we have PeopleSoft
and JD Edwards employees working side by side, and we'll continue that
operational consolidation in the coming months and quarters.




We also in January had a very important event. We brought the entire worldwide
sales force together for the first time of the two companies and had four days
of very intense activity, a lot of cross selling - cross training in terms of
that. And I think it was a very great kickoff for 2004, and I think the sales
force left that meeting very motivated.

So as we close the - close the year, I think there's a - we're really in a
position and we've demonstrated a market leadership and we've got a position for
continuing the success of the company.

We're number one in HCM, number two in financial services and CRM around the
world. We have the lowest total cost of ownership as compared to any of our
peers. And that's data that comes to us from outside sources as well.

We've got the highest customer satisfaction rating, especially compared to SAP
and Oracle as we end the year, and we're very excited about that.

We have over 170 distinct applications in the product offering today. We have a
mid-market leadership with EnterpriseOne. And as we mentioned, EnterpriseOne is
the former JD Edwards set of applications that are now doing very well.

We have strength in manufacturing and distribution. In fact, as we look at the
fourth quarter, manufacturing and distribution was the largest vertical set of
applications that we had, not just manufacturing and distribution, but in terms
of customer set, manufacturing and distribution was the largest for the company
in that quarter.

So we're very pleased with that. And we're a leader in over 25 industries and 25
industry verticals around the world.

With that, I'll turn it over to Craig Conway, our President and CEO.

CRAIG CONWAY, PRESIDENT AND CHIEF EXECUTIVE OFFICER, PEOPLESOFT: Thank you,
Kevin. Good morning.

I want you to know that there was nothing I could do to get my wife to come here
this morning no matter how much I promised her it would be exciting.

Kevin talked about our financial results in the last year, which we think were
really quite strong. And I'd like to take a few minutes and talk about our
accomplishments during that period of time, in particular three things - first,
the financial management of the company, the expense controls which led to and
contributed to our earnings and our operating margins, second the acquisition of
JD Edwards, and third, the management of our business during a period of
potential disruption.




First, the financial management - as you saw from Kevin, the financial results
in the last year were really quite good. And part of that was the strong
financial controls the company had in place.

What Kevin didn't mention is that the financial management controls of this
company had been adopted company-wide. We have been fortunate to have achieved
the support of everyone at PeopleSoft from the management of the company to
individual contributors on the need to be financially conservative, on the need
to watch expenses.

So the point of today, even an individual employee is always looking for ways -
always looking for ways to save expenses. And that's really contributed to our
earnings, our operating margins, and our operating income.

This has really been a support from our employees that we've enjoyed for now
almost two years. Remember, when we began 2003, we began the year in a period of
economic downturn. And even at that time we knew - we knew that the economic
period of downturn would probably continue until at least Q4.

And so we had two alternatives at that time. One was to be totally conservative
in our management of the company, conserve and protect absolutely everything we
could. And the second alternative was to invest, was to look for opportunities
to expand the company during the period of economic downturn.

And at that time we saw an opportunity to do something which had a far-ranging -
far-reaching, positive impact to PeopleSoft, and that was an investment in the
acquisition of JD Edwards.

I described JD Edwards as having a four-dimensional benefit to PeopleSoft -
four-dimensional benefit to PeopleSoft. The first is products. We achieved with
the acquisition of JD Edwards some products, some very significant products that
PeopleSoft didn't have before.

Manufacturing, a very strong manufacturing product line, asset management, real
estate management, these were product categories that JD Edwards was world
renowned as having strength in. And so that was a product dimension.

A second dimension was an industry dimension. JD Edwards is very, very strong in
asset-intensive industries. And I think many of you know that as large as
PeopleSoft had become, we have become large mostly servicing service industries.

So the telecommunications industry, the financial service industry, healthcare,
public sector, universities, these are industries that PeopleSoft is a dominant
provider. But they're also service industries.

JD Edwards had become a very large company servicing asset-intensive industries,
the automotive industry, construction industry, the mining industry, paper and
pulp industry.


So we achieved with the acquisition of JD Edwards a second dimensional benefit,
and that was an industry benefit.

The third benefit that we achieved with JD Edwards was a market - a market
benefit. PeopleSoft had become the second or third largest provider of
enterprise software offering the software mostly to very large enterprises,
companies with more than 750 million or a billion dollars of revenue.

JD Edwards had become almost a billion dollar company offering enterprise
software mostly to mid-market companies, companies with revenues less than $750
million. So that was a third dimensional benefit.

The fourth dimensional benefit that we achieved with the acquisition of JD
Edwards was scale. PeopleSoft more than doubled the number of customers once we
completed the acquisition of JD Edwards. Today we have more than 12,000
customers.

And with scale comes an opportunity to do the things Kevin talked about - cross
sell, up sell. With scale comes stronger momentum in international markets,
critical mass in international markets. So that was the fourth dimension that we
achieved with the acquisition of JD Edwards.

A product dimension, an industry dimension, a market dimension, and a scale
dimension, so that was the - that was the four dimensional benefits from JD
Edwards.

As Kevin mentioned, integration of the two companies has been outstanding. And
I'm not - I'm not exaggerating when I use that word. The financial synergies
that were anticipated we have achieved or are ahead of plan, and many of them
are still yet to be achieved in 2004.

The traditional license revenue from JD Edwards product lines - their product
lines were - we now call PeopleSoft World and EnterpriseOne. The revenue
contribution from those traditional product lines post-integration went up. So
we achieved more revenue from the traditional JD Edwards product lines
post-integration.

The cross sell opportunity, this is the opportunity to sell PeopleSoft products
to formerly JD Edwards customers and vice-versa. We anticipated a certain amount
of that was possible, and as Kevin again mentioned, we are - we are ahead of the
schedule for cross sell opportunities. The employee turnover between the two
companies has been very low.

And finally, the culture match between the two companies has been terrific.
Oftentimes when you acquire or merge two large companies, cultural
inconsistencies plague the combination, and that has not been the case in this
case.


Of course, the announcement of our intention to acquire JD Edwards prompted a
tender offer from Oracle. Now, and the biggest impact of that tender offer was
actually the jeopardy to our current sales.

In our industry, customers need to have confidence that your product and your
company is going to be viable in the years ahead. And this was particularly of
concern following the strong statements made by Oracle regarding the company,
regarding the product, and regarding the employees. So we needed to maintain the
confidence of our customers, the confidence of our customers, to ensure the
revenue stream and to continue the success of the company, and in fact, protect
shareholder value. And we did that. We did maintain the customer confidence. We
did exceed financial guidance in Q2, we did exceed financial guidance in Q3, we
did exceed financial guidance in Q4. We also were able to improve our brand
awareness with the help of Oracle.

I want to end by saying we are still very very excited about 2004. You know, we
started 2003 in an economic downturn and we ended the year the second-largest
enterprise software company in the world. In 2004, we're looking forward to
capitalizing on that position. We're still in a difficult economy, particularly
with expenditures for large capital spending, but if the economy continues to
improve, we think the company's strength will become even more and more
apparent. So with that, I'd like to move to the question and answer session.
Skip, Kevin and I are now available for questions concerning the management
presentations, or that of general concerns of stockholders. If you have a
question, please go to the microphone in the center aisle and wait until you
are recognized. When you are recognized, please state your name in the number of
shares of PeopleSoft that you hold and Skip and Kevin, if you could join me
onstage.

Sir?

UNIDENTIFIED PARTICIPANT: (INAUDIBLE) shareholder. When Oracle announced the
offer to buy out, there was a lot of talk about how Oracle might change this
company, chop it up, make it more profitable, so I looked at the financials, and
what I saw was that compared to Oracle, this company requires a lot more
resources for each dollar of revenue, one and a half times as much equity, same
for on the (INAUDIBLE) expenses. Just focusing on the costs, the licenses and
the services, you spend 38% of the revenue, Oracle 25%. So why at such a basic
level is there such a gap? I don't think Oracle employees are that much more
productive than PeopleSoft employees.

PARKER: I think if you look at it and look at Oracle from an objective point of
view, the two companies are not similar. Oracle enjoys a predominant share in
the database business. It is a profit driver for that company, and if you look
at what most published analysts say about their application business, you'd find
out that most of the analysts that have published information about it believe
that Oracle is losing money in the applications, losing money or breaking even
or may be marginally profitable. So you really comparing two very very different
things; the very large, very dominant position in



the database is a profit driver for them. They're losing money in the
applications business, if you compare our applications business to their
application business, I think you'd find we're substantially more successful
than they are.

CONWAY:  Thank you.  Other questions?  Or comments?

CARLSON: Hi, Albert Carlson, representing the pension plan for the American
Federation of State and County Municipal Employees.

CONWAY:  Yes sir?

CARLSON: And I just wondered what your comment was regarding the majority vote
of shareholders to expense stock options, and what your plans were in respect to
that.

BATTLE: We take our messages from the shareholders very very seriously. We'll be
-- we just learned about it now, and we'll be spending time looking at this
issue in considerable detail, particularly recognizing the fact that the
majority of people who voted voted for this proposal.

MATT DANDLE, SHAREHOLDER: Good morning. My name is Matt Dandle, I hold a proxy
for the Chesapeake Partners.

BATTLE:  Sure.

DANDLE: You commented on the Oracle tender offer and the desire to protect
shareholder value, and there's been a lot of concern in the market recently
involving PeopleSoft, including several downgrades in earnings estimates, such
that the current shareholder price is approximately $8 below the Oracle tender
offer. My question is assuming the antitrust concerns can be addressed and
resolved, will the Board of Directors do the right thing and allow Oracle to
purchase PeopleSoft?

BATTLE: Well, the Board of Directors will do its very best to do the right
thing. And I think you're absolutely right to talk about -- to mention the fact
that the Oracle offer is not acceptable -- is not able to be accepted at this
time because it's in court. That's something that we were concerned about from
the very very very beginning. What will -- and the reason the Board determined,
and our investment bankers told us, that the $26 offer was not financially
appropriate, was in light of the plans that PeopleSoft has published, the
guidance that it's issued going forward, so we felt the price was low, but also
we thought that it was an offer that was highly conditional and it was an offer
that stood, we thought, substantial likelihood of being challenged by the
federal government.

All of that has come out sort of in favor of the thinking supporting the
thinking that we had. We are in -- we sit here to maximize shareholder value
over the long-term. And that's what we'll do our best to do in the future, and
to speculate on what might happen with Oracle or what might happen at the courts
we'll respond as opposed to speculate. Thank you. Other questions please? We're
happy to answer any questions about the



company that's on your mind, and we'd encourage you to give them now we're in a
quiet period so we can talk about what's happening in this quarter or deal with
any detailed projections on guidance, but anything else that you are interested
in asking, we'd be happy to try to answer. Any other questions? All right then,
there being no other questions, I'd like to thank you for attending this year's
annual stockholder event. I appreciate your attention, appreciate your
investment in the company, and we'll see you here next year. Thank you.