8-K

UNITED STATES
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): July 7, 2004

PEOPLESOFT, INC.

(Exact name of registrant as specified in its charter)

0-20710
(Commission file number)

Delaware (State or other jurisdiction of incorporation)	68-0137069 (I.R.S. Employer Identification Number)
4460 Hacienda Drive, Pleasanton, CA (Address of principal executive offices)	94588-8618 (Zip Code)

Registrant’s telephone number, including area code: (925) 225-3000

TABLE OF CONTENTS

	ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On July 7, 2004, PeopleSoft Inc., issued a press release announcing preliminary second quarter 2004 results. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

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: July 7, 2004

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

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release issued by PeopleSoft, Inc. dated July 7, 2004

EX-99.1

                                                                    Exhibit 99.1

Press release issued by PeopleSoft on July 7, 2004.


                              PEOPLESOFT ANNOUNCES
                    SECOND QUARTER 2004 PRELIMINARY RESULTS


PLEASANTON, CALIF. - JULY 7, 2004 -- PeopleSoft Inc. (Nasdaq: PSFT) today
announced preliminary financial results for the quarter ended June 30, 2004. The
Company expects to report total revenues between $655 million and $665 million
with license revenue in the range of $129-$133 million. The Company also
expects to report pro forma earnings per share of $0.13-$0.15 and GAAP earnings
per share of $0.03-$0.05.

"Although we have been able to meet or exceed our financial projections since
Oracle launched their hostile tender offer more than a year ago, the extensive
publicity of the antitrust trial during the last month of our quarter was
impossible to completely overcome," said Craig Conway, PeopleSoft President and
CEO.

"We believe the adverse impact to our business has been substantial, with even
greater impact this past month," Conway continued. "We look forward to returning
to normal business soon and recovering these damages."

Conway noted, "We believe that evidence submitted in the United States of
America v. Oracle trial clearly displayed Oracle's intent to disrupt our
business and damage PeopleSoft."

PeopleSoft will announce its final second quarter financial results on July 27,
2004.


NON-GAAP FINANCIAL MEASURES

The Company uses non-GAAP pro forma financial measures, which exclude
adjustments related to purchase accounting and restructuring costs, in analyzing
financial results because they provide meaningful information regarding the
Company's operational performance and facilitate management's internal
comparisons to the Company's historical operating results and comparisons to
competitors' operating results.

The Company believes that these non-GAAP financial measures are useful to
investors because they allow for greater transparency. Wherever non-GAAP
financial measures have been included in this press release, the Company has
reconciled them in the tables below to their GAAP counterparts.


These non-GAAP financial measures are not prepared in accordance with generally
accepted accounting principles and may be different from non-GAAP financial
measures used by other companies. Non-GAAP financial measures should not be
considered as a substitute for, or superior to, measures of financial
performance prepared in accordance with GAAP.

The following table reconciles the non-GAAP earnings per share to GAAP earnings
per share:




                                                  Q2 04
                                                   EPS
                                                --------
                                             
Pro forma                                       $   0.15
    Revenue impact of deferred
     maintenance write-down                        (0.03)

    Restructuring charges                          (0.01)
    Oracle Costs                                   (0.02)
    Amortization of capitalized software
     and intangible assets                         (0.04)
                                                --------

GAAP                                            $   0.05
                                                ========


ABOUT PEOPLESOFT

PeopleSoft (Nasdaq: PSFT) is the world's second largest provider of enterprise
application software with 12,200 customers in more than 25 industries and 150
countries. For more information, visit us at www.peoplesoft.com.

                                       ###

PeopleSoft and the PeopleSoft logo are registered trademarks of PeopleSoft, Inc.
All other Company and product names may be trademarks of their respective
owners. Copyright (C) 2004 PeopleSoft, Inc. All rights reserved.


FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements that state
PeopleSoft's intentions, beliefs, expectations, or predictions for the future.
You are cautioned that these statements are only predictions and may differ
materially from actual future events or results. All forward-looking statements
are only as of the date they are made and PeopleSoft undertakes no obligation to
update or revise them. The specific forward-looking statements relate to such
matters as the impact of PeopleSoft's combination with J.D. Edwards including
the integration, the profitability of our international operations, and the
combined Company's projected financial performance. Such forward-looking
statements are subject to a number of risks, assumptions and uncertainties that
could cause the PeopleSoft's actual results to differ materially from those
projected in such forward-looking statements. These risks, assumptions and
uncertainties include: our ability to successfully complete the integration of
J.D. Edwards into PeopleSoft and to achieve anticipated synergies; the costs and
disruption to our business arising from the Oracle tender offer; economic and
political conditions in the U.S. and abroad; the ability to complete and deliver
products and services within currently estimated time frames and budgets; the
ability to manage expenses effectively; the ability to achieve revenue from
products and services that are under development; competitive and pricing
pressures; and other risks referenced from time to time in PeopleSoft's filings
with the Securities and Exchange Commission. Please refer to PeopleSoft's most
recent reports on Form 10-Q and Form 10-K for more information on the risk
factors that could cause actual results to differ.

IMPORTANT ADDITIONAL INFORMATION

PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9
regarding Oracle's tender offer. PeopleSoft stockholders should read the
Schedule 14D-9 (including any amendments) because these documents contain
important information. The Schedule 14D-9 and other public filings made by
PeopleSoft with the SEC are available without charge from the SEC's website at
www.sec.gov and from PeopleSoft at www.peoplesoft.com.



CONTACTS:
Bob Okunski
Investor Relations
PeopleSoft
(877) 528-7413
bob_okunski@peoplesoft.com

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