EXHIBIT 99.4

                                 AMENDMENT NO. 3

                          DATED AS OF FEBRUARY 15, 2004

                                     TO THE

          PEOPLESOFT, INC. AMENDED AND RESTATED 1989 STOCK OPTION PLAN

  AS AMENDED AND RESTATED ON MARCH 8, 2000, AND AS FURTHER AMENDED DECEMBER 30,
                           2003 AND JANUARY 28, 2004

The PeopleSoft, Inc. Amended and Restated 1989 Stock Option Plan, as amended and
restated on March 8, 2000 (the "Plan"), and as subsequently amended effective as
of December 30, 2003 and January 28, 2004, is hereby further amended in the
manner set forth below:

1.       Effective as of February 15, 2004, Section 3 of the Plan shall be
         amended to read in its entirety as follows:

"3.      Stock Subject to the Plan. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares which may be optioned
and sold under the Plan is

a)       104,600,000 Shares,

b)       plus an annual increase to be added on the first day of each of the
Company's fiscal years beginning in 1999 and ending in 2003 equal to
the lesser of (i) 20,000,000 Shares (with such number adjusted
appropriately for any stock split or similar transaction) or (ii) 5 %
of the number of issued and outstanding Shares on the last day of the
immediately preceding fiscal year,

c)       plus an annual increase to be added on the first day of each of the
Company's fiscal years beginning on January 1, 2004 and ending on
December 31, 2005 equal to the lesser of (i) 20,000,000 Shares (with
such number adjusted appropriately for any stock split or similar
transaction) or (ii) 3 % of the number of issued and outstanding Shares
on the last day of the immediately preceding fiscal year, and

d)       plus an annual increase to be added on the first day of each of the
Company's fiscal years beginning on January 1, 2006 and ending on
December 31, 2007 equal to the lesser of (i) 20,000,000 Shares (with
such number adjusted appropriately for any stock split or similar
transaction) or (ii) 2% of the number of



issued and outstanding Shares on the last day of the immediately
preceding fiscal year, and

e)       plus an annual increase to be added on the first day of each of the
Company's fiscal years beginning on January 1, 2008 equal to the lesser
of (i) 20,000,000 Shares (with such number adjusted appropriately for
any stock split or similar transaction) or (ii) 1% of the number of
issued and outstanding Shares on the last day of the immediately
preceding fiscal year, and

f)       effective January 28, 2004, minus 9,043,707 Shares, which is the number
of Shares that were available to be optioned or sold under the Plan as
of December 31, 2003 .

The Shares may be authorized, but unissued, or reacquired Common Stock.

If an Option or Stock Purchase Right should expire or become
unexercisable for any reason without having been exercised in full, or
is surrendered pursuant to an Option Exchange Program, the unpurchased
Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated);
provided, however, that Shares that have actually been issued under the
Plan, whether upon exercise of an Option or Stock Purchase Right, shall
not be returned to the Plan and shall not become available for future
distribution under the Plan."

2.       Except as set forth herein, the Plan shall remain in effect,
unmodified.

IN WITNESS WHEREOF, this Amendment No. 3 is executed this 16th day of February

2004.

                                          PEOPLESOFT, INC.


                                          By:  /s/  Anne S. Jordan
                                             --------------------------
                                              Anne S. Jordan
                                              Senior Vice President and
                                              General Counsel