EXHIBIT 99.7

                                SECOND AMENDMENT
                          DATED AS OF NOVEMBER 5, 2003
                                     TO THE
               PEOPLESOFT, INC. 1992 EMPLOYEE STOCK PURCHASE PLAN
                 AS AMENDED AND RESTATED AS OF JANUARY 31, 2000



The PeopleSoft, Inc. 1992 Employee Stock Purchase Plan, as amended and restated
as of January 31, 2000 (the "Plan") and further amended effective as of July 18,
2003, is hereby further amended in the manner set forth below:

1.       A new sentence shall be added at the end of Section 3(b) of the Plan,
         to read as follows:

"For purposes of compliance with the limitation set forth in clause (ii) of the
preceding sentence, the Board, or the Committee appointed pursuant to Section
13, shall be authorized to establish such procedures and additional limitations
as it, in its sole discretion, shall determine to be necessary."

2.       Section 5(a) shall be amended to read in its entirety as follows:

         "(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement on the form provided by the Company and
filing it with the Company or its agent in such manner and at such time prior to
the applicable Offering Date as the Company may require, unless a later time for
filing the subscription agreement is set by the Board for all eligible Employees
with respect to a given offering. The subscription agreement shall set forth the
percentage of the participant's Compensation (which shall be not less than 1%
and not more than 10%) to be paid as Contributions pursuant to the Plan."

3.       Section 6(b) shall be amended to read in its entirety as follows:

         "(b) A participant may discontinue his or her participation in the Plan
as provided in Section 10, or, on one occasion only during the Offering Period,
may increase or decrease the rate of his or her Contributions during the
Offering Period by completing and filing a new subscription agreement with the
Company or its agent in such manner and at such time prior to the beginning of a
calendar quarter as the Company may require. The change in rate shall be
effective as of the beginning of the calendar quarter following the date of
filing of the new subscription agreement."

4.       Section 8 shall be amended to read in its entirety as follows:


         "8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10, his or her option for the purchase of shares will be
exercised automatically on the Exercise Date of the Offering Period, and the
maximum number of full shares subject to option will be purchased at the
applicable option price with the accumulated Contributions in his or her
account. Such purchases shall include fractional shares unless the Company
determines, in its sole discretion, that only whole shares may be purchased, and
the Company shall also determine, in its sole discretion but consistent with the
provisions of Section 423 of the Code, whether and to what extent payroll
deductions accumulated in a participant's account that are not used to purchase
shares on an Exercise Date shall be carried forward to the following Offering
Period and used for subsequent purchases. During his or her lifetime, a
participant's option to purchase shares hereunder is exercisable only by him or
her."

5.       Section 9 shall be amended to read in its entirety as follows:

         "9. Stockholder Rights. A participant shall not be deemed to be the
holder of, or have any of the rights of a holder with respect to, shares of
Common Stock subject to options granted hereunder unless and until the
participant's shares of Common Stock acquired upon exercise of such options are
recorded in the books of the Company (or its transfer agent), which shall occur
as of the Exercise Date of each Offering Period."

6.       Section 10(a) shall be amended to read in its entirety as follows:

         "10. Withdrawal; Termination of Employment.


         (a) A participant may withdraw all but not less than all the
Contributions credited to his or her account under the Plan prior to the
Exercise Date of the Offering Period by giving written notice to the Company or
its agent in such manner and at such time as the Company may require. All of the
participant's Contributions credited to his or her account will be paid to him
or her as promptly as practicable after receipt of such a notice of withdrawal,
the participant's option for the current period will be automatically
terminated, and no further payroll deductions for the purchase of shares will be
made during the Offering Period."

IN WITNESS WHEREOF, this Amendment No. 2 is executed this 13th day of November,
2003.

                                          PEOPLESOFT, INC.



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