As filed with the Securities and Exchange Commission on November 10, 2004

Registration No. 333-08575

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

     

Amendment No. 1
to

FORM S-8

REGISTRATION STATEMENT
Under the Securities Act of 1933      

PEOPLESOFT, INC.

(Exact name of registrant as specified in its charter)

Delaware	68-0137069
(State or Other Jurisdiction
of Incorporation or Organization)	(I.R.S. Employer Identification No.)

4460 Hacienda Drive
Pleasanton, California 94588
(Address of Principal Executive Offices) (Zip Code)      

PEOPLESOFT, INC. AMENDED AND RESTATED 1989 STOCK PLAN
PEOPLESOFT, INC. 1992 EMPLOYEE STOCK PURCHASE PLAN
(Full Titles of the Plans)      

David A. Duffield, Chief Executive Officer
Kevin T. Parker, Co-President and Chief Financial Officer
W. Philip Wilmington, Co-President
PeopleSoft, Inc.
4460 Hacienda Drive, Pleasanton, California 94588
(Name and Address of Agent for Service)
(925) 225-3000
(Telephone Number, Including Area Code, of Agent for Service)      

INTRODUCTION

This Amendment No. 1 amends the Registration Statement on Form S-8, Registration Number 333-08575 of PeopleSoft, Inc., a Delaware corporation, (the “Registrant”) to cover the shares that became issuable as a result of the Registrant’s two-for-one stock splits that occurred on November 15, 1996 and November 21, 1997, and any similar transactions in the future, by incorporating the following statement.

“Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock which have been issued or become issuable under the Registrant’s Amended and Restated 1989 Stock Plan, as amended, and 1992 Employee Stock Purchase Plan, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.”

PART II

Information Required in the Registration Statement

Item 8. Exhibits

Exhibit
Number	Exhibit
4.1	Restated Certificate of Incorporation of Registrant (filed with the Secretary of State of Delaware on May 25, 1995)
4.2	Certificate of Amendment to Certificate of Incorporation of Registrant (filed with the Secretary of State of Delaware on June 17, 1996)
4.3	By-laws of Registrant, as amended to date. (Incorporated by reference to Exhibit No. 3.3, filed with the Registrant’s Registration Statement on Form S-1 (No. 33-53000) filed on October 7, 1992, as amended by Amendment No. 1 filed on October 26, 1992, Amendment No. 2 filed on November 10, 1992 and Amendment No. 3 filed on November 18, 1992.)
4.4	Amended and Restated 1989 Stock Plan. (Incorporated by reference to Exhibit 4.4 to the Form S-8 filed July 22, 1996 (#333-08575)
4.5	1992 Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 4.5 to the Form S-8 filed July 22, 1996 (#333-08575)
4.6	Preferred Shares Rights Agreement, dated as of February 15, 1995 between PeopleSoft, Inc. and The First National Bank of Boston, Canton, Massachusetts. (Incorporated by reference to Exhibit 1 to the Registrant’s Registration Statement (No. 0-20710) on Form 8-A filed on February 17, 1995.)
5.1	Opinion of Counsel as to Legality of Securities Being Registered.
24.1	Consent of KPMG LLP, Independent Auditors.
24.2	Consent of Counsel (contained in Exhibit 5.1 hereto).
24.3	Notice regarding Consent of Arthur Andersen LLP, Independent Public Accountants.
25.1	Power of Attorney (included on the signature page of this Registration Statement).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 9th day of November, 2004.

PeopleSoft, Inc.
By:	/s/ Kevin T. Parker
	Kevin T. Parker
	Co-President and Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of PeopleSoft, Inc., a Delaware corporation, do hereby constitute and appoint Kevin T. Parker, W. Philip Wilmington and James P. Shaughnessy, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, may determine to be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Amendment No. 1 to the Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Amendment No. 1 to the Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to the Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with the Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on November 8, 2004.

Signature	Title
/s/ David A. Duffield David A. Duffield	Chairman of the Board of Directors and Chief Executive Officer
/s/ Kevin T. Parker Kevin T. Parker	Co-President and Chief Financial Officer (Principal Financial and Accounting Officer)

Signature	Title
/s/ A. George Battle A. George Battle	Director
/s/ Aneel Bhusri Aneel Bhusri	Director
/s/ Frank J. Fanzilli, Jr. Frank J. Fanzilli, Jr.	Director
/s/ Steven D. Goldby Steven D. Goldby	Director
/s/ Michael J. Maples Michael J. Maples	Director
/s/ Cyril J. Yansouni Cyril J. Yansouni	Director

EXHIBIT INDEX

Exhibit
Number	Exhibit
4.1	Restated Certificate of Incorporation of Registrant (filed with the Secretary of State of Delaware on May 25, 1995)
4.2	Certificate of Amendment to Certificate of Incorporation of Registrant (filed with the Secretary of State of Delaware on June 17, 1996)
4.3	By-laws of Registrant, as amended to date. (Incorporated by reference to Exhibit No. 3.3, filed with the Registrant’s Registration Statement on Form S-1 (No. 33-53000) filed on October 7, 1992, as amended by Amendment No. 1 filed on October 26, 1992, Amendment No. 2 filed on November 10, 1992 and Amendment No. 3 filed on November 18, 1992.)
4.4	Amended and Restated 1989 Stock Plan. (Incorporated by reference to Exhibit 4.4 to the Form S-8 filed July 22, 1996 (#333-08575)
4.5	1992 Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 4.5 to the Form S-8 filed July 22, 1996 (#333-08575)
4.6	Preferred Shares Rights Agreement, dated as of February 15, 1995 between PeopleSoft, Inc. and The First National Bank of Boston, Canton, Massachusetts. (Incorporated by reference to Exhibit 1 to the Registrant’s Registration Statement (No. 0-20710) on Form 8-A filed on February 17, 1995.)
5.1	Opinion of Counsel as to Legality of Securities Being Registered.
24.1	Consent of KPMG LLP, Independent Auditors.
24.2	Consent of Counsel (contained in Exhibit 5.1 hereto).
24.3	Notice regarding Consent of Arthur Andersen LLP, Independent Public Accountants.
25.1	Power of Attorney (included on the signature page of this Registration Statement).