8-A12G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A
AMENDMENT NO. 2

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

PEOPLESOFT, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation or organization) 68-0137069
(I.R.S. employer
identification no.)

4460 Hacienda Drive, Pleasanton, CA
(Address of principal executive offices) 94588-8618
(Zip code)

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. o

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. x

Securities Act registration statement file number to which this form relates: Not Applicable

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Not Applicable	Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Share Purchase Rights
(Title of class)

AMENDMENT NO. 2 TO FORM 8-A

We hereby amend the following items, exhibits or other portions of our Form 8-A filed on February 17, 1995, as amended on March 25, 1998, related to our Preferred Shares Rights Agreement, as set forth below.

Item 1. Description of Registrant’s Securities to be Registered.

     On December 26, 2002, PeopleSoft, Inc. (the “Company”), BankBoston, N.A. and EquiServe Trust Company, N.A. executed an amendment (“Amendment No. 1”) to the Company’s First Amended and Restated Preferred Shares Rights Agreement dated December 16, 1997 (the “Rights Agreement”). Amendment No. 1 appointed EquiServe Trust Company, N.A. as Rights Agent to replace BankBoston, N.A.

     On December 12, 2004, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Oracle Corporation, a Delaware corporation (“Oracle”), and Pepper Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Oracle (“Merger Sub”), pursuant to which Oracle caused Merger Sub to amend its outstanding offer to purchase any and all the outstanding shares of common stock of the Company, including the Rights issued pursuant to the Rights Agreement, to reflect the terms and conditions of the Merger Agreement, including the purchase price of $26.50 per share (the “Offer”), which Offer will be followed by a merger of Merger Sub with and into the Company (the “Merger”), subject to satisfaction or waiver of the conditions therein. In connection with the Merger Agreement, the Company and EquiServe Trust Company, N.A. entered into Amendment No. 2 to the Rights Agreement dated December 12, 2004 (“Amendment No. 2” and, together with Amendment No. 1, the “Amendments”). Amendment No. 2 amends the Rights Agreement to render the Rights issued pursuant to the Rights Agreement inapplicable to the Offer, the Merger and the Merger Agreement and the transactions contemplated thereby.

     Section 27 of the Rights Agreement provides that prior to a Distribution Date, the Company may supplement or amend the Rights Agreement in any respect without the consent of the holders of the Rights. Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Rights Agreement.

     Amendment No. 1 and Amendment No. 2 to the Rights Agreement, specifying the terms of the Rights, are filed as Exhibits 4.2 and 4.3 hereto, respectively, and the Amendments and the Rights Agreement, including the form of the Rights Certificate, are incorporated herein by reference. The foregoing description of the Rights Agreement and the Amendments does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 2. Exhibits.

Exhibit
No.	Description
4.1	First Amended and Restated Preferred Shares Rights Agreement dated December 16, 1997 (incorporated by reference to Exhibit 1 to Amendment No. 1 to PeopleSoft, Inc.’s Registration Statement on Form 8-A/A filed on March 25, 1998).
4.2	Amendment to First Amended and Restated Preferred Shares Rights Agreement.
4.3	Amendment No. 2 to First Amended and Restated Preferred Shares Rights Agreement (incorporated by reference to Exhibit 4.1 to PeopleSoft, Inc.’s Current Report on Form 8-K filed on December 15, 2004).

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 27, 2004	PEOPLESOFT, INC.
	By:	/s/ Kevin T. Parker
		Name:	Kevin T. Parker
		Title:	Co-President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.	Description
4.1	First Amended and Restated Preferred Shares Rights Agreement dated December 16, 1997 (incorporated by reference to Exhibit 1 to Amendment No. 1 to PeopleSoft, Inc.’s Registration Statement on Form 8-A/A filed on March 25, 1998).
4.2	Amendment to First Amended and Restated Preferred Shares Rights Agreement.
4.3	Amendment No. 2 to First Amended and Restated Preferred Shares Rights Agreement (incorporated by reference to Exhibit 4.1 to PeopleSoft, Inc.’s Current Report on Form 8-K filed on December 15, 2004).

EX-4.2

Exhibit 4.2

AMENDMENT TO FIRST AMENDED AND RESTATED PREFERRED
SHARES RIGHTS AGREEMENT

1. General Background. In accordance with Section 27 of the Rights Agreement between BANKBOSTON, N.A. (the “Rights Agent”) and PEOPLESOFT, INC. (“PeopleSoft”) dated December 16, 1997 (the “Agreement”), the Rights Agent and PeopleSoft desire to amend the Agreement to appoint EquiServe Trust Company, N.A.

2. Effectiveness. This Amendment shall be effect as of December 26, 2002 (the “Amendment”) and all defined terms and definitions in the Agreement shall be the same in the Amendment except as specifically revised by the Amendment.

3. Revision. The section in the Agreement entitled “Change of Rights Agent” is hereby deleted in its entirety and replaced with the following

Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days’ notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his or her Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has individually or combined with an Affiliate at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time

held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof with the predecessor Rights Agent and each transfer agent of the Common Share of Preferred Shares, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

4. Except as amended hereby, the Agreement and all schedules or exhibits thereto shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized offices, as of this 26^th day of December, 2002.

PEOPLESOFT, INC.	BANKBOSTON, N.A.
/s/ Anne S. Jordan	/s/ Carol Mulvey-Eori
By: Anne S. Jordan Title: Senior Vice President,           General Counsel & Secretary	By: Carol Mulvey-Eori Title: Managing Director
	EquiServe Trust Company, N.A.
	/s/ Carol Mulvey-Eori
	By:
	Title: