FILED BY PEOPLESOFT, INC. PURSUANT TO RULE 425
                                     UNDER THE SECURITIES ACT OF 1933 AND DEEMED
                                         FILED PURSUANT TO RULE 14a-12 UNDER THE
                                                 SECURITIES EXCHANGE ACT OF 1934
                                         SUBJECT COMPANY: J.D. EDWARDS & COMPANY
                                                   COMMISSION FILE NO. 000-23091

      This filing relates to a proposed merger between PeopleSoft, Inc.
("PeopleSoft") and J.D. Edwards & Company ("J.D. Edwards"), pursuant to the
terms of an Agreement and Plan of Merger, dated as of June 1, 2003, by and among
PeopleSoft, J.D. Edwards and Jersey Acquisition Corporation, a wholly-owned
subsidiary of PeopleSoft.

      On June 2, 2003, PeopleSoft and J.D. Edwards held a conference call
relating to the proposed merger described above, which was also made available
for replay via a webcast. The following is a transcript of the conference call:

PEOPLESOFT INCORPORATED (PSFT) CONFERENCE CALL
Monday, June 02, 2003 8:30 am
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THE OPERATOR

Welcome to today's PeopleSoft and J.D. Edwards' conference call. All lines will
be in a listen-only mode until the question-and-answer session of the
conference. This call is being recorded. Replays of this conference call will be
available for seven days following the call by calling 888-568-0440. No pass
code is needed for the replay. The webcast of this conference call will be made
available on the Investor Relations' section of both company's web sites. I will
now turn the call over to PeopleSoft Chief Financial Officer, Kevin Parker.

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MR. KEVIN PARKER

Thank you. Good morning and welcome to today's conference call. Joining me from
Paris is Craig Conway, President and CEO of PeopleSoft, and from Denver is Bob
Dutkowsky, J.D. Edwards' Chairman, President and CEO. We'll begin with a brief
commentary and then open up the conference call for questions. Before we begin
let me take care of a couple of housekeeping items.

Please remember that the company undertakes no obligation to update any
information presented in this discussion. PeopleSoft intends to file with the
Securities and Exchange Commission a registration statement that will include a
joint proxy statement of PeopleSoft and J.D. Edwards and other relevant
documents in connection with the proposed acquisition. Investors and security
holders of PeopleSoft and J.D. Edwards are urged to read the proxy statement and
other relevant materials when they become available. In addition to the
registration statement to be filed by PeopleSoft in connection with the proposed
acquisition and the joint proxy statement to

be mailed to the stockholders of PeopleSoft and J.D. Edwards in connection with
the proposed acquisition, each of PeopleSoft and J.D. Edwards file annual,
quarterly and special reports, proxy statements and other information with the
SEC. The proxy statement and other relevant materials and any other documents
filed by PeopleSoft or J.D. Edwards with the SEC may be obtained free of charge
at the SEC's web site at www.sec.gov. A free copy of the joint proxy statement
and other relevant materials filed by PeopleSoft or J.D. Edwards with the SEC
may also be obtained from PeopleSoft and J.D. Edwards In addition investors and
security holders may access copies of the documents filed with the SEC by
PeopleSoft on PeopleSoft's web site at www.peoplesoft.com. . Investors and
security holders may obtain copies of the documents filed with the SEC by J.D.
Edwards on J.D. Edwards' web site at www.jdedwards.com.

PeopleSoft, J.D. Edwards and their respective officers and directors may be
deemed to be participants in the solicitation of proxies from their respective
stockholders with respect to the transaction contemplated by the proposed
acquisition. A description of the interests of the directors and executive
officers of PeopleSoft is set forth in PeopleSoft's proxy statement for its 2003
annual meeting which was filed with the SEC on April 28, 2003. A description of
the interest of the directors and executive officers of J.D. Edwards is set
forth in J.D. Edwards' proxy statement for its 2003 annual meeting which was
filed with the SEC on February 21, 2003. Investors and security holders may
obtain additional information regarding the interest of such potential
participants by reading the definitive proxy statement and other relevant
documents filed with the SEC when they become available.

Today's discussion contains forward-looking statements. The particular
forward-looking statements and other statements that may be made on this
conference that are not historical facts are subject to a number of risks and
uncertainties, and actual results may differ materially. Please refer to today's
press release and PeopleSoft's and J.D. Edwards' annual reports on Form 10-K and
quarterly filings on Form 10-Q for more information on some of the risk factors
that could cause actual results to differ. With that, let me turn the call over
to Craig Conway.

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MR. CRAIG CONWAY

Good morning, everybody. As you know PeopleSoft today announced plans to acquire
J.D. Edwards. This merger could not be more compelling. It brings together two
companies whose strengths are extraordinarily complementary. Consider that
PeopleSoft is a leader in large enterprise software and J.D. Edwards is a leader
in midmarket enterprise software including the AS/400. Consider that PeopleSoft
will benefit from J.D. Edwards' strong manufacturing and distribution products
and J.D. Edwards will benefit from PeopleSoft's strong HR products. Consider
that PeopleSoft is a leader in the service industries such as the financial
service industry, telecom, health care, government and education.

J.D. Edwards is a leader in asset intensive industries such as manufacturing,
construction, consumer packaged goods, paper and pulp and real estate.
Complementary products, complementary market distribution and complementary
industries. This is one of the most natural and compelling acquisitions in the
technology industry. There are strong benefits for

                                       2

customers as well. Customers will have access to the broadest integrated suite
of application software. They will have a broader choice of hardware platforms,
operating systems and databases than provided by any other enterprise
application provider. Customers will be better supported in geographies around
the world.

Together we will have more than 11,000 customers in more than 150 countries and
more than 13,000 employees. There are financial benefits as well. Both
PeopleSoft and J.D. Edwards have a similar business model, structure and
geographic footprint, so there is an opportunity for improved operating
performance and increased profitability. Kevin Parker will talk about that in a
moment. Finally PeopleSoft and J.D. Edwards have similar cultures. Even with the
strong product distribution, industry and customer advantages successful
acquisitions need to have a strong vision, strong culture and strong management
execution. This acquisition has all of these ingredients. Now let me turn things
over to Bob Dutkowsky, Chairman, CEO of J.D. Edwards for his thoughts.

- ---------------------------------------------

MR. ROBERT DUTKOWSKY

Thanks Craig and good morning. Back in the fall of 2002 the J.D. Edwards
management team and Board of Directors entered into a strategic planning process
and we looked at the alternatives that were available to us to continue to
accelerate our growth and to improve our profitability. We considered
alternatives both that were organic and externally driven opportunities and we
came to the conclusion that combining our strengths with the strengths of
PeopleSoft clearly were the best alternatives for our shareholders, our
customers, our partners and our employees. At the same point in time, Craig and
his team were considering alternatives and they came to the same conclusion, and
so this was a combination that independently was reached as the best conclusion.
And when Craig and I finally sat down and discussed it, we saw very clearly the
synergies and the opportunities that this created for all of the constituencies
that we worried about.

So what did we see that we brought to the new PeopleSoft enterprise? First, we
bring a very strong product set, an aggressive and rapidly growing product
called J.D. Edwards 5 on the open systems platform and a wealth of technology on
the AS/400 side with a very loyal customer base. We bring our midmarket
leadership with nearly 7,000 customers in that space and an organization that
understands the complexities of the midmarket and how to win in that space.
We've brought, as Craig said, verticals -- verticals that are different than the
verticals PeopleSoft focused on. And so by combining our enterprises we bring --
we will have the strongest, broadest set of offerings in the software industry.

Together we can leverage our strengths in the international markets and offer
better support to our customers. We bring a workforce with deep domain knowledge
of the harder industries and of the midmarket and we bring a management team
that is committed to growing this business and excited about being part of the
PeopleSoft enterprise. Clearly we saw from our perspective the financial
synergies that exist that Kevin will talk about here in a second.



                                       3

When we think about and when we thought about alternatives for J.D. Edwards, the
merger with PeopleSoft was intuitively the right thing for us to do and so we
entered into a negotiation with Craig and his team to bring this to closure and
we are thrilled today that this announcement has been made. We believe it brings
dramatic and positive impact for our shareholders, for our customers, for our
partners and for our employees. So let me turn the call over to Kevin for his
comments.

- ---------------------------------------------

MR. KEVIN PARKER

As Craig and Bob both noted, both of the individual companies have considerable
strengths and when combined will result in an even stronger company with
expanded opportunities and advantageous synergies. Both companies are
financially solid, profitable and cash flow positive. Let's review the details
of the transaction. J.D. Edwards' stockholders will receive 0.86 PeopleSoft
shares for each outstanding J.D. Edwards share under the terms of the agreement.
J.D. Edwards will become a wholly-owned subsidiary of PeopleSoft and after the
close approximately 25 percent of the total outstanding capital stock of the
combined company will be owned by J.D. Edwards' stockholders.

The overall transaction is valued at approximately $1.7 billion and is
calculated using PeopleSoft's closing stock price on May 30, 2003, and the total
of J.D. Edwards shares outstanding and in-the-money options. The transaction is
expected to be tax-free for stockholders. We expect the addition of J.D. Edwards
to be accretive to PeopleSoft's 2004 earnings on an adjusted basis excluding the
effects of purchase accounting such as amortization of acquired intangibles, the
write-down of deferred revenue and other items.

So let's talk about purchase accounting. As is typical of these types of
transactions, purchase accounting will require us a to write down a substantial
amount of the deferred revenue balance and represent this balance at fair value
which is defined by GAAP as cost plus a reasonable profit. Substantially all of
the deferred revenue balance is deferred maintenance revenue. Since the margins
on maintenance revenue are higher than GAAP would deem as reasonable, the
deferred revenue balance will have to be written down by a significant
percentage.

In the first year following the combination the required write-down will result
in the maintenance to be significantly less than the revenue recognized
historically. However it is important to note that the adjustment does not have
a cash flow impact and the customer's maintenance payments remain. In the second
year we would expect the growth rates from maintenance revenues to return to
more historical levels and to be considerably higher when compared to year one.
We are enthusiastic about the opportunity ahead and the synergies of the two
organizations and we look forward to building on their strengths. Both
PeopleSoft and J.D. Edwards are financially stable, well-run organizations. As I
mentioned earlier we expect this transaction to be accretive for calendar year
2004.

We anticipate the combined organization will generate significant savings based
on our ability to leverage a common infrastructure which will enable us to
generate incremental bottom line

                                       4

profits while maintaining our investment profile. As a part of the integration
we expect to improve operating efficiency and reduce operating expenses by an
estimated $80 million annually within the first full year of combined
operations.

To put that in perspective, the combined organization costs and expenses exceed
$2 billion. In 2002 PeopleSoft reduced our operating expenses by over $180
million. Consistent with our history we will focus on operational efficiencies
and running an increasingly profitable cash positive business.

Now let me describe the process from here. As with any transaction of this size
the close will be subject to a series of conditions including government, SEC
and stockholder approval. While it is impossible to pinpoint the exact date the
transaction will close we expect the process to last several months and close
late in the third quarter or early in the fourth quarter.

We anticipate hosting an Analyst Day in the third quarter and will provide more
details at that time. The specific dates of the analyst event will be available
in the coming weeks. At that time we will be able to provide you with more
information on the combined strengths of the two organizations. We will now open
the call up for Q&A. Rick Allen, J.D. Edwards' Executive Vice President and CFO,
is joining us on the call here this morning. Operator, we will now take
questions.

- ---------------------------------------------


THE CALLER

First, are there any caps or collars associated with this deal?

- ---------------------------------------------

MR. KEVIN PARKER

No, there are not

- ---------------------------------------------

THE CALLER

Okay. When you talk about running J.D. Edwards as a separate subsidiary should
we assume that it will have a separate sales force, separate R&D, products will
remain separate from PeopleSoft. How should we view that when you say separate
but wholly-owned subsidiary?

- ---------------------------------------------

MR. KEVIN PARKER



                                       5

Craig that sounds like a good question for you.

- ---------------------------------------------

MR. CRAIG CONWAY

The reference to a separate wholly-owned subsidiary is really a financial
reference. The organizations will be integrated, the sales organizations will
probably be specialized on the segment of the marketplace. PeopleSoft has been
very successful in large enterprises and J.D. Edwards has been very successful
in the midmarket, so that is probably how our sales organizations will be
organized.

- ---------------------------------------------

THE CALLER

Does that mean the products you will have to maybe (indiscernible) set some
products or pick which products will remain, survive? Talk to me about it from a
product standpoint how that is going to work.

- ---------------------------------------------

MR. CRAIG CONWAY

As I said in my remarks, one of the most compelling things about this
acquisition and merger is that besides the success that J.D. Edwards has in the
midmarket, they are also extremely highly respected for their manufacturing and
distribution applications. We can translate that domain expertise up into the
large enterprise market with our own product line. Likewise PeopleSoft is a
world leader in HR applications and J.D. Edwards can co-op that domain expertise
into their midmarket product line. There will be some reconciliation but very
little because of the market segmentation and the industry segmentation.

- ---------------------------------------------

THE CALLER

Okay, great.  Thank you.

- ---------------------------------------------

THE CALLER

Craig, could you spend just a couple of minutes on probably the most basic
aspect of a combination like this. Historically big application mergers have
been very, very challenging based on all kind of issues relating to ultimately
the question that was being brought up earlier,

                                       6

integration and management of product. There is obviously some overlap of
product and also from the standpoint of architecture relative to J.D. Edwards.

- ---------------------------------------------

MR. CRAIG CONWAY

My view is that acquisitions that have run into trouble have been trouble from
the beginning. They have been companies who were looking to acquisitions to
solve some kind of fundamental flaw in their product line or their position in
the market. PeopleSoft and J.D. Edwards don't fall into that category. Both
companies are very successful, both companies are profitable, cash flow positive
and enjoy the respect of analysts in their respective markets. Second, third and
fourth reasons I think these acquisitions have been problematic in the past is
that there hasn't been a clear product synergy or there has not been a well
coordinated, talented management team. And again I think that doesn't apply to
the J.D. Edwards/PeopleSoft merger.

I think we start off with a stronger fundamental framework by which to get the
efficiencies out of this merger. I think when you talk to any industry analyst
in the enterprise software space they will tell you that PeopleSoft's last
remaining product area that could use some additional strength is manufacturing.
I think they would say that J.D. Edwards' area of clear and present need would
probably be human resource management, so I think the advantages are pretty
clear and present.

- ---------------------------------------------

THE CALLER

Thank you.

- ---------------------------------------------

THE CALLER

Craig and Kevin, just a couple of questions. Could you provide us with some
customer overlap between the two companies? And if you could also comment on --
I know one out of three of your customers right now are from the mid market but
from a percentage of revenue standpoint could you give us an idea? And then
lastly Craig if you could just comment on -- I know that you have talked about
the midmarket as a growth opportunity, how should we then take this about your
view of large enterprise, corporate enterprise software spending? Thank you.

- ---------------------------------------------

MR. KEVIN PARKER

In terms of the overall customer overlap it is very, very modest and very, very
small amount of the customers that we have in common. I think that is one of the
things that is truly very attractive about this combination is the true
complement in terms of the specialization of J.D.

                                       7

Edwards' products and asset intensive manufacturing and distribution industries
and PeopleSoft's long history and success in the services industry and in
particular in financial services, education and government in particular. So
there is -- as we look down at the customer lists and we have obviously been
through a bit of this process already, the customer overlap is certainly very,
very modest.

- ---------------------------------------------

MR. CRAIG CONWAY

To answer your question on the midmarket, as you know we have been very
committed to the midmarket starting last year 2002, and we have enjoyed some
significant success in the midmarket but it has been around the service
industries and because of that we actually don't overlap and don't compete with
J.D. Edwards that frequently. J.D. Edwards has established a strong reputation
in midmarket but I think it has been as much around their industries as the ones
that we have played to. Maybe Bob you could comment on that.

- ---------------------------------------------

MR. ROBERT DUTKOWSKY

I would agree with that. When we look at our pipeline and analyze the
competitive challenges that we face in the marketplace, although we compete
against PeopleSoft it was not in the top three or four of who we compete with
day in and day out. I think that is a statement to the segmentation that Craig
refers to, the services industries versus the industrial sector, and also just
the fact that most of our coverage is focused in the midmarket and most of
PeopleSoft is focused at the higher end enterprise. From a one plus one equals
three opportunity in the marketplace, this is clearly that when we put these two
companies together.

- ---------------------------------------------

THE CALLER

Just a follow-up. Kevin is there any metrics, the percentage of revenues from
the midmarket now that PeopleSoft generates?

- ---------------------------------------------

MR. KEVIN PARKER

As we have described historically in terms of the new customers we have added in
2002, it was about one in three of -- our new customers in 2002 is what we would
define as midmarket customers.

- ---------------------------------------------



                                       8

MR. CRAIG CONWAY

To give you a metric, when we were looking at the combination of the two
companies, in our due diligence we decided to look last quarter at how many
customers in our pipeline were competitive with J.D. Edwards. There were only 16
customers, one sixth customers in our entire pipeline that we were competing
with J.D. Edwards even though it was well over a third of our total pipeline.
You can see that the segmentation in the midmarket is heavily by industry.

- ---------------------------------------------

THE CALLER

Okay, so in your all's view it is a big cross-selling opportunity for your
existing sales force, is that correct?

- ---------------------------------------------

MR. CRAIG CONWAY

I think there is a cross-selling opportunity. There is an increase in the
markets that we go after, then there are some product synergies as well that
have nothing to do with the product lines themselves. The midmarket is I think
we all know, requires a packaging and a pricing and a delivery, and ease of
delivery, that is lighter and more direct than the large enterprise market. J.D.
Edwards actually has developed over time a very aggressive and sophisticated way
of bringing their products to the market with fast implementation and fast
installation. So I think we are going to be able to learn from J.D. Edwards,
some of the rapid implementation techniques and rapid go-live techniques that
have allowed them to be so successful in the midmarket and we will probably
bring those over to the PeopleSoft product line.

- ---------------------------------------------

THE CALLER

Okay, thank you very much.

- ---------------------------------------------

THE CALLER

Can you just give us from the PeopleSoft perspective kind of your ASP's for the
mid market sector relative to where J.D. Edwards was the last quarter? I think
they were -- they had been done quite a bit from where they were last year.

- ---------------------------------------------



                                       9

MR. KEVIN PARKER

We don't break out the ASP's by market. We did note in our conference call at
the end of the first quarter that our average ASP for new customers license
transaction was about $505,000 per quarter -- for the quarter. That is the
statistic that we generally refer to. I don't have a statistic on midmarket
ASP's.

- ---------------------------------------------

THE CALLER

Secondly, can you just that talk about -- you both have separate initiatives
going on in India. Can you talk about what you are going to do there?

- ---------------------------------------------

MR. KEVIN PARKER

It is very early in the process and we have just announced our development
initiative in India and J.D. Edwards, quite frankly, is a bit ahead of us in
that initiative. We are obviously going to look through both activities and look
for the best operating model and may in fact, continue along both paths or maybe
a consolidated effort. It is still very early in the process though.

- ---------------------------------------------

THE CALLER

Great, thank you very much.

- ---------------------------------------------

THE CALLER

Just a couple of questions for you guys. One, it looks like there has been some
talk of synergies here or cross-selling, etc. Can you address Craig and Bob from
your respective perspectives, it looks like the PeopleSoft customer base is
probably high-end in nature, has already made manufacturing/supply chain
decisions. And also it seems as the midmarket, the level of sophistication to
require a high-end HR product is not as compelling as it is in the high-end. How
do you address real synergies from this merger and how do you -- (indiscernible)
seems like a lot of product integration to be done. What sort of integration
roadmap timeline, if you will? Also any specific incentives that PeopleSoft will
be making and providing to the J.D. Edwards senior executive team to be
retained? And Kevin, margin structure for '04, post the deal, any thoughts on
that would be useful?

- ---------------------------------------------



                                       10

MR. CRAIG CONWAY

Let me start with the premise that the manufacturing industry is mature and I
have been hearing that for four years at PeopleSoft and yet PeopleSoft's supply
chain and manufacturing was our fastest-growing product line last year and so
far this year was as well. Without the benefit of the strong manufacturing and
distribution domain expertise that J.D. Edwards has we were already growing our
power supply chain and manufacturing business faster than our HR financials and
CRM businesses. I guess I don't buy any more the premise that manufacturing and
distribution and supply chain is largely served. I think it is a healthy market,
if anything it is growing faster. Bob, do you want to comment?

- ---------------------------------------------

MR. ROBERT DUTKOWSKY

I think if we look at some of the products that we have invested in, we believe
they underperform because we don't have a distribution model that can take them
up into the enterprise, applications like our enterprise asset management, suite
of offerings and our advanced planning offerings. I think when the PeopleSoft
distribution model gets a hold of those products it is going to create
tremendous add-on opportunity into the enterprise. Likewise we struggle even in
the midmarket with applications like sourcing and contracts and e-procurement
that our suite of offerings don't address the customer requirements and so we
think it is going to be relatively simple to take those products and bring them
downstream into the midmarket. The high-end marketplace is going to see more
J.D. Edwards products than we were capable of distributing and the midmarket
marketplace we will be able to take advantage of our broad installed base in the
cross-sell opportunity. We think this is clearly going to make a broader array
of offerings for both market segments and will leverage the development and
product strength of both of our teams.

- ---------------------------------------------

THE CALLER

Fair enough. Any thoughts on product integration? Also any incentives to
(indiscernible) J.D. Edwards especially given now that the two companies are
based in two different cities?

- ---------------------------------------------

MR. KEVIN PARKER

In terms of the product roadmap we have described a lot of opportunities that we
see out there for cross-selling and upselling those applications into each
other's markets. We're very excited and enthusiastic about that. That doesn't
contemplate immediate integration, that is just features and functionality that
we think go well with each other today. I think in terms of the question behind
the question about the Denver facility we are absolutely committed to
maintaining a very

                                       11

strong presence in Denver. This is a company I think that is global in nature
and we believe that Denver has a very important role to play and the future of
the combined companies.

- ---------------------------------------------

MR. ROBERT DUTKOWSKY

Our management team is committed to the transition and to stay as appropriate to
help grow this business.

- ---------------------------------------------

THE CALLER

Kevin you indicated about $80 million of cost savings in the first year of this
deal. Could you maybe talk a little bit about where you guys have modeled seeing
some benefit. Is it largely headcount, is it facilities? If you could just talk
to that, that would be helpful.

- ---------------------------------------------

MR. KEVIN PARKER

Much like the savings that we saw for PeopleSoft in 2002 it tends to be very
broadbased. There are ample opportunities for synergies between the two
companies in a variety of organizations. G&A in particular I think is one of the
areas that we look to have some overall improvement in the operational
efficiency, but it is broadbased and I think it is just running the collective
business the way we know how to do very successfully. There isn't an exhaustive
list of those things. It is quite a lot of small things that we know we can do
better.

- ---------------------------------------------

THE CALLER

Okay. Let me get more specific on sort of the product roadmap question. Part of
the cost savings for a transaction like this would be reduced product support
and maintenance cost down the road. Is there any intent to desupport any
products or transition certain customers to one or part of an existing product
line?

- ---------------------------------------------

MR. KEVIN PARKER

Well the savings that we're talking are not associated with a change in
commitment to our customers or to the products that we support today. Our
commitment is strong and that isn't part of where we're looking at generating
any savings at all for these two companies. The savings we're looking at are
overall operational efficiency much like, as I said, we saw at PeopleSoft in

                                       12

2002. That is really where we're focusing our efforts and not changing our
commitment to our customers.

- ---------------------------------------------

MR. CRAIG CONWAY

High among the list of advantages and attractions between J.D. Edwards and
PeopleSoft was the large and very highly satisfied customer base. Both companies
enjoy a good reputation for high customer satisfaction. One of the things we
have to do and frankly in the enterprise software industry, all enterprise
software companies have to do is protect their installed bases. That is a huge
advantage of two of our competitors is the size of their installed bases. So we
are not going to be doing anything that alienates or causes pain or suffering to
either of our two customer bases in the product area.

- ---------------------------------------------

THE CALLER

One final question. I know we're not sure about the timing of the transaction
but would you expect some modest -- I guess you said it is going to be, the deal
is going to be accretive in '04. Assuming this closes the end of the third
quarter, you expect it to be dilutive in the fourth-quarter or is it just too
early to say at this point?

- ---------------------------------------------

MR. KEVIN PARKER

It is probably a bit too early to say and we don't anticipate it being dilutive
though. I think we are not updating our guidance for 2003 at this point and we
will obviously keep a sharp eye on that as the year wears on.

- ---------------------------------------------

THE CALLER

Great, thanks very much.

- ---------------------------------------------
THE CALLER

I guess this extends the PeopleSoft 8 upgrade cycle for a couple of ten years
now. But seriously I'm not sure if Rick Bergquist was just on the line. Could I
ask though that someone address some of the technology opportunities that may
present themselves with regard to converting the J.D. Edwards installed base
which largely runs the AS/400 or I series platform over to a PeopleSoft 8
Internet integrated architecture and then I have a quick follow-up to that.



                                       13

- ---------------------------------------------

MR. CRAIG CONWAY

We are just getting started on the dialogue between the two companies. There is
really -- we have a limited ability to work very closely together so we just
don't have the answers to those questions that you would like to have. Kevin and
I are trying to schedule a meeting later in the month of June to talk more
specifically on those issues. But as you can imagine this is taking a great deal
of work to get to this stage and rather than communicate product opportunities
when they are really half thought through, I think we're just going to defer
that question until later in June.

- ---------------------------------------------

MR. KEVIN PARKER

One of the things though that we have, to echo Craig's comments from earlier,
our commitment to the installed base is very strong and the success of this is
not predicated on suddenly changing the level of support for a very loyal AS/400
install base within J.D. Edwards. Those customers are very happy and very
satisfied and we are going to make sure that we have that as part of our plans
going forward.

- ---------------------------------------------

MR. CRAIG CONWAY

None of -- there is no possibility that an outcome will be that we are forcing
anybody to go anywhere they don't want to be. As I said in my remarks I think
the resulting company gives customers more choices of product, more choices of
hardware, more choices of operating system and more choices of database than any
enterprise software company in the market, bar none. I think our strategy is
probably going to be the opposite of extortionary and high-pressure and it is
probably going to be the ease of migration to whatever configuration of
hardware, software, operating system, application server, Web server, database
that a customer wants to go. We hope that is a competitive advantage.

- ---------------------------------------------

THE CALLER

Then a slightly unrelated question. Craig, I know you were there at the time of
the Vantive acquisition. Kevin I'm not sure that you were, I can't recall, but
can you reflect perhaps on what it was that you might have learned both from the
successes and limitations of that acquisition and how you're gone to apply those
learnings to this acquisition? Bob, actually if I could have you reflect because
I think you were at Teredyne (ph) or GenRad (ph) when you -- when they were

                                       14

acquired -- when you sold them that is, how you are going to help to drive this
merger more successfully? Thanks.

- ---------------------------------------------

MR. CRAIG CONWAY

I will start. I think the Vantive acquisition was a great success and there
weren't a lot of land mines we stepped on along the way. There was deep domain
expertise in the CRM area. We started with that as a blueprint. We tried to
build on that in areas of expertise that PeopleSoft had at that time, the
architecture the Pure Internet Architecture(TM), and I think along the way it
has been a great success and I think when we look back on it we can't imagine
PeopleSoft today if we had not done that. I think that we will say the same
thing two years from now. I think we will look back and say we can't imagine
PeopleSoft having not done this type of merger. I don't really have any areas
that I regret or would have done differently or better on the Vantive
acquisition.

- ---------------------------------------------

MR. ROBERT DUTKOWSKY

I was at EMC when EMC bought Data General and the thing that I learned from that
transition was to stay focused on the strength of the product and the
capabilities of the people that made the company special and the relationships
and how those technologies and people interacted with the customer. All through
our diligence process with this transaction we have been focused on those
elements to make sure the right people and the right look at the technologies
and how that can benefit the customer can be optimized. From the first time
Craig and I spoke those were the areas and the focus areas that we had been on.
When I was at GenRad and we merged with Teredyne it was the same kind of
process.

So my experience says stay focused on the people to make the company what it is,
understand the capabilities of the two technologies and architectures of the two
organizations and how to articulate that accurately to your customer and you can
clearly make these kinds of mergers go and go quickly. I think my experience
with those two and now my experience with this one, this one is already way
ahead in terms of process, planning and execution. I think the benefits will be
seen both to the customer and to the financial synergies.

- ---------------------------------------------



THE CALLER

First, I guess it is still not clear to me whether this combined entity is going
to be any more competitive than the two businesses were individually, so I would
like you to comment on that. Secondly, if you can just comment on what you think
the long-term margin prospect is for the

                                       15

combined entity given that J.D. Edwards has typically been lower margin than
PeopleSoft? Thanks.

- ---------------------------------------------

MR. CRAIG CONWAY

I think -- I will start off with your first question. I am not clear on what it
is you are not -- what it is you're not clear on. PeopleSoft --

- ---------------------------------------------

THE CALLER

Let me interrupt. It sounds like what you basically are doing is taking two
product lines not changing anything about them, and putting them under one roof
as opposed to two roofs. I don't know why that is -- why that combined (multiple
speakers) that the two individually.

- ---------------------------------------------

MR. CRAIG CONWAY

Maybe you got on the call late. What I said was that PeopleSoft in the large
enterprise market can pull the domain expertise from the manufacturing and
distribution side from J.D. Edwards up into our product line. J.D. Edwards can
on a product side, pull the HR (indiscernible) and Human Capital Management
expertise at PeopleSoft down into the midmarket. So there is a product synergy
there. On the distribution side we are both located all around the world.
PeopleSoft serves the midmarket from the service industry point of view and J.D.
Edwards serves the heavy asset management point of view.

There is a certain scale in the enterprise software industry that you need per
country, per international country in order to have the credibility to be a
strong player. Neither PeopleSoft nor J.D. Edwards and certain countries has
that scale. Together we will have that scale. The list of synergies by industry
goes on as well. I think that from a product line, a industry point of view and
a market distribution point of view there's a great deal of upside. On the
financial side, I will defer the question to Kevin.

- ---------------------------------------------

MR. KEVIN PARKER

In terms of the longer-term operating margins we certainly had a success. Both
companies have improving operating margins in a very tough environment so we are
looking forward to a more normal capital spending environment hopefully and that
is in the not too distant future. In an environment that we would describe as
more normal we continue to believe that PeopleSoft and

                                       16

now on a combined basis, would enjoy operating margins in the high teens and
that is still our goal and our overall business model contemplates that.

- ---------------------------------------------

THE CALLER

Thank you.

- ---------------------------------------------

MR. KEVIN PARKER

Thank you very much for joining us here this morning. We look forward to coming
back to you in the coming months and report on our progress and future success.
Thanks.

(CONFERENCE CALL CONCLUDED)

FORWARD LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on management's current
expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The forward-looking statements
contained in this document include statements about future financial and
operating results and the proposed merger.

Such forward-looking statements are subject to a number of risks, assumptions
and uncertainties that could cause actual results to differ materially from
those projected in such forward-looking statements. These risks, assumptions and
uncertainties include: the risk that PeopleSoft's and J.D. Edwards' businesses
will not be integrated successfully; costs related to the merger; failure of
PeopleSoft's or J.D. Edwards' stockholders to approve the merger and the
transactions related thereto; the satisfaction of closing conditions including
the receipt of regulatory approvals; the failure by the company to retain key
employees; economic and political conditions in the U.S. and abroad; the failure
by the combined company to complete and deliver products and services within
currently estimated time frames and budgets; the inability to achieve revenues
from combined lines of products; and other risks affecting PeopleSoft's
businesses generally as set forth in PeopleSoft's most recent filings with the
Commission. All forward-looking statements in this document are qualified by
these cautionary statements and are made only as of the date of this document.
PeopleSoft is under no obligation to (and expressly disclaim any such obligation
to) update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.



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