Exhibit 8.1


                    [GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]

                                  July 2, 2003

Direct Dial                                                           Client No.



Fax No.
(213) 229-7000                                                     C 72711-00039


PeopleSoft, Inc.
4460 Hacienda Drive
Pleasanton, California 94588-8618

     Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

     We have acted as counsel to PeopleSoft, Inc., a Delaware corporation
("PARENT"), in connection with the preparation and execution of the Amended and
Restated Agreement and Plan of Merger and Reorganization (the "AGREEMENT"),
dated as of June 16, 2003, by and among Parent, J.D. Edwards & Company, a
Delaware corporation (the "COMPANY"), and Jersey Acquisition Corporation, a
Delaware corporation and a wholly owned subsidiary of Parent ("ACQUISITION").
The Agreement amends and restates in its entirety the Agreement and Plan of
Merger among those parties dated as of June 1, 2003.

     At your request, we have examined the form of Registration Statement on
Form S-4 filed with the U.S. Securities and Exchange Commission on June 18,
2003, as amended on July 2, 2003, including the Prospectus that forms a part
thereof (the "REGISTRATION STATEMENT") in connection with the registration of
the shares of Parent's common stock to be issued to the stockholders of Company
upon consummation of the proposed transactions described therein.

     You have requested our opinion regarding the accuracy of the federal
income tax matters described in the Registration Statement under the caption
"Material Federal Income Tax Consequences."

     In rendering this opinion, we have reviewed (without any independent
investigation) the Agreement, the Registration Statement and such other
documents as we have deemed necessary or appropriate. We have relied upon the
truth and accuracy at all relevant times of the facts, statements, covenants,
representations and warranties contained in the Agreement and the


GIBSON, DUNN & CRUTCHER LLP

PeopleSoft, Inc.
July 2, 2003
Page 2

Registration Statement, and have assumed that the proposed transactions will be
consummated in accordance with the Agreement and without breach or waiver of
any material provision thereof. We have also assumed the authenticity of
original documents submitted to us, the conformity to the originals of
documents submitted to us as copies, and the due and valid execution and
delivery of all such documents where due execution and delivery are a
prerequisite to the effectiveness thereof.

     Based upon the foregoing, it is our opinion that the discussion in the
Registration Statement, under the caption "Material Federal Income Tax
Consequences," to the extent it constitutes descriptions of legal matters or
legal conclusions, is accurate in all material respects.

     This opinion represents our best judgment regarding the application of
federal income tax laws under the Internal Revenue Code of 1986, as amended,
existing judicial decisions, administrative regulations and published rulings
and procedures. Our opinion is not binding upon the Internal Revenue Service or
the courts, and there is no assurance that the Internal Revenue Service will
not successfully assert a contrary position. This opinion is being delivered
prior to the consummation of the proposed transactions and therefore is
prospective and dependent on future events. No assurance can be given that
future legislative, judicial or administrative changes, on either a prospective
or retroactive basis, or future factual developments, would not adversely
affect the accuracy of the conclusion stated herein. We undertake no
responsibility to advise you of any new developments in the facts or in the
application or interpretation of the federal income tax laws. Furthermore, in
the event any one of the statements, representations, warranties or assumptions
upon which we have relied to issue this opinion is incorrect, our opinion might
be adversely affected and may not be relied upon.

     This opinion addresses only the matters described above, and does not
address any other federal, state, local or foreign tax consequences that may
result from the transactions described in the Registration Statement.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Material
Federal Income Tax Consequences" in the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act, nor do we thereby
admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities
Act.

                                        Very truly yours,

                                        /s/ GIBSON, DUNN & CRUTCHER LLP
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                                        GIBSON, DUNN & CRUTCHER LLP

PSI/DA