8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


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



         Date of Report (Date of earliest event reported): July 2, 2003





                                PEOPLESOFT, INC.

             (Exact name of registrant as specified in its charter)







                                     0-20710
                            (Commission file number)


             Delaware                                    68-0137069
  (State or other jurisdiction                         (I.R.S. Employer
        of incorporation)                          Identification Number)


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

       Registrant's telephone number, including area code: (925) 225-3000





ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS


     (c) Exhibits.

         99.1      Press release issued by PeopleSoft, Inc. dated July 2, 2003


ITEM 9. REGULATION FD DISCLOSURE

     This information, furnished under this "Item 9. Regulation FD Disclosure,"
     is intended to be furnished under "Item 12. Disclosure of Results of
     Operations and Financial Condition" in accordance with SEC Release No.
     33-8216.

     On July 2, 2003, PeopleSoft Inc. issued a press release announcing
     preliminary second quarter earnings results. A copy of the press release is
     attached as Exhibit 99.1.






                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated:  July 2, 2003


                           PEOPLESOFT, INC.


                           By:  /s/ KEVIN T. PARKER
                              --------------------------------------
                                Kevin T. Parker
                                Executive Vice President,
                                Finance and Administration,
                                Chief Financial Officer
                                (Principal Financial and Accounting Officer)






                                  EXHIBIT INDEX


Exhibit            Description

99.1               Press release issued by PeopleSoft, Inc. dated July 2, 2003

EX-99

                                                                    Exhibit 99.1

PeopleSoft Announces Preliminary Second Quarter Results; Company
Exceeds License Revenue, Total Revenue and Earnings Per Share Guidance

    PLEASANTON, Calif.--(BUSINESS WIRE)--July 2, 2003--PeopleSoft,
Inc. (Nasdaq:PSFT) today announced preliminary results for the quarter
ended June 30, 2003. Based on preliminary information, license revenue
is expected to be $105 - $115 million, and total revenue is expected
to be in the range of $490 - $500 million. Earnings per share from
recurring operations is expected to be $0.13 - $0.14, compared to the
Company's original guidance of $0.11 - $0.12 per share. Earnings per
share, including previously announced non-recurring items, is expected
to be $0.10 - $0.11, compared with the Company's original guidance of
$0.08 - $0.09 per share.
    "This morning we announced that against all odds and odds makers,
under the most challenging conditions a company can face, PeopleSoft
not only met but significantly exceeded our original financial
guidance," said PeopleSoft President and CEO Craig Conway.
    "In an undeniable vote of confidence, both existing customers and
new customers continued to select PeopleSoft for their enterprise
software applications. They continued to choose PeopleSoft for our
stronger products and better architecture. They continued to choose a
company with a real commitment to customer satisfaction," added
Conway.
    Final results and additional information regarding the Company's
second quarter results will be released later this month.

    Net Income Including Non-Recurring Items

    The quarterly results include preliminary estimates of
non-recurring after-tax items related to the previously announced
closure of the Company's Santa Clara, California, location of $0.02
per share and a charge related to previously announced headcount
reductions of $0.01 per share. Earnings per share, including these
non-recurring items, is expected to be $0.10 - $0.11 per share. The
Company presents its results in both an earnings per share from
recurring operations basis and an earnings per share including
non-recurring items basis. The Company believes that presenting both
types of information allows greater insight into the Company's actual
results of operations by presenting data that excludes non-recurring
items which are difficult to predict and which may not be indicative
of the Company's ongoing operating results. The presentation of EPS
from recurring operations should not be considered in isolation or as
a substitute for EPS including non-recurring items.

    Company to Host Conference Call

    PeopleSoft will host a conference call today, July 2, 2003, at
8:00 a.m. PDT/11:00 a.m. EDT to discuss the preliminary results. A
live audio-only web cast of the call will be made available in the
Investor Relations section of the Company's web site at
www.peoplesoft.com. Interested parties may also participate by calling
888/370-7057 in the U.S. or 484/630-4574 outside the U.S.; passcode:
PeopleSoft. A replay of the call will be made available for seven days
following the call and will be accessible on the company's web site or
by calling 888/568-0873 or 402/998-1548, no passcode necessary.

    About PeopleSoft

    PeopleSoft (Nasdaq:PSFT) is the world's leading provider of
application software for the real-time enterprise. PeopleSoft pure
internet software enables organizations to reduce costs and increase
productivity by directly connecting customers, suppliers, partners and
employees to business processes on-line, in real time. PeopleSoft's
integrated, best-in-class applications include Customer Relationship
Management, Supply Chain Management, Human Capital Management,
Financial Management and Application Integration. Today more than
5,100 organizations in 140 countries run on PeopleSoft software. For
more information, visit us at www.peoplesoft.com.

    Additional Information

    PeopleSoft commenced an exchange offer and filed a Schedule TO and
a registration statement on Form S-4 with the SEC on June 19, 2003
with respect to the proposed acquisition of J.D. Edwards & Company.
Solicitations and exchanges of J.D. Edwards stock in connection with
that acquisition will only be made pursuant to the Offer to Exchange
and related materials filed by PeopleSoft with the SEC. PeopleSoft
also filed a Solicitation/Recommendation Statement on Schedule 14D-9
containing its recommendation regarding Oracle's tender offer.
Stockholders should read these documents and any amendments thereto
because they contain important information. These filings can be
obtained without charge from the SEC at www.sec.gov and from
PeopleSoft at www.peoplesoft.com.

    Forward Looking Statements

    These materials may contain forward looking statements. These
statements reflect PeopleSoft's and management's current beliefs and
are based on information currently available to PeopleSoft. These
statements are only predictions and actual results may differ
materially. For a more detailed discussion of information regarding
risks that may affect PeopleSoft's operating results, please refer to
PeopleSoft's most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q. Additional risks, assumptions and uncertainties
relating to the proposed acquisition of J.D. Edwards and to Oracle's
tender offer are set forth in PeopleSoft's most recent filings with
the SEC. All forward-looking statements are qualified by these
cautionary statements and are made only as of the date they are made.
PeopleSoft undertakes no obligation to update or revise these forward
looking statements.

    PeopleSoft and the PeopleSoft logo are registered trademarks of
PeopleSoft Inc. All other company and product names may be trademarks
of their respective owners.

    CONTACT: PeopleSoft
             Lori Varlas, 877/528-7413 (Investor Relations)
             lori_varlas@peoplesoft.com
             Steve Swasey, 925/694-5230 (Public Relations)
             steve_swasey@peoplesoft.com
             Dee Anna McPherson, 925/694-4112 (Public Relations)
             deeanna_mcpherson@peoplesoft.com