SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 34

to

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

PEOPLESOFT, INC.

(Name of Subject Company)

PEPPER ACQUISITION CORP.

ORACLE CORPORATION

(Names of Filing Persons—Offeror)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

712713106

(Cusip Number of Class of Securities)

Daniel Cooperman

Senior Vice President, General Counsel and Secretary

Oracle Corporation

500 Oracle Parkway

Redwood City, California 94065

Telephone: (650) 506-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

William M. Kelly

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, California 94025

Telephone: (650) 752-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$7,250,846,650	$586,593

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 371,838,290 (the sum of the number of shares of common stock of the subject company outstanding as of July 10, 2003, plus 0.43 multiplied by the number of shares of common stock of J.D. Edwards & Company outstanding as of July 10, 2003 (each according to the Prospectus filed with the Securities and Exchange Commission by the subject company pursuant to Rule 424(b)(3) under the Securities Act of 1933 on June 11, 2003) by $19.50 (the purchase price per share offered by Offeror).

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and Fee Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003, equals 0.00008090% of the transaction valuation.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$87,131	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T/A	Date Filed:	July 24, 2003
Amount Previously Paid:	$89,647	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T/A	Date Filed:	June 18, 2003
Amount Previously Paid:	$409,815	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T	Date Filed:	June 9, 2003

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

Items 1 through 9, and Item 11.

This Amendment No. 34 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on June 9, 2002, as amended, by Oracle Corporation, a Delaware corporation (“Parent”), and Pepper Acquisition Corp. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Parent. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share, and the associated preferred stock purchase rights (together, the “Shares”), of PeopleSoft, Inc., a Delaware corporation (the “Company”), at $19.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated July 24, 2003, as amended (the “Amended and Restated Offer to Purchase”), and in the related Amended and Restated Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The information set forth in the Amended and Restated Offer to Purchase and the related Amended and Restated Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

Item 10.    Financial Statements.

Not applicable.

Item 12.    Exhibits.

(a)(1)(i)	Offer to Purchase dated June 9, 2003.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement dated June 9, 2003.*
(a)(1)(viii)	Amended and Restated Offer to Purchase dated July 24, 2003.*
(a)(1)(ix)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(5)(i)	Text of press release issued by Parent, dated June 6, 2003.*
(a)(5)(ii)	Text of press release issued by Parent, dated June 9, 2003.*
(a)(5)(iii)	Text of information on Parent’s website, posted June 10, 2003.*
(a)(5)(iv)	Text of press release issued by Parent, dated June 10, 2003.*
(a)(5)(v)	Slide presentation by Parent, dated June 13, 2003.*
(a)(5)(vi)	Text of press release issued by Parent, dated June 13, 2003.*
(a)(5)(vii)	Complaint and Jury Demand filed in the District Court for the City and County of Denver, Colorado on June 12, 2003.*
(a)(5)(viii)	Complaint filed in the Superior Court of the State of California, County of San Mateo on June 12, 2003.*
(a)(5)(ix)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(x)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xi)	Complaint filed in the Superior Court of the State of California, County of Alameda on June 13, 2003.*
(a)(5)(xii)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(xiii)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xiv)	Text of information on Parent’s website, posted June 16, 2003.*
(a)(5)(xv)	Text of press release issued by Parent, dated June 18, 2003.*
(a)(5)(xvi)	Complaint filed in the Court of Chancery of the State of Delaware, New Castle County, on June 18, 2003.*
(a)(5)(xvii)	Transcript of Conference Call held by Parent on June 18, 2003.*
(a)(5)(xviii)	Investor presentation by Parent, dated June 18, 2003.*
(a)(5)(xix)	Complaint filed in the United States District Court for the District of Connecticut on June 18, 2003.*
(a)(5)(xx)	Advertisement placed by Parent on June 19, 2003.*
(a)(5)(xxi)	Email statement to press issued by Parent, dated June 18, 2003.*
(a)(5)(xxii)	Text of press release issued by Parent, dated June 20, 2003.*
(a)(5)(xxiii)	Advertisement placed by Parent on June 23, 2003.*
(a)(5)(xxiv)	Text of press release issued by Parent, dated June 24, 2003.*
(a)(5)(xxv)	Advertisement placed by Parent on June 27, 2003.*
(a)(5)(xxvi)	Text of email message to Parent employees dated June 26, 2003.*
(a)(5)(xxvii)	Email statement to press issued by Parent, dated June 29, 2003.*
(a)(5)(xxviii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxix)	Text of information on Parent’s website, posted June 30, 2003.*

(a)(5)(xxx)	Letter to PeopleSoft customers, dated June 30, 2003.*
(a)(5)(xxxi)	Case study dated June 30, 2003.*
(a)(5)(xxxii)	Information regarding Parent customer support dated June 30, 2003.*
(a)(5)(xxxiii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxxiv)	Text of press release issued by Parent, dated July 1, 2003.*
(a)(5)(xxxv)	Text of press release issued by Parent, dated July 2, 2003.*
(a)(5)(xxxvi)	Text of press release issued by Parent, dated July 3, 2003.*
(a)(5)(xxxvii)	Amended text of information on Parent’s internal website, posted July 9, 2003.*
(a)(5)(xxxviii)	Text of material prepared for presentation to analysts, dated July 9, 2003.*
(a)(5)(xxxix)	Transcript of portion of webcast presentation to analysts pertaining to the tender offer, dated July 9, 2003.*
(a)(5)(xxxx)	Text of e-mail message to PeopleSoft User Group, dated July 10, 2003.*
(a)(5)(xxxxi)	Advertisement placed by Parent on July 11, 2003.*
(a)(5)(xxxxii)	Text of press release issued by Parent, dated July 14, 2003.*
(a)(5)(xxxxiii)	Text of letter to partners, sent July 14, 2003.*
(a)(5)(xxxxiv)	Questions and answers for PeopleSoft customers, dated July 14, 2003.*
(a)(5)(xxxxv)	Text of press release issued by Parent, dated July 15, 2003.*
(a)(5)(xxxxvi)	Advertisement placed by Parent on July 15, 2003.*
(a)(5)(xxxxvii)	Transcript of “town hall” presentation to PeopleSoft customers, dated July 17, 2003.*
(a)(5)(xxxxviii)	Advertisement placed by Parent on July 2, 2003.*
(a)(5)(il)	Advertisement placed by Parent on June 30, 2003.*
(a)(5)(l)	Text of press release issued by Parent, dated July 17, 2003.*
(a)(5)(li)	Transcript of “Oracle Beat” presentation to Parent employees, dated July 17, 2003.*
(a)(5)(lii)	Text of press release issued by Parent, dated July 24, 2003.*
(a)(5)(liii)	Text of press release issued by Parent, dated August 8, 2003.*
(a)(5)(liv)	Transcript of portion of webcast comments pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lv)	Transcript of portion of webcast Q&A session pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lvi)	Text of portion of slide presentation pertaining to the tender offer, prepared for CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lvii)	Text of press release issued by Parent on August 12, 2003.*
(a)(5)(lviii)	Text of information on Parent’s website, posted August 15, 2003.*
(a)(5)(lix)	Text of letter to customers, sent August 22, 2003.*
(a)(5)(lx)	Notice of “town hall” meeting, sent August 22, 2003.*
(a)(5)(lxi)	Comments by Parent spokesman, provided August 26, 2003.*
(a)(5)(lxii)	Text of press release issued by Parent, dated August 27, 2003.*
(a)(5)(lxiii)	Transcript of “town hall” presentation to PeopleSoft customers, dated September 3, 2003.*
(a)(5)(lxiv)	Text of press release issued by Parent, dated September 4, 2003.*
(a)(5)(lxv)	Text of employee announcement on Parent’s internal website, dated September 10, 2003.*
(a)(5)(lxvi)	Stipulation and Order Dismissing Case Without Prejudice filed in the Superior Court of the State of California, County of San Mateo on August 15, 2003.*

(a)(5)(lxvii)	Order Granting Stipulation Dismissing Case Without Prejudice, issued by the District Court for the City and County of Denver, Colorado on August 18, 2003.*
(a)(5)(lxviii)	First Amended Complaint filed in the Superior Court of the State of California, County of Alameda on August 12, 2003.*
(a)(5)(lxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on September 11, 2003.*
(a)(5)(lxx)	Amended Complaint filed in the United States District Court for the District of Connecticut on August 4, 2003.*
(a)(5)(lxxi)	Defendant’s Motion to Dismiss and related documents filed in the United States District Court for the District of Connecticut on August 18, 2003.*
(a)(5)(lxxii)	Transcript of portion of earnings conference call pertaining to tender offer, held September 12, 2003.*
(a)(5)(lxxiii)	Text of press release issued by Parent on October 10, 2003.*
(a)(5)(lxxiv)	Transcript of portion of annual meeting pertaining to tender offer, held October 13, 2003.
(a)(5)(lxxv)	Redacted slide presentation from annual meeting held October 13, 2003.
(a)(5)(lxxvi)	Amended text of information on Parent’s internal website dated September 4, 2003.
(b)(1)	Commitment letter described in Section 9, “Source and Amount of Funds” of the Offer to Purchase (the “Commitment Letter”).*
(b)(2)	Side Letter to the Commitment Letter.*
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  October 15, 2003

ORACLE CORPORATION
By:	/s/    SAFRA CATZ
	Name:	Safra Catz
	Title:	Executive Vice President
PEPPER ACQUISITION CORP.
By:	/s/    SAFRA CATZ
	Name:	Safra Catz
	Title:	President

EXHIBIT INDEX

Index No.
(a)(1)(i)	Offer to Purchase dated June 9, 2003.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement dated June 9, 2003.*
(a)(1)(viii)	Amended and Restated Offer to Purchase dated July 24, 2003.*
(a)(1)(ix)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(x)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(5)(i)	Text of press release issued by Parent, dated June 6, 2003.*
(a)(5)(ii)	Text of press release issued by Parent, dated June 9, 2003.*
(a)(5)(iii)	Text of information on Parent’s website, posted June 10, 2003.*
(a)(5)(iv)	Text of press release issued by Parent, dated June 10, 2003.*
(a)(5)(v)	Slide presentation by Parent, dated June 13, 2003.*
(a)(5)(vi)	Text of press release issued by Parent, dated June 13, 2003.*
(a)(5)(vii)	Complaint and Jury Demand filed in the District Court for the City and County of Denver, Colorado on June 12, 2003.*
(a)(5)(viii)	Complaint filed in the Superior Court of the State of California, County of San Mateo on June 12, 2003.*
(a)(5)(ix)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(x)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xi)	Complaint filed in the Superior Court of the State of California, County of Alameda on June 13, 2003.*
(a)(5)(xii)	Advertisement placed by Parent on June 16, 2003.*
(a)(5)(xiii)	Text of press release issued by Parent, dated June 16, 2003.*
(a)(5)(xiv)	Text of information on Parent’s website, posted June 16, 2003.*
(a)(5)(xv)	Text of press release issued by Parent, dated June 18, 2003.*
(a)(5)(xvi)	Complaint filed in the Court of Chancery of the State of Delaware, New Castle County, on June 18, 2003.*
(a)(5)(xvii)	Transcript of Conference Call held by Parent on June 18, 2003.*
(a)(5)(xviii)	Investor presentation by Parent, dated June 18, 2003.*
(a)(5)(xix)	Complaint filed in the United States District Court for the District of Connecticut on June 18, 2003.*
(a)(5)(xx)	Advertisement placed by Parent on June 19, 2003.*
(a)(5)(xxi)	Email statement to press issued by Parent, dated June 18, 2003.*
(a)(5)(xxii)	Text of press release issued by Parent, dated June 20, 2003.*
(a)(5)(xxiii)	Advertisement placed by Parent on June 23, 2003.*
(a)(5)(xxiv)	Text of press release issued by Parent, dated June 24, 2003.*
(a)(5)(xxv)	Advertisement placed by Parent on June 27, 2003.*

Index No.
(a)(5)(xxvi)	Text of email message to Parent employees dated June 26, 2003.*
(a)(5)(xxvii)	Email statement to press issued by Parent, dated June 29, 2003.*
(a)(5)(xxviii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxix)	Text of information on Parent’s website, posted June 30, 2003.*
(a)(5)(xxx)	Letter to PeopleSoft customers, dated June 30, 2003.*
(a)(5)(xxxi)	Case study dated June 30, 2003.*
(a)(5)(xxxii)	Information regarding Parent customer support dated June 30, 2003.*
(a)(5)(xxxiii)	Text of press release issued by Parent, dated June 30, 2003.*
(a)(5)(xxxiv)	Text of press release issued by Parent, dated July 1, 2003.*
(a)(5)(xxxv)	Text of press release issued by Parent, dated July 2, 2003.*
(a)(5)(xxxvi)	Text of press release issued by Parent, dated July 3, 2003.*
(a)(5)(xxxvii)	Amended text of information on Parent’s internal website, posted July 9, 2003.*
(a)(5)(xxxviii)	Text of material prepared for presentation to analysts, dated July 9, 2003.*
(a)(5)(xxxix)	Transcript of portion of webcast presentation to analysts pertaining to the tender offer, dated July 9, 2003.*
(a)(5)(xxxx)	Text of e-mail message to PeopleSoft User Group, dated July 10, 2003.*
(a)(5)(xxxxi)	Advertisement placed by Parent on July 11, 2003.*
(a)(5)(xxxxii)	Text of press release issued by Parent, dated July 14, 2003.*
(a)(5)(xxxxiii)	Text of letter to partners, sent July 14, 2003.*
(a)(5)(xxxxiv)	Questions and answers for PeopleSoft customers, dated July 14, 2003.*
(a)(5)(xxxxv)	Text of press release issued by Parent, dated July 15, 2003.*
(a)(5)(xxxxvi)	Advertisement placed by Parent on July 15, 2003.*
(a)(5)(xxxxvii)	Transcript of “town hall” presentation to PeopleSoft customers, dated July 17, 2003.*
(a)(5)(xxxxviii)	Advertisement placed by Parent on July 2, 2003.*
(a)(5)(il)	Advertisement placed by Parent on June 30, 2003.*
(a)(5)(l)	Text of press release issued by Parent, dated July 17, 2003.*
(a)(5)(li)	Transcript of “Oracle Beat” presentation to Parent employees, dated July 17, 2003.*
(a)(5)(lii)	Text of press release issued by Parent, dated July 24, 2003.*
(a)(5)(liii)	Text of press release issued by Parent, dated August 8, 2003.*
(a)(5)(liv)	Transcript of portion of webcast comments pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lv)	Transcript of portion of webcast Q&A session pertaining to the tender offer, from CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)lvi)	Text of portion of slide presentation pertaining to the tender offer, prepared for CIBC World Markets Enterprise Software Conference on August 6, 2003.*
(a)(5)(lvii)	Text of press release issued by Parent on August 12, 2003.*
(a)(5)(lviii)	Text of information on Parent’s website, posted August 15, 2003.*
(a)(5)(lix)	Text of letter to customers, sent August 22, 2003.*
(a)(5)(lx)	Notice of “town hall” meeting, sent August 22, 2003.*
(a)(5)(lxi)	Comments by Parent spokesman, provided August 26, 2003.*
(a)(5)(lxii)	Text of press release issued by Parent, dated August 27, 2003.*
(a)(5)(lxiii)	Transcript of “town hall” presentation to PeopleSoft customers, dated September 3, 2003.*

Index No.
(a)(5)(lxiv)	Text of press release issued by Parent, dated September 4, 2003.*
(a)(5)(lxv)	Text of employee announcement on Parent’s internal website, dated September 10, 2003.*
(a)(5)(lxvi)	Stipulation and Order Dismissing Case Without Prejudice filed in the Superior Court of the State of California, County of San Mateo on August 15, 2003.*
(a)(5)(lxvii)	Order Granting Stipulation Dismissing Case Without Prejudice, issued by the District Court for the City and County of Denver, Colorado on August 18, 2003.*
(a)(5)(lxviii)	First Amended Complaint filed in the Superior Court of the State of California, County of Alameda on August 12, 2003.*
(a)(5)(lxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on September 11, 2003.*
(a)(5)(lxx)	Amended Complaint filed in the United States District Court for the District of Connecticut on August 4, 2003.*
(a)(5)(lxxi)	Defendant’s Motion to Dismiss and related documents filed in the United States District Court for the District of Connecticut on August 18, 2003.*
(a)(5)(lxxii)	Transcript of portion of earnings conference call pertaining to tender offer, held September 12, 2003.*
(a)(5)(lxxiii)	Text of press release issued by Parent on October 10, 2003.*
(a)(5)(lxxiv)	Transcript of portion of annual meeting pertaining to tender offer, held October 13, 2003.
(a)(5)(lxxv)	Redacted slide presentation from annual meeting held October 13, 2003.
(a)(5)(lxxvi)	Amended text of information on Parent’s internal website dated September 4, 2003.
(b)(1)	Commitment letter described in Section 9, “Source and Amount of Funds” of the Offer to Purchase.*
(b)(2)	Side Letter to the Commitment Letter.*
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

EX-99.(A)(5)(LXXIV)

Exhibit (a)(5)(lxxiv)

FINAL TRANSCRIPT

CCBN StreetEvents

CCBN StreetEvents Conference Call Transcript

ORCL - Oracle Shareholders Meeting

Event Date/Time: Oct. 13. 2003 / 1:00PM ET

Event Duration: N/A

CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com 1

^© 2003 CCBN.com, Inc. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of CCBN.com, Inc.

FINAL TRANSCRIPT

ORCL - Oracle Shareholders Meeting

CORPORATE PARTICIPANTS

Lawrence Ellison

CEO and COB - Oracle Corp.

Daniel Cooperman

SVP, General Counsel and Secretary - Oracle Corp.

Jeffrey Henley

EVP and CFO - Oracle Corp.

Dr. Michael Boskin

Director - Oracle Corp.

Jeffrey Henley

CFO, Executive VP, Director - Oracle Corp.

CONFERENCE CALL PARTICIPANTS

Don Scott (ph)

Brian Jackson (ph)

Alana Jonk (ph)

Tony Mezapali (ph)

Bruce Witt (ph)

Analyst

Laurie Chain-Bremen (ph)

Analyst

Anthony Fisher (ph)

Analyst

Sheila Goldschein (ph)

Analyst

Dick Rodkey (ph)

Shareholder

Joe O’Connor (ph)

Shareholder

Bob Fowler (ph)

Shareholder

Mae Falmer (ph)

Shareholder

Guthrie Hollingsedge (ph)

Shareholder

Hans Sperniss (ph)

Unidentified Participant

PRESENTATION

[TRANSCRIPT HAS BEEN REDACTED TO REMOVE STATEMENTS AND COMMENTS UNRELATED TO THE TENDER OFFER]

Lawrence Ellison - CEO and COB - Oracle Corp.

Good morning, ladies and gentlemen. My name is Larry Ellison, and I’m Chairman of Oracle’s Board of Directors. And it’s my pleasure to welcome you to today’s meeting.

In accordance with the notice of the meeting, I call to order the Twenty-Sixth Annual Meeting of the Stockholders of Oracle Corporation. Each shareholder was given an agenda for today’s meeting. We will first conduct the formal portion of the stockholders meeting in accordance with the agenda. Following adjournment of the formal portion of the meeting, we’ll have a couple of presentations, after which we’ll have an opportunity for questions and discussion.

[REDACTED]

Lawrence Ellison - CEO and COB - - Oracle Corp.

Thank you. It has been moved and seconded that the meeting be adjourned. Is there any opposition to this motion?

The formal part of the meeting is, in fact, adjourned. Now I’d like to invite Jeff Henley to give a brief presentation regarding the financial performance of the company.

Jeffrey Henley - EVP and CFO - Oracle Corp.

OK, thanks, Larry.

[REDACTED]

[PLEASE SEE REDACTED SLIDE PRESENTATION]

OK, we go to the next one - and also we’re going to talk briefly about the PeopleSoft tender offer we have outstanding. So, again, there’s a standard disclaimer here in terms of that, and obviously there’s a lot of material out and available and we’ve - we have a formal tender offer and so forth you can refer to for more information.

[REDACTED]

In terms of the PeopleSoft acquisition which I alluded to earlier which is part of our application strategy, we have - we’re in what’s called the second request at the Justice Department which is an

CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com 2

^© 2003 CCBN.com, Inc. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of CCBN.com, Inc.

FINAL TRANSCRIPT

ORCL - Oracle Shareholders Meeting

elongated review process that they’re going through because of the size of the transaction. We don’t expect to get an answer from the Department of Justice until November - perhaps December. There’s no hard date at this point, but those are our best guess.

We certainly continue to believe this is a good transaction but we are very disciplined, and so we’ve been very clear that we don’t intend to overpay. I think companies can sometimes make mistakes trying to do a - you know, in acquisitions. So while we would very much like to do this, we first need to get the Justice Department approval and [Inaudible] - if that approval comes, we need to make sure that this is done at the right price so it’s a good thing for our business and our shareholders.

[REDACTED]

And as I said earlier, we’re hopeful that we’ll get the PeopleSoft acquisition done at some point. It certainly should be icing on the cake at this point. Thank you very much.

Lawrence Ellison - CEO and COB - - Oracle Corp.

Thanks, Jeffrey.

[REDACTED]

QUESTION AND ANSWER

Lawrence Ellison - CEO and COB - Oracle Corp.

Let’s see - we can now begin the Q&A. So, any questions for Michael or me or any other members of the Board of Directors? Yes, sir?

[REDACTED]

Bruce Witt Analyst

This last question is at the acquisition of PeopleSoft in as of consolidation of the industry more and gaining market share, is there anything wrong with the existing applications that Oracle has and how come they haven’t been so competitive that is necessary to buy competing product as opposed to maybe expanding into another market area that would add to revenue stream?

Lawrence Ellison - CEO and COB - - Oracle Corp.

Well, again, we’re not the only company that seeks to improve its lot in life through acquisition, there’s a little company called General Electric that is very actively buying companies right now. So our strategy has historically has been to build products and enter new markets as the industry matures and we become a larger and larger company. If you really want to move the revenue dial at Oracle, we’re going to have to do a combination of developing new products like Collaboration Suite, which we think is going to be a very successful new product. We’re going also have to go into the market and buy some number of companies. So we’re going to have to have a dual strategy rather than a single strategy. Way in the back

Unidentified Participant

I guess it’s two questions. If the transition to purchase PeopleSoft does go through or it doesn’t go through, what are your plans and strategy for it, as far as in business terms?

Lawrence Ellison - CEO and COB - Oracle Corp.

Well, if it does go through, then we obviously have to consolidate the two businesses. If it doesn’t go through we will look at other acquisitions. Even if it does go through, we will probably go look at other acquisitions.

Unidentified Participant

CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com 3

^© 2003 CCBN.com, Inc. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of CCBN.com, Inc.

FINAL TRANSCRIPT

ORCL - Oracle Shareholders Meeting

To basically purchase their customers and then sell Oracle’s products to those customers instead?

Lawrence Ellison - - CEO and COB - Oracle Corp.

No, we plan to buy the company and merge the engineering teams and support the existing customers. We promised we’d support the existing customers on existing PeopleSoft Version 8 products for 10 years. So we’re not going to try to coerce customers to move from PeopleSoft products to Oracle products. We are going to develop successor products to PeopleSoft 8, like we’re just going to develop successor products to Oracle 11i, and customers, Oracle 11i customers, if they want to can migrate to Oracle 12. And PeopleSoft 8 customers, if they choose can migrate to Oracle 12, which will be successor product to both PeopleSoft 8 and Oracle 11.

[REDACTED]

Sheila Goldschein Analyst

I’m Sheila Goldschein, stockholder. I just have a general question, if and when you do get PeopleSoft, do you have any idea what percentage of workers in each company will lose their job?

Lawrence Ellison - CEO and COB - Oracle Corp.

Actually, the answers I don’t. Certainly jobs will be lost, PeopleSoft’s management jobs will be lost. That I can guarantee. And they know that, not surprising. But overall, PeopleSoft customers, Oracle customers, will have successor products written by a stronger company. The combination of PeopleSoft plus Oracle is stronger than either company standing alone.

So the employees working for the combined company will be working for a stronger company, and their jobs will be more secure. Customers who are customers of the joint company will have a stronger engineering team building successor products and their ability to migrate and take advantage of those improved products, puts them in a strong position as well. So the employees who do join, back join and stay at the combined company will be working for an economically and technically stronger company. Yes sir?

Dick Rodkey Shareholder

Dick Rodkey (ph), shareholder. Do you have any plans to pay dividends now that dividends get better tax treatment from the government?

Lawrence Ellison - CEO and COB - - Oracle Corp.

Jeff?

Jeffrey Hanley - CFO, Executive VP, Director - Oracle Corp.

The board continues from time to time and I think that we have discussed the fact that because they’ve made the treatment more favorable it’s something we more likely want to consider. It’s not permanent, that’s the one issue we have. It’s a three-year period, so that’s one of uncertainty, and we have a very large transaction furnished right now with the PeopleSoft transaction. So we will continue to consider it.

[REDACTED]

CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com 4

^© 2003 CCBN.com, Inc. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of CCBN.com, Inc.

EX-99.(A)(5)(LXXV)

Exhibit (a)(5)(lxxv)

Disclaimer

The solicitation and the offer to buy PeopleSoft's common
stock is only made pursuant to the Offer to Purchase and
related materials that Oracle Corporation and Pepper
Acquisition Corp. filed on June 9, 2003, as amended June
18, 2003.  Stockholders should read the Offer to Purchase
and related materials carefully because they contain
important information, including the terms and conditions
of the offer.  Stockholders can obtain the Offer to
Purchase and related materials free at the SEC's website
at www.sec.gov, from Credit Suisse First Boston LLC, the
Dealer Manager for the offer, from MacKenzie Partners,
the Information Agent for the offer, or from Oracle
Corporation.

Our Perspective on PeopleSoft

We anticipate an answer from the DOJ
in the November/December timeframe

We’re committed to this transaction

It would be good for all shareholders
and customers involved… but

This is NOT make or break for our
apps business

EX-99.(A)(5)(LXXVI)

Exhibit (a)(5)(lxxvi)

Overview

As you know, we are making a tender offer for PeopleSoft shares at $19.50 per share. It is imperative that you review all the material on Oracle’s website to thoroughly familiarize yourself with all aspects so you can answer questions that may arise. (You can get the latest information on In the Know and direct anyone interested in getting further information to www.oracle.com/peoplesoft).

We believe PeopleSoft is using scare tactics with its customers. We need to ensure that we contact these customers so they understand the real information. Also, you should engage Kevin Fitzgerald, Keith Block, Sergio Giacoletto, Luiz Meisler, Derek Williams, myself and Larry Ellison to help reach senior management at key customers around the world who have concerns. We are running ads and sending letters but we have to reach out and speak to these customers as well.

Our website contains much of what you should say but here are some key points:

1. Larry Ellison has committed publicly we will extend support of PeopleSoft version 7 two years beyond PeopleSoft’s current de-support date of December 2003, and he has committed we will support PeopleSoft Version 8 for another 10 years. PeopleSoft is claiming we will abandon their code-we won’t.

2. We bought Rdb (DEC’s database product) almost 9 years ago. We said then that we would continue to support and enhance the Rdb product for years to come and take orders from existing customers (which is what we are saying to PeopleSoft customers now). Almost 9 years later this is still the case, and there are still thousands of happy Rdb customers while the rest have migrated to Oracle based upon their own time schedules. If people doubt what we say, we believe this is evidence as to how we’ve actually behaved to back up our original promise.

3. We’ve got more than twice as many applications developers as PeopleSoft. Together with their team we believe we can both make an even better next generation product for both Oracle and PeopleSoft customers and be a more formidable alternative to SAP and Microsoft in the marketplace. We wouldn’t be offering to spend $6 billion if we didn’t think we could create a win-win for all customers and we’ll work hard to ensure this is the reality. PeopleSoft’s customers are understandably nervous right now given the, what we believe to be, half-truths being fed to them by PeopleSoft management so they need to have full information and over time I believe they will begin to see that value of this acquisition as the industry continues to rapidly consolidate.

4. Please forward immediately any information and feedback as you hear it via contact.oracle@oracle.com. We will have a call center available beginning Monday morning to respond to phone calls as well. Check back to the employee website for the local hotlines, which will be published shortly.

As an employee, it’s important you understand the reasons why we believe this move is beneficial for Oracle, its shareholders, customers, partners and employees.

Please take a few minutes to review this information so you will understand why this is the right choice for Oracle and PeopleSoft shareholders and customers. To make sure we keep you informed, we will be updating this information on a continual basis so please keep checking back for additional information.

Timeline of the Oracle & PeopleSoft Situation

June 6, 2003	June 6, 2003 Oracle Corporation announces cash tender offer for PeopleSoft for US$16.00 per share, or approximately US$5.1 billion and requests meeting with their board of directors.
June 9, 2003	June 9, 2003 Oracle Corporation formally launches tender offer for PeopleSoft.
June 18, 2003	Oracle Corporation increases tender offer for PeopleSoft to US$19.50 per share, or approximately US$6.3 billion.
	Oracle Corporation files suit against PeopleSoft, Inc., its board of directors and J.D. Edwards & Co.

June 20, 2003	Oracle makes public commitment to PeopleSoft customers.
July 3, 2003	Oracle Corporation extends its tender offer for shares of PeopleSoft until July 18. Read about it here.
July 14, 2003	Oracle Corporation extends its tender offer for shares of PeopleSoft until August 15. Read about it here.
August 8, 2003	Oracle Corporation extends its tender offer for shares of PeopleSoft until September 19. Read about it here.
September 4, 2003	Oracle Corporation extends its tender offer for shares of PeopleSoft until October 17. Read about it here.

THE SOLICITATION AND THE OFFER TO BUY PEOPLESOFT’S COMMON STOCK IS ONLY MADE PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE CORPORATION AND PEPPER ACQUISITION CORP. FILED ON JUNE 9, 2003, AS AMENDED AND RESTATED ON JULY 24, 2003. STOCKHOLDERS SHOULD READ THE OFFER TO PURCHASE AND RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS CAN OBTAIN THE AMENDED AND RESTATED OFFER TO PURCHASE AND RELATED MATERIALS FREE AT THE SEC’S WEBSITE A WWW.SEC.GOV, FROM CREDIT SUISSE FIRST BOSTON LLC, THE DEALER MANAGER FOR THE OFFER, FROM MACKENZIE PARTNERS, INC., THE INFORMATION AGENT FOR THE OFFER, OR FROM ORACLE CORPORATION.

It’s a Win/Win Transaction

Why we believe the tender offer is a winning proposition for shareholders, customers and Oracle employees:

The Win for Shareholders

Oracle shareholders win as the transaction will be immediately accretive for Oracle shareholders exclusive of amortization of intangibles. The combined company will be the second largest applications company and will compete effectively with Microsoft, SAP and other companies in the increasingly competitive enterprise applications industry. Our forecast of earnings accretion is not predicated on unrealistic assumptions resulting from a desperate attempt to build a financial case. We believe our numbers are conservative and logical.

PeopleSoft shareholders win by receiving certain, cash value that is fully financed with no exit risk. In other words, they will receive $19.50 in cash without having to worry about what the stock market might do between the time of their tender and the time the transaction closes. Oracle is making this tender offer from a position of financial strength. Oracle’s underlying business is strong, as exhibited by our most recent results for the fiscal fourth quarter and full year that exceeded consensus earnings estimates. (Visit the Oracle Investor Relations web site for additional information).

The Win for Customers

Oracle customers win and will benefit from the additional developers and intellectual property acquired. The best features and ideas from PeopleSoft will be incorporated into future versions of the E-Business Suite.

PeopleSoft customers win because we are extending the support period for PeopleSoft products. Contrary to numerous reports in the press, we do not plan to eliminate support for PeopleSoft products. PeopleSoft customers will not be forced to migrate to Oracle applications. Instead, when and if these customers elect to migrate to the Oracle E-Business Suite, they will receive a free license upgrade for like modules and access to the only enterprise application suite built on Internet technology.

On June 20, 2003, Oracle made the following public commitment to PeopleSoft customers:

1. We will not shut down PeopleSoft products.

2. You will not be forced to convert to Oracle E-Business Suite applications.

3. We will provide high quality, truly global customer service for PeopleSoft products through our award-winning customer support organization, which will include PeopleSoft specialists.

4. We will extend the support period for PeopleSoft products beyond the timeframe PeopleSoft itself has committed to and into the next decade.

5. We will take no action that reduces the functionality of your PeopleSoft implementations.

6. We will increase the value of your PeopleSoft investments through ongoing enhancements and maintenance delivered by one of the largest software development organizations in the world.

7. If and only if customers elect to do so, they may move to the Oracle E-Business Suite via FREE module-for-module upgrades.

The Win for Oracle Employees

Larry Ellison, Oracle’s Chairman and Chief Executive Officer, has been vocal about the anticipated consolidation of the highly-fragmented applications market and Oracle management has been actively reviewing enterprise applications vendors that meet our acquisition criteria. With the opportunity to combine Oracle and PeopleSoft, we offer to employees:

• A meaningful positive impact on future financial results

• A straightforward business integration with minimal execution risk

• A richer product offering incorporating the best features of PeopleSoft’s products to enhance future versions of Oracle E-Business Suite

• The opportunity to significantly strengthen Oracle’s ability to compete in enterprise applications against SAP, Microsoft and others

THE SOLICITATION AND THE OFFER TO BUY PEOPLESOFT’S COMMON STOCK IS ONLY MADE PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE CORPORATION AND PEPPER ACQUISITION CORP. FILED ON JUNE 9, 2003, AS AMENDED AND RESTATED ON JULY 24, 2003. STOCKHOLDERS SHOULD READ THE OFFER TO PURCHASE AND RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS CAN OBTAIN THE AMENDED AND RESTATED OFFER TO PURCHASE AND RELATED MATERIALS FREE AT THE SEC’S WEBSITE A WWW.SEC.GOV, FROM CREDIT SUISSE FIRST BOSTON LLC, THE DEALER MANAGER FOR THE OFFER, FROM MACKENZIE PARTNERS, INC., THE INFORMATION AGENT FOR THE OFFER, OR FROM ORACLE CORPORATION.

As Oracle employees, we may be asked by customers, vendors, friends and colleagues to comment on the PeopleSoft situation. Given the serious nature of the tender offer Oracle has extended for PeopleSoft, only a select few executives are speaking on behalf of Oracle on this matter.

During the next few weeks, it is imperative that you do not answer questions that go beyond the following four points below about the Oracle tender offer for PeopleSoft. Encourage interested people to visit www.oracle.com/peoplesoft for more information.

We believe:

1. Our offer is the right choice for PeopleSoft shareholders because it is an all-cash, low-risk, fully financed tender offer that provides compelling and certain value.

2. Our offer is the right choice for Oracle shareholders because the combination of our two companies will provide an immediate and positive impact on Oracle’s future financial results.

3. Our offer is the right choice for PeopleSoft customers because they will gain extended support for their existing PeopleSoft products, access to Oracle’s award winning global support operation, and a graceful migration path to the far broader and fully integrated E-Business Suite.

4. Our offer is the right choice for Oracle customers because it will be business as usual and they will benefit from the best features from PeopleSoft in subsequent versions of the E-Business Suite.

We are counting on you to represent Oracle in an appropriate manner and fully expect that you will adhere to this important policy.

Refer Press & Analyst Calls to Corporate Communications

Because the pending transaction between Oracle and PeopleSoft will continue to receive local, national and international press coverage, I’d like to remind you that as a public company, Oracle has fiduciary, legal and professional responsibilities in managing its external communications. From a legal standpoint, Oracle must comply with federal and state securities laws, which regulate the nature, timing and content of all disclosures by the company. Violation of these laws may result in civil and criminal penalties against the company, as well as individual officers and employees.

From a business standpoint, Oracle’s success depends in large part on its credibility with its customers, shareholders and members of the press and analyst communities. Our credibility is significantly undermined when different Oracle “sources” provide “unofficial” information or comment to these parties. To retain credibility and preserve our relationships with the press and analyst communities and to avoid legal liability, Oracle must deliver a consistent message founded on fact, rather than untimely leaks and rumors spread selectively by undisclosed Oracle “sources.”

For these reasons, ALL press and market analyst inquiries must be forwarded to our Corporate Communications organization Jennifer Glass for follow-up and response and ALL contacts must be initiated under their guidance. Any leaks of Oracle information to the press or analysts will be investigated as a violation of our policy and may result in disciplinary action.

Please refer to our policy and Corporate Communications contacts.

THE SOLICITATION AND THE OFFER TO BUY PEOPLESOFT’S COMMON STOCK IS ONLY MADE PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE CORPORATION AND PEPPER ACQUISITION CORP. FILED ON JUNE 9, 2003, AS AMENDED AND RESTATED ON JULY 24, 2003. STOCKHOLDERS SHOULD READ THE OFFER TO PURCHASE AND RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS CAN OBTAIN THE AMENDED AND RESTATED OFFER TO PURCHASE AND RELATED MATERIALS FREE AT THE SEC’S WEBSITE A WWW.SEC.GOV, FROM CREDIT SUISSE FIRST BOSTON LLC, THE DEALER MANAGER FOR THE OFFER, FROM MACKENZIE PARTNERS, INC., THE INFORMATION AGENT FOR THE OFFER, OR FROM ORACLE CORPORATION.