SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 76

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**
$8,805,154,344	$857,534

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 366,881,431 (the number of shares of common stock of the subject company outstanding as of August 3, 2004 (according to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the subject company on August 9, 2004) by $24.00 (the purchase price per share offered by Offeror).

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and (i) with respect to the fee paid on February 4, 2004, equals 0.00012670% of the transaction valuation based on Fee Rate Advisory #7 for Fiscal Year 2004 issued by the Securities and Exchange Commission on January 28, 2004, and (ii) with respect to fees paid prior to February 4, 2004, equals 0.00008090% of the transaction valuation based on Fee Rate Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003.

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:	$270,941	Filing Party:	Oracle Corporation
Form or Registration No.:	SC TO-T/A	Date Filed:	February 4, 2004
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. 76 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on June 9, 2003, 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 $24.00 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 November 3, 2004, 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)(1)(xi)	Amended and Restated Offer to Purchase dated February 12, 2004.*
(a)(1)(xii)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(xiii)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xiv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(xv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xvi)	Amended and Restated Offer to Purchase dated November 3, 2004.*
(a)(l)(xvii)	Form of Amended and Restated Letter of Transmittal.*
(a)(l)(xviii)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(l)(xix)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xx)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(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.*
(a)(5)(lxxvii)	Order entered by the Superior Court of the State of California, County of Alameda on November 5, 2003.*
(a)(5)(lxxviii)	Text of email message to analysts, dated October 27, 2003.*
(a)(5)(lxxix)	Text of press release issued by Parent on November 7, 2003.*
(a)(5)(lxxx)	Motion to Expedite Proceedings (redacted) filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxi)	Notice of Motion, Motion for Preliminary Injunction and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxii)	Notice of Motion, Motion for Leave to File Amended Complaint and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiii)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiv)	Transcript of portion of presentation to Goldman Sachs Software Retreat pertaining to tender offer, held November 13, 2003.*
(a)(5)(lxxxv)	Text of email message to Parent employees dated November 17, 2003.*
(a)(5)(lxxxvi)	Text of press release issued by Parent on November 24, 2003.*
(a)(5)(lxxxvii)	Transcript of conference call held by Parent on November 24, 2003.*
(a)(5)(lxxxviii)	Text of information on Parent’s website, posted November 25, 2003.*
(a)(5)(1xxxix)	Notice of Motion, Revised Motion for Leave to File Amended Complaint and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on December 8, 2003.*
(a)(5)(1xxxx)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on December 8, 2003.*
(a)(5)(lxxxxi)	Second Amended Complaint (Redacted) filed in the Superior Court of the State of California, County of Alameda on December 12, 2003.*
(a)(5)(lxxxxii)	Text of press release issued by Parent on December 19, 2003.*
(a)(5)(lxxxxiii)	Transcript of portion of presentation to Soundview Investor Bus Tour pertaining to tender offer, held January 7, 2004.*
(a)(5)(lxxxxiv)	Text of press release issued by Parent on January 23, 2004.*
(a)(5)(lxxxxv)	Text of press release issued by Parent on February 4, 2004.*
(a)(5)(lxxxxvi)	Text of communication to customers dated February 4, 2004.*
(a)(5)(lxxxxvii)	Text of information on Parent’s website, posted February 4, 2004.*
(a)(5)(lxxxxviii)	Form of summary advertisement dated February 5, 2004.*
(a)(5)(lxxxxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on January 20, 2004.*
(a)(5)(c)	Transcript of portion of Corporate Q&A at AppsWorld Financial Analyst Day pertaining to the tender offer, held January 28, 2004.*

(a)(5)(ci)	Text of press release issued by Parent on February 9, 2004.*
(a)(5)(cii)	Text of press release issued by Parent on February 10, 2004.*
(a)(5)(ciii)	Transcript of portion of comments to Merrill Lynch Computer Services and Software: CEO Conference 2004, held February 11, 2004.*
(a)(5)(civ)	Text of letter to PeopleSoft Stockholder dated February 17, 2004.*
(a)(5)(cv)	Text of letter to PeopleSoft Stockholder dated February 12, 2004; first distributed February 17, 2004.*
(a)(5)(cvi)	Investor Presentation by Parent, dated February 17, 2004.*
(a)(5)(cvii)	Text of press release issued by Parent on February 17, 2004.*
(a)(5)(cviii)	Text of information on Parent’s website, posted February 17, 2004.*
(a)(5)(cix)	Investor Presentation by Parent, dated February 25, 2004.*
(a)(5)(cx)	Text of Editorial in The Wall Street Journal, published February 23, 2004; redistributed by Parent on February 25, 2004.*
(a)(5)(cxi)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.*
(a)(5)(cxii)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.*
(a)(5)(cxiii)	Text of press release by Parent, dated February 26, 2004.*
(a)(5)(cxiv)	Text of press release by Parent, dated February 26, 2004.*
(a)(5)(cxv)	Complaint filed in the United States District Court for the Northern District of California, San Francisco Division on February 26, 2004.*
(a)(5)(cxvi)	Transcript of presentation to Quest User Group, held March 1, 2004.*
(a)(5)(cxvii)	Text of letter to J.D. Edwards customers, dated March 1, 2004.*
(a)(5)(cxviii)	Answer by Parent filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxix)	Text of email message to Parent employees dated March 5, 2004.*
(a)(5)(cxx)	Email statement to press issued by Parent, dated March 12, 2004.*
(a)(5)(cxxi)	Text of press release by Parent, dated April 15, 2004.*
(a)(5)(cxxii)	Transcript of portion of comments to JP Morgan Technology & Telecom Conference pertaining to the tender offer, held May 4, 2004.*
(a)(5)(cxxiii)	Text of press release issued by Parent on May 14, 2004.*
(a)(5)(cxxiv)	Transcript of portion of presentation to Merrill Lynch European Roadshow Conference pertaining to the tender offer, held April 27, 2004.*
(a)(5)(cxxv)	Text of information on Parent’s website, revised June 7, 2004.*
(a)(5)(cxxvi)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxvii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxviii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxix)	Answer filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxxx)	Trial Memorandum filed in the United States District Court for the Northern District of California, San Francisco Division on June 1, 2004.*
(a)(5)(cxxxi)	List of witnesses intended to be called at trial, delivered March 22, 2004.*
(a)(5)(cxxxii)	Slides displayed during Parent’s opening statement at trial, June 7, 2004.*

(a)(5)(cxxxiii)	Text of press release by Parent, dated July 12, 2004.*
(a)(5)(cxxxiv)	Conclusions of Law filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxv)	Finding of Fact (Redacted) filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxvi)	Corrected Post-Trial Brief filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 12, 2004.*
(a)(5)(cxxxvii)	Transcript of portion of Parent’s Financial Analyst Day presentation pertaining to tender offer, held July 14, 2004.*
(a)(5)(cxxxviii)	Slide presentation from Parent’s Financial Analyst Day, held July 14, 2004.*
(a)(5)(cxxxix)	Slides displayed during Parent’s closing statement at trial, July 20, 2004.*
(a)(5)(cxxxx)	Transcript of portion of Goldman Sachs Investor Dinner pertaining to tender offer, held July 26, 2004.*
(a)(5)(cxxxxi)	Transcript of portion of CIBC World Markets Annual Enterprise Software Conference presentation pertaining to tender offer, held August 12, 2004.*
(a)(5)(cxxxxii)	Text of press release issued by Parent on August 26, 2004.*
(a)(5)(cxliii)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxliv)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxlv)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxlvi)	Findings of Fact, Conclusions of Law and Order entered by the United States District Court for the Northern District of California, San Francisco Division on September 9, 2004.*
(a)(5)(cxlvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(cxlviii)	Text of letter to PeopleSoft Board of Directors, delivered September 9, 2004.*
(a)(5)(cxlix)	Partner Benefits Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cl)	Oracle Acquisition Success Story posted on Parent’s website September 9, 2004.*
(a)(5)(cli)	Letter to PeopleSoft Customers posted on Parent’s website September 9, 2004.*
(a)(5)(clii)	Oracle Support Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cliii)	PeopleSoft Customer Commitment posted on Parent’s website September 9, 2004.*
(a)(5)(cliv)	PeopleSoft Frequently Asked Questions posted on Parent’s website September 9, 2004.*
(a)(5)(clv)	Case Study posted on Parent’s website September 9, 2004.*
(a)(5)(clvi)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clviii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clix)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clx)	Text of email to customers, sent September 10, 2004.*
(a)(5)(clxi)	Text of email to partners, sent September 10, 2004.*
(a)(5)(clxii)	Text of press release issued by Parent, dated September 21, 2004.*
(a)(5)(clxiii)	Transcript of portion of Banc of America 34th Annual Investment Conference presentation pertaining to tender offer, held September 21, 2004.*
(a)(5)(clxiv)	Text of press release issued by Parent, dated September 23, 2004.*
(a)(5)(clxv)	Text of press release issued by Parent, dated October 1, 2004.*
(a)(5)(clxvi)	Text of press release issued by Parent, dated October 7, 2004.*

(a)(5)(clxvii)	Text of press release issued by Parent, dated October 21, 2004.*
(a)(5)(clxviii)	Text of press release issued by Parent, dated November 1, 2004.*
(a)(5)(clxix)	Letter to PeopleSoft Board of Directors, dated October 31, 2004.*
(a)(5)(clxx)	Text of press release issued by Parent, dated November 1, 2004.*
(a)(5)(clxxi)	Transcript of conference call held by Parent on November 1, 2004.*
(a)(5)(clxxii)	Investor presentation by Parent, posted November 9, 2004.
(a)(5)(clxxiii)	Presentation slides from Goldman Sachs Software Retreat, dated November 9, 2004.
(a)(5)(clxxiv)	Transcript of portion of presentation to Goldman Sachs Software Retreat, dated November 9, 2004.
(a)(5)(clxxv)	Transcript of portion of presentation to Morgan Stanley Software, Services, Internet & Networking Conference, dated November 1, 2004.
(a)(5)(clxxvi)	Transcript of portion of Oracle Annual Meeting, held October 29, 2004.
(a)(5)(clxxvii)	Text of press release issued by Parent, dated November 10, 2004.
(b)(1)	Commitment letter described in Section 10, “Source and Amount of Funds” of the Offer to Purchase (the “Commitment Letter”).*
(b)(2)	Side Letter to the Commitment Letter.*
(b)(3)	364-Day Revolving Credit Agreement described in Section 10, “Source and Amount of Funds” of the Offer to Purchase.*
(b)(4)	Corrected Schedule 2 to 364-Day Revolving Credit Agreement.*
(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:  November 12, 2004

ORACLE CORPORATION
By:	/s/    SAFRA CATZ
	Name:	Safra Catz
	Title:	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)(1)(xi)	Amended and Restated Offer to Purchase dated February 12, 2004.*
(a)(1)(xii)	Form of Amended and Restated Letter of Transmittal.*
(a)(1)(xiii)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(1)(xiv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(xv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xvi)	Amended and Restated Offer to Purchase dated November 3, 2004.*
(a)(l)(xvii)	Form of Amended and Restated Letter of Transmittal.*
(a)(l)(xviii)	Form of Amended and Restated Notice of Guaranteed Delivery.*
(a)(l)(xix)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(l)(xx)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(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.*

Index No.
(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.*

Index No.
(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.*
(a)(5)(lxxvii)	Order entered by the Superior Court of the State of California, County of Alameda on November 5, 2003.*
(a)(5)(lxxviii)	Text of email message to analysts, dated October 27, 2003.*
(a)(5)(lxxix)	Text of press release issued by Parent on November 7, 2003.*
(a)(5)(lxxx)	Motion to Expedite Proceedings (redacted) filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxi)	Notice of Motion, Motion for Preliminary Injunction and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxii)	Notice of Motion, Motion for Leave to File Amended Complaint and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*

Index No.
(a)(5)(lxxxiii)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on November 10, 2003.*
(a)(5)(lxxxiv)	Transcript of portion of presentation to Goldman Sachs Software Retreat pertaining to tender offer, held November 13, 2003.*
(a)(5)(lxxxv)	Text of email message to present employees, dated November 17, 2003.*
(a)(5)(lxxxvi)	Text of press release issued by Parent on November 24, 2003.*
(a)(5)(lxxxvii)	Transcript of conference call held by Parent on November 24, 2003.*
(a)(5)(lxxxviii)	Text of information on Parent’s website, posted November 25, 2003.*
(a)(5)(1xxxix)	Notice of Motion, Revised Motion for Leave to File Amended Complaint and Proposed Order filed in the Court of Chancery of the State of Delaware, New Castle County on December 8, 2003.*
(a)(5)(1xxxx)	Amended Complaint for Declaratory and Injunctive Relief conditionally filed in the Court of Chancery of the State of Delaware, New Castle County on December 8, 2003.*
(a)(5)(lxxxxi)	Second Amended Complaint (Redacted) filed in the Superior Court of the State of California, County of Alameda on December 12, 2003.*
(a)(5)(lxxxxii)	Text of press release issued by Parent on December 19, 2003.*
(a)(5)(lxxxxiii)	Transcript of portion of presentation to Soundview Investor Bus Tour pertaining to tender offer, held January 7, 2004.*
(a)(5)(lxxxxiv)	Text of press release issued by Parent on January 23, 2004.*
(a)(5)(lxxxxv)	Text of press release issued by Parent on February 4, 2004.*
(a)(5)(lxxxxvi)	Text of communication to customers dated February 4, 2004*
(a)(5)(lxxxxvii)	Text of information on Parent’s website, posted February 4, 2004*
(a)(5)(lxxxxviii)	Form of summary advertisement dated February 5, 2004.*
(a)(5)(lxxxxix)	Demurrer filed in the Superior Court of the State of California, County of Alameda on January 20, 2004.*
(a)(5)(c)	Transcript of portion of Corporate Q&A at AppsWorld Financial Analyst Day pertaining to the tender offer, held January 28, 2004.*
(a)(5)(ci)	Text of press release issued by Parent on February 9, 2004.*
(a)(5)(cii)	Text of press release issued by Parent on February 10, 2004.*
(a)(5)(ciii)	Transcript of portion of comments to Merrill Lynch Computer Services and Software: CEO Conference 2004, held February 11, 2004.*
(a)(5)(civ)	Text of letter to PeopleSoft Stockholder dated February 17, 2004.*
(a)(5)(cv)	Text of letter to PeopleSoft Stockholder dated February 12, 2004; first distributed February 17, 2004.*
(a)(5)(cvi)	Investor Presentation by Parent, dated February 17, 2004.*
(a)(5)(cvii)	Text of press release issued by Parent on February 17, 2004.*
(a)(5)(cviii)	Text of information on Parent’s website, posted February 17, 2004.*
(a)(5)(cix)	Investor Presentation by Parent, dated February 25, 2004.*
(a)(5)(cx)	Text of Editorial in The Wall Street Journal, published February 23, 2004; redistributed by Parent on February 25, 2004.*
(a)(5)(cxi)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.*
(a)(5)(cxii)	Order entered by the Superior Court of the State of California, County of Alameda on February 25, 2004.*

Index No.
(a)(5)(cxiii)	Text of press release by Parent, dated February 26, 2004.*
(a)(5)(cxiv)	Text of press release by Parent, dated February 26, 2004.*
(a)(5)(cxv)	Complaint filed in the United States District Court for the Northern District of California, San Francisco Division on February 26, 2004.*
(a)(5)(cxvi)	Transcript of presentation to Quest User Group, held March 1, 2004.*
(a)(5)(cxvii)	Text of letter to J.D. Edwards customers, dated March 1, 2004.*
(a)(5)(cxvii)	Text of letter to J.D. Edwards customers, dated March 1, 2004.*
(a)(5)(cxviii)	Answer by Parent filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxix)	Text of email message to Parent employees dated March 5, 2004.*
(a)(5)(cxx)	Email statement to press issued by Parent, dated March 12, 2004.*
(a)(5)(cxxi)	Text of press release by Parent, dated April 15, 2004.*
(a)(5)(cxxii)	Transcript of portion of comments to JP Morgan Technology & Telecom Conference pertaining to the tender offer, held May 4, 2004.*
(a)(5)(cxxiii)	Text of press release issued by Parent on May 14, 2004.*
(a)(5)(cxxiv)	Transcript of portion of presentation to Merrill Lynch European Roadshow Conference pertaining to the tender offer, held April 27, 2004.*
(a)(5)(cxxv)	Text of information on Parent’s website, revised June 7, 2004.*
(a)(5)(cxxvi)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxvii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxviii)	Text of information on Parent’s website, revised June 4, 2004.*
(a)(5)(cxxix)	Answer filed in the United States District Court for the Northern District of California, San Francisco Division on March 4, 2004.*
(a)(5)(cxxx)	Trial Memorandum filed in the United States District Court for the Northern District of California, San Francisco Division on June 1, 2004.*
(a)(5)(cxxxi)	List of witnesses intended to be called at trial, delivered March 22, 2004.*
(a)(5)(cxxxii)	Slides displayed during Parent’s opening statement at trial, June 7, 2004.*
(a)(5)(cxxxiii)	Text of press release by Parent, dated July 12, 2004.*
(a)(5)(cxxxiv)	Conclusions of Law filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxv)	Finding of Fact (Redacted) filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 8, 2004.*
(a)(5)(cxxxvi)	Corrected Post-Trial Brief filed by Parent in the United States District Court for the Northern District of California, San Francisco Division on July 12, 2004.*
(a)(5)(cxxxvii)	Transcript of portion of Parent’s Financial Analyst Day presentation pertaining to tender offer, held July 14, 2004.*
(a)(5)(cxxxviii)	Slide presentation from Parent’s Financial Analyst Day, held July 14, 2004.*
(a)(5)(cxxxix)	Slides displayed during Parent’s closing statement at trial, July 20, 2004.*
(a)(5)(cxxxx)	Transcript of portion of Goldman Sachs Investor Dinner pertaining to tender offer, held July 26, 2004.*
(a)(5)(cxxxxi)	Transcript of portion of CIBC World Markets Annual Enterprise Software Conference presentation pertaining to tender offer, held August 12, 2004.*
(a)(5)(cxxxxii)	Text of press release issued by Parent on August 26, 2004.*
(a)(5)(cxliii)	Text of press release issued by Parent on September 9, 2004.*

Index No.
(a)(5)(cxliv)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxlv)	Text of press release issued by Parent on September 9, 2004.*
(a)(5)(cxlvi)	Findings of Fact, Conclusions of Law and Order entered by the United States District Court for the Northern District of California, San Francisco Division on September 9, 2004.*
(a)(5)(cxlvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(cxlviii)	Text of letter to PeopleSoft Board of Directors, delivered September 9, 2004.*
(a)(5)(cxlix)	Partner Benefits Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cl)	Oracle Acquisition Success Story posted on Parent’s website September 9, 2004.*
(a)(5)(cli)	Letter to PeopleSoft Customers posted on Parent’s website September 9, 2004.*
(a)(5)(clii)	Oracle Support Statement posted on Parent’s website September 9, 2004.*
(a)(5)(cliii)	PeopleSoft Customer Commitment posted on Parent’s website September 9, 2004.*
(a)(5)(cliv)	PeopleSoft Frequently Asked Questions posted on Parent’s website September 9, 2004.*
(a)(5)(clv)	Case Study posted on Parent’s website September 9, 2004.*
(a)(5)(clvi)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clvii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clviii)	Text of information on Parent’s website, posted September 9, 2004.*
(a)(5)(clix)	Text of email to Parent employees, sent September 9, 2004.*
(a)(5)(clx)	Text of email to customers, sent September 10, 2004.*
(a)(5)(clxi)	Text of email to partners, sent September 10, 2004.*
(a)(5)(clxii)	Text of press release issued by Parent, dated September 21, 2004.*
(a)(5)(clxiii)	Transcript of portion of Banc of America 34th Annual Investment Conference presentation pertaining to tender offer, held September 21, 2004.*
(a)(5)(clxiv)	Text of press release issued by Parent, dated September 23, 2004.*
(a)(5)(clxv)	Text of press release issued by Parent, dated October 1, 2004.*
(a)(5)(clxvi)	Text of press release issued by Parent, dated October 7, 2004.*
(a)(5)(clxvii)	Text of press release issued by Parent, dated October 21, 2004.*
(a)(5)(clxviii)	Text of press release issued by Parent, dated November 1, 2004.*
(a)(5)(clxix)	Letter to PeopleSoft Board of Directors, dated October 31, 2004.*
(a)(5)(clxx)	Text of press release issued by Parent, dated November 1, 2004.*
(a)(5)(clxxi)	Transcript of conference call held by Parent on November 1, 2004.*
(a)(5)(clxxii)	Investor presentation by Parent, posted November 9, 2004.
(a)(5)(clxxiii)	Presentation slides from Goldman Sachs Software Retreat, dated November 9, 2004.
(a)(5)(clxxiv)	Transcript of portion of presentation to Goldman Sachs Software Retreat, dated November 9, 2004.
(a)(5)(clxxv)	Transcript of portion of presentation to Morgan Stanley Software, Services, Internet & Networking Conference, dated November 1, 2004.
(a)(5)(clxxvi)	Transcript of portion of Oracle Annual Meeting, held October 29, 2004.
(a)(5)(clxxvii)	Text of press release issued by Parent, dated November 10, 2004.
(b)(1)	Commitment letter described in Section 10, “Source and Amount of Funds” of the Offer to Purchase (the “Commitment Letter”).*
(b)(2)	Side Letter to the Commitment Letter.*
(b)(3)	364-Day Revolving Credit Agreement described in Section 10, “Source and Amount of Funds” of the Offer to Purchase.*

Index No.
(b)(4)	Corrected Schedule 2 to 364-Day Revolving Credit Agreement.*
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

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

Exhibit (a)(5)(clxxii)

Exhibit

ORACLE

Important Notice Regarding the Tender Offer

This presentation reflects the opinions and beliefs of Oracle Corporation regarding matters related to the tender offer.

Oracle has not obtained the consent of the authors and publications reprinted in this presentation to the use of their material. Certain of the securities analysts whose statements are excerpted are employed by firms that have performed services for Oracle and its affiliates.

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 November 3, 2004 and as subsequently amended. Stockholders should read the Amended and Restated 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 at 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.

ORACLE 1

Agenda

1. Executive Summary

2. $24 per Share: Best and Final Offer

3. The Alternative: Uncertain Future and Significant Price Risk

4. Oracle’s Acquisition Rationale and Strategy

5. Call to Action

ORACLE 2

Summary of Oracle’s Offer

Best and final offer: $24.00 cash per share

$9.2B total fully-diluted value

PeopleSoft stockholders must take action:

Tender shares in the Oracle tender offer by

November 19, 2004, midnight EST

Oracle will withdraw its offer if a majority of the shares are not tendered by this time

ORACLE 3

Oracle’s Offer – A Risk Free Premium Compared to the Alternative

The only alternative to Oracle’s $24 price per share is an uncertain standalone future

Oracle’s Offer:$24 All Cash Premium Offer

Cash in hand

No exit or business execution risk

Generous valuation premium

~ 60% premium to closing price prior to the original offer

Above the 52-week high closing price

Significantly above “unaffected” historical trading multiples

The Alternative: A Declining Value Proposition

PeopleSoft standalone is poorly positioned for the future

PeopleSoft’s documents and testimony reveal deteriorating revenue and earnings prospects

Special deals and other one-time deals have drained the pipeline

J.D. Edwards transaction has failed to deliver shareholder value

Lack of financial credibility

Analysts predict stock decline if Oracle drops its tender offer

ORACLE 4

Agenda

1. Executive Summary

2. $24 per Share: Best and Final Offer

3. The Alternative: Uncertain Future and Significant Price Risk

4. Oracle’s Acquisition Rationale and Strategy

5. Call to Action

ORACLE 5

$24 / Share: Implied Valuation Multiples and Premiums

($ in millions, except per share values)

PeopleSoft

Offer Price $24.00 Market Capitalization $9,182.3 Cash and Short-Term Investments 1,678.4 Enterprise Value 7,503.9

P/E Multiples(1) :

CY ‘04 $0.67 35.8x CY ‘05 0.77 31.2x

Offer Premium to:

Trailing 90-Day Average (through 10/29/04) $18.67 28.5% Closing Price as of Day Before Original Offer (6/5/03) 15.11 58.8%

(1) Forward EPS estimates based on First Call consensus as of 10/29/04.

ORACLE 6

Analysts Endorse the Oracle Offer

“We would recommend that PeopleSoft shareholders take advantage of Oracle’s $24 / share bid, as we agree with Oracle Chairman Jeff Henley’s observation that the offer represents a “substantial” premium to where PeopleSoft shares would trade without the bid. Oracle’s $24 / share offer represents a 55% premium to our fundamental valuation of $15.50 for PeopleSoft shares.”

- Charles J. Di Bona II, Bernstein ResearchNovember 2, 2004

“Oracle’s all-cash bid of $24 / share is attractive, in our opinion (31x 2005 consensus EPS), and we would advise investors to tender their shares.”

- David Hilal, CFA, Friedman Billings Ramsey November 1, 2004

“First of all, we agree with Oracle that $24 is a rich price to pay for PeopleSoft. Second, Oracle is making an ultimatum to PeopleSoft shareholders - either Oracle pays $24 / PeopleSoft share or walks away, in which PeopleSoft’s share price probably falls to the $15 - $18 range.”

- Kevin Buttigieg, A.G. EdwardsNovember 1, 2004

“We believe the latest Oracle offer is fair… We believe PeopleSoft shares could be trading significantly lower without the presence of Oracle’s bid.”

- Jim Yin, Ehrenkrantz King NussbaumNovember 1, 2004

ORACLE 7

$24 / Share: Significant Premium to Standalone Valuation

Oracle’s offer is a 56% premium to PeopleSoft’s standalone valuation as implied when antitrust clearance was uncertain

Next Twelve Months P/E MultiplesFebruary 26, 2004 (DOJ Files Suit) - September 8, 2004 (Day Before U.S. District Court Announces Decision)

32.0x 30.0x 28.0x 26.0x 24.0x 22.0x 20.0x 18.0x 16.0x 14.0x 12.0x 10.0x

2/26/2004 3/24/2004 4/21/2004 5/18/2004 6/16/2004 7/14/2004 8/10/2004 9/07/2004

Implied NTM P/E multiple @ $24 Offer Price (Current): 31.8x

9/8/04Day Before U.S. District Court Announces Decision

2/26/04DOJ Files Suit

Average: 20.4x

Source: First Call through 10/29/04.

ORACLE 8

$24 / Share: Attractive Premiums to Recent Trading Range

Next Twelve Months P/E MultiplesFebruary 26, 2004 (DOJ Files Suit) - September 8, 2004 (Day Before U.S. District Court Announces Decision)

Implied NTM P/E multiple @ $24 Offer Price (Current): 31.8x

84% Premium 17.3X Low

56% Premium 20.4X Average

30% Premium 24.4X High

Underlying Share Price: $16.82 $18.05 $18.12

(1) Represents average share price from 2/26/04 to 9/8/04.

Source: First Call through 10/29/04.

ORACLE 9

$24 / Share: Oracle’s Best and Final Offer

Oracle’s current offer on a multiple basis is truly our best offer

Next Twelve Months P/E MultiplesJanuary 2, 2004 - October 29, 2004 (Day Before Final Offer)

32.0x 30.0x 28.0x 26.0x 24.0x 22.0x 20.0x 18.0x 16.0x 14.0x

1/2/2004 2/10/2004 3/18/2004 4/26/2004 6/02/2004 7/12/2004 8/17/2004 9/23/2004 10/29/04

Implied NTM P/E multiple @ $24 Offer Price (Current): 31.8x

Implied NTM P/E multiple @ $26 Offer Price (2/4/04): 27.9x

Implied NTM P/E multiple @ $21 Offer Price (5/14/04): 22.1x

Source: First Call.

ORACLE 10

A Full, Fair and Final Offer

Daily Closing PricesJanuary 2, 2004 - October 29, 2004 (Day Before Final Offer)

$25 $24 $23 $22 $21 $20 $19 $18 $17 $16 $15

1/2/04 2/5/04 3/10/04 4/13/04 5/14/04 6/18/04 7/22/04 8/24/04 9/27/04 10/28/04

Oracle Offer: $24.00

180-day Average: $18.73 (Offer Premium: 28.1%)

90-day Average: $18.67 (Offer Premium: 28.5%)

ORACLE 11

Agenda

1. Executive Summary

2. $24 per Share: Best and Final Offer

3. The Alternative: Uncertain Future and Significant Price Risk

4. Oracle’s Acquisition Rationale and Strategy

5. Call to Action

ORACLE 12

PeopleSoft’s Standalone Future is Uncertain

PeopleSoft lacks a coherent business strategy

Reappointed Dave Duffield as CEO after he previously acknowledged he wasn’t qualified

Lost or displaced other critical executives

Admitted to insufficient investment to maintain competitive products

JD Edwards has failed to provide tangible shareholders’ benefits

Consensus EPS estimate for CY’04 today is same as it was before the JDE deal was announced

Management team has lost financial credibility

Pipeline has been exploited using one-time special deals such as golden disks (all-you-can-use software)

Maintenance deteriorating as company sells fixed price 5-to-10 year contracts at steep discounts

Consistently missed guidance provided, and withdrew CY’04 targets in entirety

ORACLE 13

Change in Management Signals a Lack of Focus and Momentum

Dave Duffield has been reappointed as CEO

Before stepping down as CEO in 1999, he made the following comment, “It takes more than a people-oriented programmer [referring to himself] to run a $1 billion company.” (1)

PeopleSoft has had turnover in many of its top positions:

Craig Conway - President & CEO

Ram Gupta - EVP of Products and Technology

Anne Jordan - General Counsel

Kyle Bowker - VP North America

Joe Davis - GM, Customer Relationship Management Division

Renee Lorton - GM, Financial Management Division

Doug Merritt - GM, Human Capital Management Division

Pat Quirk - VP & GM, Supply Chain Management Division

Brad Wilson - Marketing Chief, Customer Relationship Management Division

Dee Anna McPherson - Public Relations Director

(1) “Regrets overshadow PeopleSoft 8.0 launch”, Computing Canada, Volume 25, Issue 34, 9/10/99.

ORACLE 14

PeopleSoft Itself Is Concerned for the Company’s Product Future

“…we are fundamentally investing less absolute dollars on the initiatives we put forward than our competitors. Relative to these players they have 3 to 5 times our developer count (and probably in most other areas too). Yet we are trying to cover fundamentally the same footprint that they do. To overcome this, we had a boost from Momentum funds – we don’t anymore and we’re now on a subsistence diet. We basically rob from Peter to pay Paul.”

“Our practice in the past has been to cherry-pick deals from each country and capture the low-hanging fruit – I think this contrasts with SAP who makes sizeable investments in each country and then is in a position to systematically harvest future business from these countries.”

- Rick Bergquist, Chief Technology Officer, PeopleSoft, Inc.Email dated February 24, 2003

“While I am equally steamed about this, the sad reality is that the HR products group has been getting less than 8% of its revenue contribution back into its R&D budget for the past 3 years and with the budget cuts this year, we’ll likely be at the 5-6% range. This is the level of investment usually associated with a graying cash cow.”

- Doug Merritt, General Manager, HCM Products, PeopleSoft, Inc.Email dated June 12, 2002

“I could not agree with you more. TOE is good, but the resource balance is out of whack. SAP is going to eat our lunch. We are late to the game.”

Rick Bergquist, Chief Technology Officer, PeopleSoft, Inc.Email dated March 3, 2003

ORACLE 15

JD Edwards Transaction Has Failed to Deliver Shareholder Value

“Given the significant developmental projects in front of PSFT, specifically the merging of the PSFT and JDEC code bases and the transition to service-oriented architectures (SOA), we are somewhat concerned by the Q3-04 upside surprise driven by R&D savings.”

“Synergies from JDEC Merger: So far the results of the merger with JDEC are decidedly mixed.”

“One of the driving factors behind the PSFT/JDEC merger was the promise of $167-$207M in proposed revenue and cost synergies. However, one year later, PSFT’s revenue growth is essentially flat year-over-year while operating margins have shown little improvement. The fact that expenses are growing just as fast as license sales would seem to argue against any meaningful synergies, at least on the scale that PSFT has discussed in the past.”

“Overall, we expect the applications market to remain weak through 2005 and for PSFT to continue to struggle with the assimilation of JDEC.”

- Charles J. Di Bona II, Bernstein ResearchOctober 22, 2004

“(PeopleSoft) has actually taken on a lot more customers than they were previously managing as an independent entity,” [IDC analyst Albert] Pang said. “They have a much more diverse population out there with many, many layers of technology and support requirements, so it’s going to be a huge undertaking for them to make this work.”

“It remains to be seen just how much added value and revenue streams PeopleSoft can secure out of these people,” Pang said. “It may be a wild success for PeopleSoft, or it could really be just a mediocre type of performer over the next few years.”

- “PeopleSoft Faces the Toughest Problems in J.D. Edwards Merger”By Antone Gonsalves, TechWeb.com, January 5, 2004

ORACLE 16

PeopleSoft’s Track Record of Inflated Revenue and Earnings Guidance

CY’04 consensus EPS estimate back to pre-JD Edwards target

PeopleSoft CY2004 Consensus EPS

January 1, 2003 through October 29, 2004

$1.00 $0.90 $0.80 $0.70 $0.60 $0.50 $0.40

1/02/2003 3/10/2003 5/13/2003 7/17/2003 9/19/2003 11/21/2003 1/29/2004 4/02/2004 6/08/2004 8/12/2004 10/15/2004

PeopleSoft confirms that original guidance for CY’04 cannot be achieved and delays providing updated projections. - Q2 04 Earnings Call, 7/27/04

“I don’t think the Oracle bid is a current issue… certainly our financial projections are not based on any kind of fear or apprehension that could be an impact.”

--Craig Conway, Analyst Day, 9/4/03

“2004 Guidance is Highly Achievable - EPS”

- Kevin Parker, PeopleSoft Investor Presentation, March 2004

“As a company, we remain committed to the full year guidance for revenue and pro forma EPS we announced in September and reaffirmed in January.”

--Kevin Parker, Q1 04 Earnings Call, 4/22/04

CY 2004

High $0.91

Low 0.57

$0.67 10/29/04

Source: First Call.

ORACLE 17

PeopleSoft’s Management Team Lacks Financial Credibility

Company has stopped providing relevant financial guidance to the Street

Provided no guidance for Q3 2004

Provided minimal guidance for Q4 2004

PROMISED DELIVERED April 2004 (Q1 Earnings Conference Call)

License Revenue for Q2 2004 $150 - $170 million Actual: $130 million EPS for Q2 2004 $0.20 - $0.22 Actual: $0.14

March 2004 (Investor Presentation)

License Revenue for FY 2004 $700 - $715 million YTD $422.3 million EPS for FY 2004 $0.92 - $0.95 Street Consensus (1): $0.67

September 2003 (Analyst Day)

License Revenue for FY 2004 $700 - $715 million YTD $422.3 million EPS for FY 2004 $0.90 - $0.95 Street Consensus (1): $0.67

(1) Source: First Call as of 10/29/04.

ORACLE 18

PeopleSoft Has Consistently Under-Delivered in 2004

Q1 ‘04

Consensus Beginning of Year $0.20

Actual $0.17

Q2 ‘04

Consensus Beginning of Year $0.18

Actual $0.14

Q3 ‘04

Consensus Beginning of Year $0.22

Actual $0.17

CY ‘04

Mgmt.Guidance(March ‘04) $0.94

ConsensusEstimate(10/29/04) $0.67

Note: EPS for Q2 onward excludes Oracle-related costs.Source: First Call. Consensus EPS at beginning of year is as of 1/1/04.

ORACLE 19

Decline of PeopleSoft’s Long-Term Growth Rate

PeopleSoft’s Historical NTM Multiples

Period HTM P/E

$24 Offer Price 31.8x

Last 12 months average 22.8x

Last 24 months average 25.8x

Last 36 months average 29.3x

24.3% 23.4% 22.9% 21.4% 46.5x 45.9x 15.4% 13.8% 12.2% 12.1% 11.6%

13.1% 12.7% 11.6%

31.8x 26.3x 28.1x 29.3x 28.9x 28.7x 24.8x 22.9x 18.9x 23.2x

Q4 ‘01 Q1 ‘02 Q2 ‘02 Q3 ‘02 Q4 ‘02 Q1 ‘03 Q2 ‘03 Q3 ‘03 Q4 ‘03 Q1 ‘04 Q2 ‘04 Q3 ‘04

NTM P/E Consensus EPS Long Term Growth Rate

6/6/03 - Oracle announces tender offer for PeopleSoft

9/9/04 - Oracle prevails in antitrust lawsuit

10/1/04 - DOJ decides not to appeal antitrust decision

10/26/04 - EU approves the transaction

Average Price $33.09 $34.72 $21.46 $16.00 $17.67 $18.10 $16.11 $17.73 $21.10 $21.28 $18.10 $17.85

Average EPS $0.71 $0.76 $0.67 $0.61 $0.60 $0.65 $0.56 $0.62 $0.85 $0.93 $0.96 $0.77

Source: First Call through 10/29/04.

ORACLE 20

Aggressive Business Policies Hamper Future Growth Opportunities

Testimony by Kevin Parker in Delaware Court on Oct. 13

Question: “Is your company doing any golden disk deals [referring to deals with unlimited use of the entire suite of applications for a flat fee]?”

Parker: “We have created a process in place where a customer can do that, yes.”

Question: “You accelerated transactions and special deals again [referring to Q3 2004]. Yes?”

Parker: “We had special deals, yes.”

Question: “The reason analysts want to know that [referring to pipeline], because if you drained that pipeline and brought deals forward, you were just postponing the moment of truth?”

Parker: “That is one of the implications, yes.”

ORACLE 21

Analysts Believe that a Standalone PeopleSoft is Worth Approx. $15/Share

“The asset value of PeopleSoft’s underlying business has deteriorated in the face of a poor market for applications software and the company’s inability to deliver the promised returns from the JDEC acquisition… We rate PeopleSoft Underperform with a $15.50 target price.”

- Charles J. Di Bona II, Bernstein ResearchNovember 2, 2004

“We believe the range in which PeopleSoft shares would trade if the deal were terminated would be around 20x-25x 05E earnings, representing a $15-$19 valuation range.”

- Heather Bellini, UBSNovember 1, 2004

“If Oracle failed to acquire PeopleSoft and the company operated as a standalone business, we believe the shares could fall as low as $13-$14.”

- Ross MacMillan, Morgan StanleyOctober 22, 2004

“We find it hard to justify that PSFT should garner a premium valuation to those blue-chip firms [referring to its peer group including MSFT]. If we applied a 20x P/E multiple to our FY05 EPS estimate the shares would trade in the $14-$16 range.”

- Jason Maynard, Merrill LynchOctober 22, 2004

ORACLE 22

Agenda

1. Executive Summary

2. $24 per Share: Best and Final Offer

3. The Alternative: Uncertain Future and Significant Price Risk

4. Oracle’s Acquisition Rationale and Strategy

5. Call to Action

ORACLE 23

Oracle’s Acquisition Rationale

Combination will be more competitive against Microsoft, IBM, SAP and others in EAS and broader technology stack

Access to PeopleSoft customer base and its annuity revenue stream from maintenance

Critical goal to maintain and satisfy customers

Opportunity to sell add-on products and services

Increase R&D investments to accelerate next-generation products

Spread incremental fixed costs over larger customer base

Facilitate higher levels of innovation and increase competitiveness in applications and technology

Low risk acquisition based on planned integration strategy

Accretive to operations excluding amortization

ORACLE 24

One Stop Shop in the Technology Arena

ORACLE Microsoft IBM SAP open source

Consulting Services Applications Development Tools Middleware Suite Database Operating System

Oracle Consulting E-BusinessSuite Oracle Tools / J2EE ApplicationServer 10g Database 10g Linux

Partners MicrosoftBusiness Solutions Visual Studio .NET .NET MS SQL Server Windows IBM GlobalServices Partners

Rational / WebSphere WebSphere DB2 Linux SAP Consulting mySAP NetWeaver / J2EE NetWeaver MySQL and others Linux

Partners Partners J2EE JBoss/Apache MySQL Linux

Source: Adapted from Microsoft and IBM documents disclosed during U.S. vs Oracle antitrust trial.

ORACLE 25

Low-Risk Integration Strategy

One Brand: Customers are strategically seeking a vendor with a broader, expanding, well-integrated offering across the software stack

One Product Vision: Future major architectural upgrade would be to Oracle E-Business Suite only as superset product

Incorporate best features of both companies’ applications

Accelerate innovation through focus of efforts

Continue required resources for PeopleSoft product line maintenance and enhancements

One Go-To-Market Strategy: Market single product vision to avoid confusion and optimize allocation of resources

One Global Infrastructure: Provide global support from consolidated Oracle facilities; rationalize duplicate G&A organizations

ORACLE 26

Accretive Transaction to Oracle Shareholders

Accretive to our shareholders, excluding amortization of intangibles

Goal to be GAAP accretive by the end of the second year

Earnings contribution from PeopleSoft will expand over time

Cross-sell and up-sell additional applications and modules

Offer Oracle’s On Demand outsourcing services to PeopleSoft customers

Provide one-stop shopping with access to full range of infrastructure software

Cost savings are significant and readily achievable

Our management team has extensive experience in cost reduction and efficiency programs

Will provide revenue and earnings guidance upon the completion of the transaction

ORACLE 27

Agenda

1. Executive Summary

2. $24 per Share: Best and Final Offer

3. The Alternative: Uncertain Future and Significant Price Risk

4. Oracle’s Acquisition Rationale and Strategy

5. Call to Action

ORACLE 28

PeopleSoft Shareholders: How to Tender Your Shares

Get copies of the Offer to Purchase, the Letter of Transmittal, and related documents free from MacKenzie Partners, the information agent for the Offer

Send the Amended and Restated Letter of Transmittal and certificates for Shares and any other required documents to the Depositary for the Offer, American Stock Transfer & Trust Company

Questions and requests for assistance can be directed to MacKenzie Partners, Inc. at (800) 322-2885 (toll-free) or (212) 929-5500, or by e-mail proxy@mackenziepartners.com

Tender shares in the Oracle tender offer by November 19, 2004, midnight EST

Oracle will withdraw its offer if a majority of the shares are not tendered by this time

ORACLE 29

Registered Holder Tender Process

Registered holders own physical certificates of PeopleSoft stock

MacKenzie Partners will mail each registered holder a complete set of tender offer materials

To tender shares, the following materials must be sent to American Stock Transfer & Trust Company (the depositary) in the brown kraft envelope provided

Letter of transmittal

Stock certificates (do not endorse)

Method 1: Registered mail with return receipt is recommended. The letter of transmittal and stock certificates must be received no later than November 19, 2004, midnight EST

Method 2: Bring stock certificates along with Notice of Guaranteed Delivery form to a financial institution who participates in any of the accepted medallion programs. The financial institution will “stamp” the form and deliver the certificates to the depositary within 3 business days

ORACLE 30

Street Name Holder Tender Process

Shares are held on behalf of the owners by custodial banks or brokers

MacKenzie Partners will deliver sets of tender offer materials to custodians who request them on behalf of beneficial owners

The custodians will mail the tender offer materials to the owners via first class mail

The custodians will provide instructions to the owners on how to tender. Tender instructions are sent to the custodians, not the depositary. Depending on the custodian, tender instructions can be transmitted via mail, fax, internet, email or telephone

Custodians will transmit the owners’ instructions via computer network to the Depositary Trust Company (DTC). Once received by the DTC, the shares are electronically removed from the owners’ accounts and can no longer be traded by the owner unless withdrawn

DTC transmits the instructions to the depositary instantaneously

ORACLE 31

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

Exhibit (a)(5)(clxiii)

Exhibit

ORACLE

Important Notice Regarding the Tender Offer

This presentation reflects the opinions and beliefs of Oracle Corporation regarding matters related to the tender offer.

Oracle has not obtained the consent of the authors and publications reprinted in this presentation to the use of their material. Certain of the securities analysts whose statements are excerpted are employed by firms that have performed services for Oracle and its affiliates.

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 November 3, 2004 and as subsequently amended. Stockholders should read the Amended and Restated 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 at 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.

ORACLE 1

Summary of Oracle’s Offer

Best and final offer: $24.00 cash per share

$9.2B total fully-diluted value

PeopleSoft stockholders must take action:

Tender shares in the Oracle tender offer by

November 19, 2004, midnight EST

Oracle will withdraw its offer if a majority of the shares are not tendered by this time

ORACLE 2

Oracle’s Offer – A Risk Free Premium Compared to the Alternative

The only alternative to Oracle’s $24 price per share is an uncertain standalone future

Oracle’s Offer:$24 All Cash Premium Offer

Cash in hand

No exit or business execution risk

Generous valuation premium

~ 60% premium to closing price prior to the original offer

Above the 52-week high closing price

Significantly above “unaffected” historical trading multiples

The Alternative: A Declining Value Proposition

PeopleSoft standalone is poorly positioned for the future

PeopleSoft’s documents and testimony reveal deteriorating revenue and earnings prospects

Special deals and other one-time deals have drained the pipeline

J.D. Edwards transaction has failed to deliver shareholder value

Lack of financial credibility

Analysts predict stock decline if Oracle drops its tender offer

ORACLE 3

$24 / Share: Implied Valuation Multiples and Premiums

($ in millions, except per share values)

PeopleSoft

Offer Price $24.00 Market Capitalization $9,182.3 Cash and Short-Term Investments 1,678.4 Enterprise Value 7,503.9

P/E Multiples(1) :

CY ‘04 $0.67 35.8x CY ‘05 0.77 31.2x

Offer Premium to:

Trailing 90-Day Average (through 10/29/04) $18.67 28.5% Closing Price as of Day Before Original Offer (6/5/03) 15.11 58.8%

(1) Forward EPS estimates based on First Call consensus as of 10/29/04.

ORACLE 4

$24 / Share: Significant Premium to Standalone Valuation

Oracle’s offer is a 56% premium to PeopleSoft’s standalone valuation as implied when antitrust clearance was uncertain

Next Twelve Months P/E Multiples February 26, 2004 (DOJ Files Suit) - September 8, 2004 (Day Before U.S. District Court Announces Decision)

32.0x

Implied NTM P/E multiple @ $24 Offer Price (Current): 31.8x

30.0x

9/8/04 28.0x 2/26/04 Day Before U.S. DOJ Files Suit District Court 26.0x Announces Decision

24.0x

22.0x Average: 20.4x

20.0x 18.0x 16.0x 14.0x 12.0x

10.0x

2/26/2004 3/24/2004 4/21/2004 5/18/2004 6/16/2004 7/14/2004 8/10/2004 9/07/2004

Source: First Call through 10/29/04.

ORACLE 5

$24 / Share: Oracle’s Best and Final Offer

Oracle’s current offer on a multiple basis is truly our best offer

Next Twelve Months P/E MultiplesJanuary 2, 2004 - October 29, 2004 (Day Before Final Offer)

32.0x Implied NTM P/E multiple @ $24 Offer Price (Current): 31.8x

30.0x

28.0x Implied NTM P/E multiple @ $26 Offer Price (2/4/04): 27.9x

26.0x

24.0x

Implied NTM P/E multiple @ $21 Offer Price (5/14/04): 22.1x

22.0x 20.0x 18.0x 16.0x

14.0x

1/2/2004 2/10/2004 3/18/2004 4/26/2004 6/02/2004 7/12/2004 8/17/2004 9/23/2004 10/29/04

Source: First Call.

ORACLE 6

A Full, Fair and Final Offer

Daily Closing PricesJanuary 2, 2004 - October 29, 2004 (Day Before Final Offer)

04 $25

Oracle Offer: $24.00

$24 $23 $22 $21 $20

$19 180-day Average: $18.73 (Offer Premium: 28.1%)

$18 90-day Average: $18.67 (Offer Premium: 28.5%) $17 $16

$15

1/2/04 2/5/04 3/10/04 4/13/04 5/14/04 6/18/04 7/22/04 8/24/04 9/27/04 10/28/04

ORACLE 7

PeopleSoft’s Standalone Future is Uncertain

PeopleSoft lacks a coherent business strategy

Reappointed Dave Duffield as CEO after he previously acknowledged he wasn’t qualified

Lost or displaced other critical executives

Admitted to insufficient investment to maintain competitive products

JD Edwards has failed to provide tangible shareholders’ benefits

Consensus EPS estimate for CY’04 today is same as it was before the JDE deal was announced

Management team has lost financial credibility

Pipeline has been exploited using one-time special deals such as golden disks (all-you-can-use software)

Maintenance deteriorating as company sells fixed price 5-to-10 year contracts at steep discounts

Consistently missed guidance provided, and withdrew CY’04 targets in entirety

ORACLE 8

PeopleSoft’s Track Record of Inflated Revenue and Earnings Guidance

CY’04 consensus EPS estimate back to pre-JD Edwards target

PeopleSoft CY2004 Consensus EPS

January 1, 2003 through October 29, 2004

$1.00 $0.90 $0.80 $0.70 $0.60 $0.50 $0.40

1/02/2003 3/10/2003 5/13/2003 7/17/2003 9/19/2003 11/21/2003 1/29/2004 4/02/2004 6/08/2004 8/12/2004 10/15/2004

CY 2004 High $0.91 Low 0.57

$0.68 Current

“I don’t think the Oracle bid is a current issue… certainly our financial projections are not based on any kind of fear or apprehension that could be an impact.”

--Craig Conway, Analyst Day, 9/4/03

PeopleSoft confirms that original guidance for CY’04 cannot be achieved and delays providing updated projections. - Q2 04 Earnings Call, 7/27/04

“2004 Guidance is Highly Achievable - EPS”

- Kevin Parker, PeopleSoft Investor Presentation, March 2004

“As a company, we remain committed to the full year guidance for revenue and pro forma EPS we announced in September and reaffirmed in January.”

--Kevin Parker, Q1 04 Earnings Call, 4/22/04

Source: First Call.

ORACLE 9

PeopleSoft’s Management Team Lacks Financial Credibility

Company has stopped providing relevant financial guidance to the Street

Provided no guidance for Q3 2004

Provided minimal guidance for Q4 2004

PROMISED DELIVERED April 2004 (Q1 Earnings Conference Call)

License Revenue for Q2 2004 $150 - $170 million Actual: $130 million EPS for Q2 2004 $0.20 - $0.22 Actual: $0.14

March 2004 (Investor Presentation)

License Revenue for FY 2004 $700 - $715 million YTD $422.3 million EPS for FY 2004 $0.92 - $0.95 Street Consensus (1): $0.67

September 2003 (Analyst Day)

License Revenue for FY 2004 $700 - $715 million YTD $422.3 million EPS for FY 2004 $0.90 - $0.95 Street Consensus (1): $0.67

(1) Source: First Call as of 10/29/04.

ORACLE 10

Decline of PeopleSoft’s Long-Term Growth Rate

PeopleSoft’s Historical NTM Multiples

PeopleSoft’s Historical NTM Multiples Period NTM P/E

$24 Offer Price 31.8x Last 12 months average 22.8x Last 24 months average 25.8x

24.3%

23.4% Last 36 months average 29.3x

22.9%

21.4%

46.5x 6/6/03 - Oracle announces tender 9/9/04 - Oracle prevails in antitrust 45.9x offer for PeopleSoft lawsuit 10/1/04 - DOJ decides not to appeal antitrust decision 10/26/04 - EU approves the 15.4% transaction

13.8%

13.1% 12.7% 12.2% 12.1% 11.6% 11.6%

31.8x

29.3x 28.9x 28.7x 28.1x 26.3x

24.8x

22.9x 23.2x

18.9x

Q4 ‘01 Q1 ‘02 Q2 ‘02 Q3 ‘02 Q4 ‘02 Q1 ‘03 Q2 ‘03 Q3 ‘03 Q4 ‘03 Q1 ‘04 Q2 ‘04 Q3 ‘04

NTM P/E Consensus EPS Long Term Growth Rate

Average Price $33.09 $34.72 $21.46 $16.00 $17.67 $18.10 $16.11 $17.73 $21.10 $21.28 $18.10 $17.85

Average EPS $0.71 $0.76 $0.67 $0.61 $0.60 $0.65 $0.56 $0.62 $0.85 $0.93 $0.96 $0.77

Source: First Call through 10/29/04.

ORACLE 11

Analysts Believe that a Standalone PeopleSoft is Worth Approx. $15/Share

“The asset value of PeopleSoft’s underlying business has deteriorated in the face of a poor market for applications software and the company’s inability to deliver the promised returns from the JDEC acquisition… We rate PeopleSoft Underperform with a $15.50 target price.”

- Charles J. Di Bona II, Bernstein ResearchNovember 2, 2004

“We believe the range in which PeopleSoft shares would trade if the deal were terminated would be around 20x-25x 05E earnings, representing a $15-$19 valuation range.”

- Heather Bellini, UBSNovember 1, 2004

“If Oracle failed to acquire PeopleSoft and the company operated as a standalone business, we believe the shares could fall as low as $13-$14.”

- Ross MacMillan, Morgan StanleyOctober 22, 2004

“We find it hard to justify that PSFT should garner a premium valuation to those blue-chip firms [referring to its peer group including MSFT]. If we applied a 20x P/E multiple to our FY05 EPS estimate the shares would trade in the $14-$16 range.”

- Jason Maynard, Merrill LynchOctober 22, 2004

ORACLE 12

Oracle’s Acquisition Rationale

Combination will be more competitive against Microsoft, IBM, SAP and others in EAS and broader technology stack

Access to PeopleSoft customer base and its annuity revenue stream from maintenance

Critical goal to maintain and satisfy customers

Opportunity to sell add-on products and services

Increase R&D investments to accelerate next-generation products

Spread incremental fixed costs over larger customer base

Facilitate higher levels of innovation and increase competitiveness in applications and technology

Low risk acquisition based on planned integration strategy

Accretive to operations excluding amortization

Goal to be GAAP accretive by the end of the second year

ORACLE 13

One Stop Shop in the Technology Arena

Consulting Services

Applications

Development Tools

Middleware Suite

Database

Operating System

Oracle Consulting E-Business Suite Oracle Tools / J2EE Application Server 10g Database 10g Linux

Partners Microsoft Business Solutions Visual Studio .NET .NET MS SQL Server Windows

IBM GlobalServices Partners Rational / WebSphere WebSphere DB2 Linux

SAP Consulting mySAP NetWeaver / J2EE NetWeaver MySQL and others Linux

Partners Partners J2EE JBoss/Apache MySQL Linux

Source: Adapted from Microsoft and IBM documents disclosed during U.S. vs Oracle antitrust trial.

ORACLE 14

PeopleSoft Shareholders: Tender Your Shares by November 19

Get information on Oracle’s tender offer, a copy of today’s slides, and instructions on how to tender at Oracle’s web site:www.oracle.com/peoplesoft

Questions and requests for assistance can be directed to MacKenzie Partners, Inc. at (800) 322-2885 (toll-free) or (212) 929-5500, or by e-mail proxy@mackenziepartners.com

Tender shares in the Oracle tender offer by November 19, 2004, midnight EST

Oracle will withdraw its offer if a majority of the shares are not tendered by this time

ORACLE 15

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

FINAL TRANSCRIPT

ORCL - Oracle Financial Analyst Day

Exhibit (a)(5)(clxxiv)

Conference Call Transcript

ORCL—Oracle at Goldman Sachs Software Retreat

Event Date/Time: Nov. 09. 2004 / 1:45PM ET

Event Duration: N/A

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FINAL TRANSCRIPT

ORCL - Oracle at Goldman Sachs Software Retreat

CORPORATE PARTICIPANTS

Harry You

Oracle - EVP &CFO

Rick Sherlund

Goldman Sachs

CONFERENCE CALL PARTICIPANTS

Audience question

Important Notice

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 November 3, 2004 and as subsequently amended. Stockholders should read the Amended and Restated 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 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.

[TRANSCRIPT HAS BEEN REDACTED TO REMOVE STATEMENTS UNRELATED TO ORACLE’S TENDER OFFER]

PRESENTATION

Rick Sherlund

Okay, I think we’re ready to get started. I’d like to welcome Harry You from Oracle, previously of Accenture. And Nancy, can you raise your hand? Nancy Lee. I think what we’ll do Harry is start off, you have a few slides I think, probably addressing PeopleSoft, so if you’d like to we can start with that, and then we’ll sit back down and have a conversation.

Harry You - Oracle - EVP &CFO

Okay. Rick, thanks very much for inviting us. This is not the standard fireside chat procedure, but as it so happens, we’ve been out on the road visiting primarily PeopleSoft shareholders since last Friday, and we’ll intend to do so through the expiration of the tender offer next Friday, the 19th. So what I want to do is share with you the slides that we’ve been going through with the PeopleSoft shareholders. Shortly after this meeting we’ll have these slides available on our website.

If you could take a look at-this is the normal Safe Harbor statement, as well as notice regarding our tender offer. And let me summarize in terms of our offer. And I sometimes wonder why things aren’t absolutely crystal clear here, but this has been a long arduous process, but at the request of the court we have responded with our best and final offer of $24 per share. It’s a fully financed, all cash offer, and it expires on midnight, November 19th. That $24 represents $9.2 billion of fully diluted value for PeopleSoft, and we urge the PeopleSoft stockholders to take action, and tender their shares. And I think it’s all sort of summarized at the end as Rick and I do some Q and A here. This is really an affirmation of corporate democracy and shareholders being able to express their view in a costless way relative to how they would desire to see things here. If we do not receive a majority of shares as of midnight on November 19th, and we will promptly report the results, we will withdraw our offer. And as was indicated in the press this morning, we will withdraw our lawsuit in Delaware relative to removing the poison pill. So as I mentioned at the outset, I think this is absolutely crystal clear, we have not had a situation in the long and arduous 17 months where we were able to give a clear offer without regulatory issues or contingencies. We’ve gotten through the Department of Justice antitrust suit as you all know, we’ve gotten clearance from the EU, and now I think it’s time for the PeopleSoft Board to respond on behalf of the PeopleSoft shareholders. And in particular, I think the PeopleSoft shareholders, we are urging to express their viewpoints, and the most effective way to express their viewpoint would be to tender their shares before midnight on the 19th.

In terms of our offer, and the alternative, I think everyone has to make their own decision, but clearly we are providing, as I’ll give

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FINAL TRANSCRIPT

ORCL - Oracle at Goldman Sachs Software Retreat

you some statistics, a very generous premium in terms of all the different metrics you might look at in terms of valuation. There’s no business execution risk, there’s no calculus in terms of how long the existing business plan if any, gets you to $24. $24 is a 60 percent premium from the closing price prior to the original offer, it’s above the 52 week high closing price-I think only one day, as you’ll see on the chart later, intraday, has the stock traded above $24. And it’s obviously as much art and science, but I think there is a lot of science when you look at the charts-the $24 is significantly above the unaffected historical trading multiples.

I think the alternative that I think PeopleSoft shareholders need to make their decision on is to take a view on how PeopleSoft standalone is positioned for the future, and clearly in some of the depositions as well as other testimony and documents, there has been an acknowledgement of the deteriorating revenues and earnings prospects. There also, and this certainly has made our valuation task and the Oracle shareholders side more challenging, there have been special deals and other one-time deals that have benefited the present at the expense of the future. The JD Edwards transaction, and we’ll walk through some of the numbers there later, has failed to deliver shareholder value and clearly there has been a more profound absence of guidance recently, and an inability to meet financial consensus estimates. And finally, I’ll just go through some of Rick’s brethren, and what they predict relative to what might happen, should we drop our tender offer if we do not receive the requisite 50 percent on midnight the 19th.

In terms of valuation, multiples, don’t forget, we’re offering $24, $9.2 billion of market cap, less $1.7 billion of cash and short term investments. I acknowledge obviously that some of that is trapped cash, but deducting all this from the market cap, that gives you $7.5 billion of (enterprise) value and looking at the First Call consensus estimates as of October 29th, relative to $0.67 per share for calendar year ‘04, at the 34-35.8 (ph) times multiple, relative to $0.77 for next calendar year, at the 31.2 times multiple. Relative to the 90 day trailing stock price average, it’s $24 is a 28.5 percent premium, and as I mentioned before, relative to the closing price when this whole saga began on June 5th of last year, it’s a 58.8 percent premium.

Now if you look at when antitrust said clearance was uncertain and so you can see on this chart that extends from roughly the end of February of this year, to September 9th, which was the date we received the favorable US District Court ruling, our $24 price is 56.6 (ph) percent premium to PeopleSoft standalone valuation level during that time period, which I think gives one benchmark relative to unaffected price. I think as we have met so far, with some PeopleSoft shareholders, there have been some question as to why the offer is not $24 versus $26, and I’ll show you a chart on how the consensus estimates changed as a result of a material shift in guidance change and expectations, but if you just look very simply relative to a forward, or next 12 month P/E multiple, at the $26 offer price relative to consensus, our offer represented a 27.9 times multiple, when we offered $21 it represented a 22.1 times multiple, and the current $24 represents a 31.8 times multiple. So we’ve expressed to the court that we are truly putting our best and final foot forward here, and you can see that relative to the valuation multiples. Also if you look at a 90 average stock price chart, it gives you $18.67 or a 28.5 percent premium, 180 day moving average stock price of PeopleSoft is $18.73, that’s a 28.1 percent premium that our $24 represents, yet another corroboration in our view that this is a full and fair offer.

I think standalone PeopleSoft shareholders have to make their own judgments, and I’ll run through these quickly. I think there are clearly a bunch of key executives that have left or been displaced, there’s been an acknowledgment that there’s been insufficient investment relative to maintaining competitive products. As I mentioned earlier, at least from our external due diligence view, the JD Edwards transaction has not created any shareholder value, in fact the consensus EPS estimate for this calendar year today is identical as to what the estimate was before the JD Edwards deal was announced, and we’ve tried to reconcile the paradox but we haven’t been able to in terms of hearing that synergies of the deal have been achieved, yet at the same time the financial results are not increasing in the aggregate. We have also factored in relative to how we look at valuation of the company, the fact that the pipeline has been capped, or exploited relative to one-time special deals, or golden disc all you can use software deals, and the maintenance situation has deteriorated since the company has sold some fixed price 5-10 year contracts at steep targets-steep discounts, excuse me. As I mentioned before, if you look at the track record of guidance, the guidance before the analyst meeting in September ‘03, was roughly in the $0.60 range. It then spiked up post the analyst meeting, or reiterations, or reaffirmations of guidance in March and April of this calendar year, but then on a future earnings call the original guidance was stated, that it could not be achieved. And so I wanted to give-and then we’ve also met with Oracle shareholders-the rationale for how we’ve come up with the $24 final offer here.

There’s been some commentary in terms of multiple and what’s appropriate and I think there has been a transition, clearly, as we got out of the dot com bubble, for those of you listening on webcast, I have a chart of historical PeopleSoft next 12 month multiples, and the long-term earnings growth rate, if you looked at the First Call consensus, and clearly 3-4 years ago the multiple was in the 40s but the long-term growth rate was in the 20s. Now the long-term growth rate is at 12.7 percent, and the multiple is correspondingly lower. But we have had some commentary from PeopleSoft shareholders in terms of why we’re not at historical multiple levels, but we feel in this current multiple environment, relative to weighted average stock prices, or looking at consensus estimates being at 31 times forward, is a full offer.

As I mentioned before, and I think this is something that is unknowable, unless 50 percent of the shares get tendered here, but I think some of Rick’s brethren has given different views in terms of where the stock might be if it were not for our tender offer.

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FINAL TRANSCRIPT

ORCL - Oracle at Goldman Sachs Software Retreat

There’s one fellow who-just to reiterate some of the numbers, one fellow has it at $16.50, another person has a range between $15-$19, there’s another leading analyst at $13-$14, and then finally there’s someone at $14-$16. And obviously this is hypothetical at this point, but if we do not receive 50 percent on the 19th, it could be-very well be more than an academic exercise here.

In terms of our acquisition rationale, we think the acquisition is important to us strategically, but not absolutely critical. It will help us be more competitive against Microsoft, IBM and SAP, we would like access to the PeopleSoft customer base and the annuity revenue stream from maintenance. We will accelerate the next generation release, as we indicated in our letter to the PeopleSoft Board. We’re committed to support of PeopleSoft customers for 10 years, as well as going through with release 9, and I believe as the CFO, that although this is a full offer, we can earn somewhat above our weighted average cost of capital, but symmetrically feel that the downside risk can be relatively muted on this transaction, because we will have a very decisive and well thought out integration strategy. And as I mentioned on the call about a week and half ago, we are targeting that excluding amortization, this transaction will be accretive to our operations by the end of the first year, and that our goal at this point, without having examined from the inside the PeopleSoft business and financials, our goal would be to get to be GAAP accretive on a run rate basis by the end of the second year.

I think I’d like to close here in terms of the slides that we’re presenting to PeopleSoft shareholders with a slide that was actually adapted from the discovery from the US antitrust proceedings, both from Microsoft documents and IBM documents, and I think it’s clear in the tech world that the strong are becoming stronger, and the weak are becoming weaker, and our long-time thesis that you needed to provide the one-stop shopping for your customers, we believe is more true than it’s ever been before, and we feel that we’re playing across the different horizontal layers of the spectrum here, and we would like the PeopleSoft acquisition to position us better in the application sector so that we can continue to go toe-to-toe with Microsoft, IBM and SAP.

That’s all-Rick and I will go back to the couch here and do some Q and A on this, but clearly if you want more information on our tender offer, a copy of today’s slides, and instructions on how to tender, those will be available on our website at www.oracle.com/peoplesoft and you can also ask questions and request assistance from our information agent, MacKenzie Partners at 800-322-2885. Thank you and let’s have some Q and A with Rick and I’ll be happy to take some further Q and A at the end.

Rick Sherlund

Have you heard from the PeopleSoft Board, and what is your sense, what happens if for instance, 50 percent is tendered but the Board rejected the offer.

Harry You - Oracle - EVP &CFO

Well, we have not heard back from them, Rick, they have an obligation to respond to our tender in 10 business days, so I can’t remember how the Veterans’ Day holiday counts, but we would hear from them I think no later than next Monday, which is 4 days before the expiration of our tender offer.

Rick Sherlund

And if they don’t accept it, but the shareholders tender greater than 50 percent, what’s the scenario then?

Harry You - Oracle - EVP &CFO

Well we asked the judge and the letter was described in some of the press commentary this morning, we asked Judge Strithe (ph) that our hearing be postponed to the 24th at 9 am, and we felt that the judge should have consideration of where the tally as of midnight on the 19th stands. Once again, if we’re under 50 percent we will drop our suit and withdraw our offer. If we’re over 50 percent and the PeopleSoft Board has not responded affirmatively, then clearly we’ll be waiting to see how the judge decides relative to the poison pill, and whether he might pull the pill.

Rick Sherlund

The presumption being he may be influenced by the shareholder-the tender.

Harry You - Oracle - EVP &CFO

I think it’s-I cannot presume what is in the judge’s mind, Rick, or what his overall sort of calculus and judgment is going to be but I think our lawyers feel, and I sort of truly feel as well as the rest of our senior management team that-and why it’s so important for people to vote their conscience, and if they desire to tender their shares, because I think that is an important datapoint relative to what the will of the shareholders is, and how they might view options that the PeopleSoft management team and Board might present, versus our $24 all cash offer.

Rick Sherlund

And if you don’t get this, what does it mean to Oracle? What do you do next?

Harry You - Oracle - EVP &CFO

I think we will move on. We have other acquisition areas that we have targeted, there’s some ongoing discussions we’ve had, clearly,

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FINAL TRANSCRIPT

ORCL - Oracle at Goldman Sachs Software Retreat

and I’ve reassured our shareholders, we do not have a long list of targets, nor do we have targets for following up that are of comparable size to PeopleSoft, but they also are strategically important targets for us to pursue.

[Redacted]

Audience question

If 51 percent of PeopleSoft shares are tendered by the deadline, will we nominate a slate of directors and initiate a proxy contest?

Harry You - Oracle - EVP &CFO

Well, we haven’t gotten to that step yet. I just think really if you’re a PeopleSoft shareholder, you just need to focus on tendering your shares by midnight on the 19th, it’s costless from the shareholder’s standpoint, because the tally is made at midnight, as I mentioned before, we’ll report promptly where it stands, and then the next gating item after that will be on the 24th speaking to the judge and we’ll take it from there relative to what our next actions might be. We’ve clearly been very committed to this deal during the 17-month process, but once again, if we don’t receive 50 percent we’ll withdraw our offer and withdraw the suit. You had a follow-up question?

Audience question

Just one quick follow-up. PeopleSoft seem to disagree with the characterization of the rationale behind the increased bid, i.e. stemming from a request by the judge. I’m just wondering what the source of that disagreement might be.

Harry You - Oracle - - EVP &CFO

I cannot fathom why there would be disagreement. They were present during the conversation with the judge, and the judge indicated that it was not a private conversation. So, some people have asked in a different way, the question you’ve asked, whether there was any ex-post reaction by the judge, and there was none because this was something that both parties were present at. So I really think once again, I’m sorry to sound repetitive, but this is really an exercise in your rights in our corporate democracy. I mean you-if you’re a PeopleSoft shareholder, just need to vote here so that the Board and potentially the judge can weigh how they think things stand here, because there has been a very tortuous fact pattern here relative to the full truth and facts coming out, and relative to PeopleSoft shareholders expressing their view. And I think we’ve at least finally gotten to the point on the Oracle side where we can give an offer that’s our best and final foot forward that once again isn’t encumbered by contingencies. I mean, we’ve had to expend a lot of legal time and effort to get to a point where we could offer to a PeopleSoft shareholder an offer that didn’t have a significant or major contingency. And clearly we balanced and as I mentioned, in addition to going around to PeopleSoft shareholders, we’ve gone to Oracle shareholders to reassure them that while this is a full offer, we still think we can earn an adequate return, at the same time we’re cautious that there’s not going to be a supranormal return as we have really complied with the request we received to put forward a best, full, fair, final offer.

Rick Sherlund

And the nodes on the decision tree would be if you get more than 50 percent, see what the judge does-does he pull the pill, or doesn’t. If he pulls the pill, then it’s-you already have 50 percent.

Harry You - Oracle - EVP &CFO

Then you know, Rick, in that scenario the deal could close relatively rapidly here, before the end of the calendar year.

Rick Sherlund

And if he doesn’t pull then there’s a slate of directors or (seven) that up for election at that time.

Harry You - Oracle - - EVP &CFO

Correct. (multiple voices). And we have not made a decision yet. At that point I think we’re focusing our efforts, as you can imagine, I think all of us feel a little bit like the vote canvassers that were going around last week for the presidential election, we’re trying to get everyone to vote here and express their view. Because I think, our seeing that, the judge seeing that, and the PeopleSoft Board seeing that, is going to be very enlightening to all parties here.

Rick Sherlund

Kind of like a straw pole over what the shareholders feel.

Harry You - Oracle - - EVP &CFO

Yes. Well, and it’s more than a straw pole, because if either the Board of PeopleSoft or the judge removes the pill, then we’re committed to carrying forth the $24.

Audience question

(indiscernible)

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FINAL TRANSCRIPT

ORCL - Oracle at Goldman Sachs Software Retreat

Harry You - Oracle - EVP &CFO

Well on your second question I think we’re fully committed to support the PeopleSoft customers, and to do our best to make sure that there isn’t a liability. At the same point it would be imprudent for us to ignore the possibilities, and really in this case, the best defense is a good offense. Relative to the cost savings as we’ve described in the past, there are significant cost savings, whether it be in G&A and marketing, in the sales area, we’re going to want the best PeopleSoft sales people who have relationships with customers and knowledge of industry processes, and we’ll want the best of their developer group to carry through with PeopleSoft 9, but to also help us go forward with one integrated platform after that, because that they do have many outstanding developers.

Audience question

(indiscernible)

Harry You - Oracle - EVP &CFO

We’ve done quantification and as I mentioned in the call we had last week, if the deal closes right afterwards I’ll give people a full sort of quarter-by-quarter breakdown, and sources, and other litmus tests indicators so you can tell whether this turned out to be a good deal, or mediocre deal if you’re an Oracle shareholder. But I think at this point it’s premature.

Audience question

(indiscernible)

Harry You - Oracle - - EVP &CFO

Well, it’s hard to exactly quantify. The question is whether our Apps business has been hampered by all the activities that PeopleSoft has catalyzed. And I think the seminal couple of moments for us so far, clearly the uncertainty from last June until the resolution of the Department of Justice lawsuit was a palpable. Our business, as we talk to our sales people in the application business has materially improved just because of customer clarity, post the Department of Justice lawsuit, because I think customers feel that it’s very clear that Oracle Applications is going to be more than viable. I think a third seminal moment that will be positive as you indicated, is with resolution here on the potential acquisition of PeopleSoft, one way or the other, it will have a positive effect. We’d rather combine the businesses and increase our economies of scale and scope, but I think clearly not having a competitor out there who is taking shorter term actions, is going to improve the overall industry landscape in the Apps business.

Audience question

A hypothetical question, because you’ve presented a hypothetical scenario on November 19th, should you walk away from PeopleSoft, it’s not just the consequences for PeopleSoft, but also consequences for Oracle’s Applications business. My question is, are you fully committed to addressing the Application business, is this number one priority for Oracle, or you feel like you will move to other areas where you feel you can go after, while walking away from this deal.

Harry You - Oracle - - EVP &CFO

Our Application business, the question for those of you who may not have heard it is, if the PeopleSoft deal doesn’t go through, are we committed to our Applications business, and the answer is absolutely-it is improving as we speak. We will figure out a way to make sure that we can continue to improve our Applications business because of its overall strategic importance to how Larry and the Board feel that our company needs to address the technology environment for the next 5-10 years.

Audience question

But do you feel it’s the number one priority for you in terms of addressing a market that’s not been well addressed for the past few years?

Harry You - Oracle - EVP &CFO

Well, we have several priorities, I would say though that-and why I’ve mentioned it to our shareholders who have asked, what happens sort of, with or without PeopleSoft, PeopleSoft does help us relative to future technology bets that Larry is envisioning, but it’s not absolutely critical, we feel we can get there without PeopleSoft and we will, as I mentioned before, pursue other acquisitions and other sort of organic investment opportunities to get to where we want to, and ultimately it’s listed in the $24 price, is we had to make a judgment relative to all the strategic benefit versus the financial cost relative to what the benefits and costs might be of other paths to get to where we want to get to in the next 5-10 years, and that all crystallizes once again with this final offer $24. So if it doesn’t happen, I am fully confident that there are equally good if not superior financial investment opportunities as well as the opportunity to accelerate repurchasing stock, and in the end I think we found the point of indifference at $24. So that’s why if we don’t receive 50 percent we’re comfortable walking away.

Rick Sherlund

Okay, we’re about half way through the 16 minute break. Financec (ph) and Informatica begins at 2:45. Harry thanks so much.

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FINAL TRANSCRIPT

ORCL - Oracle at Goldman Sachs Software Retreat

Harry You - Oracle - EVP &CFO

Rick, thanks for doing this and allowing us to do a more non-traditional presentation here. Thanks everyone.

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

FINAL TRANSCRIPT

Exhibit (a)(5)(clxxv)

Conference Call Transcript

ORCL—Oracle at Morgan Stanley Software, Services, Internet & Networking Conference

Event Date/Time: Nov. 01. 2004 / 10:15AM ET

Event Duration: N/A

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FINAL TRANSCRIPT

ORCL - Oracle at Morgan Stanley Software, Services, Internet & Networking Conference

CORPORATE PARTICIPANTS

Harry You

Oracle - CFO

Important Notice

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 November 3, 2004 and as subsequently amended. Stockholders should read the Amended and Restated 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 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.

[TRANSCRIPT HAS BEEN REDACTED TO REMOVE STATEMENTS UNRELATED TO ORACLE’S TENDER OFFER]

PRESENTATION

Unidentified Speaker

We’re going to start off with the first session. I’m delighted to welcome Harry You, CFO from Oracle.

Harry You - Oracle - - CFO

[REDACTED]

For those of you who did not hear the conference call that Jeff Henley and I hosted this morning, today, we revise our offer to make a best and final offer for PeopleSoft for $24 per share, up from the $21 as reflected by Jeff Stein and the Delaware (indiscernible), this is our best and final offer. It expires on November 9. And we will be going around in the subsequent weeks to speak with our shareholders, as well as the PeopleSoft shareholders on the efficacy of this offering. So it’s as I describe on the call, this has been a very long, arduous process for our shareholders and we’d like to bring this process to closure for our shareholders, as well as for us in the Company, and we feel this is a decisive step towards achieving that closure on November 19.

))Unidentified Speaker

Some commentary as well in there about PeopleSoft 9 and effectively moving towards some additional product release. Is that a signal in any way about further commitments to get some PeopleSoft platform? Is sounded like there was some change in (indiscernible).

Harry You - Oracle - CFO

We’re committed, as we’ve described in previous statements, to the PeopleSoft platform for 10 years. And in our letter to the Board of PeopleSoft today, we indicated that we intend to develop the next release, PeopleSoft 9. And we would maintain in large measure, if not entirety, the engineering operations of PeopleSoft in Pleasanton.

[Redacted]

))Unidentified Speaker

How do you value success (ph) when you think about the application market and the SAP out there with I guess a trailing 12-month 60 percent share of new licenses sold, so it has really

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FINAL TRANSCRIPT

ORCL - Oracle at Morgan Stanley Software, Services, Internet & Networking Conference

distanced itself from any of the other vendors, and yourselves included. It’s a combined PeopleSoft Oracle’s 30 percent share — is that enough to meaningfully change your position competitively? Do you think it really helps having that critical mass?

Harry You - Oracle - - CFO

I think PeopleSoft that is important (indiscernible) strategically. It is not critically decisive and I think that underlies our we’ve structured our offer, which we publicly disclosed today. But I think as we think through the strategy for the (indiscernible) in the next few years, I think Larry, as he has done over the last decade and a half is thinking about the next to one or two macro bets (ph) he’d like to place in technology. And we’re also very cognitive of how we play the bets to utilize our strength in the database business, to catch up in areas like the applications of business where we’re lagging. So I feel comfortable with or without PeopleSoft. We are very focused, in terms of how we can strategically place those bets to be in a position where we’re more at strategic parity and not in (indiscernible).

))Unidentified Speaker

Fair.

[REDACTED]

Unidentified Speaker

Are acquisitions important just — maybe you could explain. Why are acquisitions so important for Oracle? Is it a way to get entry into markets more rapidly, or do you see great opportunity to bring businesses in, reduce cost structures and actually help the financial profile of Oracle?

Harry You - Oracle - - CFO

I think it’s fundamentally strategic. There’s some gaps in our product offering that we would like to fill out. I think Larry has always tried to out solid ties in the end, someone who has the full suite would be more powerful. I think that thesis is coming to bear more and more in this moderate technology budget growth environment. And so I think acquisitions are important to help us fill some gaps. At the same time, as I described on our last earnings call, it’s not as if we have a profound number of gaps, it’s not that shareholders are more conservative, have to worry about deal after deal after deal and the integration risks associated with that. And it’s not that we’re trying to M&A engineer our way to financial prosperity. It’s really different products and there might be certain cases of industry offering gaps that we want to fill out.

Unidentified Speaker

You have said PeopleSoft if you were successful, it sounded like you were going to wait some time for perhaps doing something else. Is that the case, or is it more as an opportunity may arise, you will assess that?

Harry You - Oracle - CFO

It’s a little of both. I’ve mentioned as (indiscernible), we have a finite capacity for post-merger integration. And so clearly, we have to see if PeopleSoft is successfully consummated, we’ll have to see where we are on that, relative to opportunities that may come up. So we don’t want to ignore opportunities if we could at all avoid it. But once again, I want to emphasize it’s not like there’s this huge list that has to be prosecuted that either the shareholders need to be concerned about.

Unidentified Speaker

Is sounds like, if PeopleSoft again were successful, it’s about a 9 billion cash charge consideration. I guess net, it would be a little bit less (indiscernible) PeopleSoft selling cash. You have a financing arrangement, but I’m just trying to understand the structure of the balance sheet. Would you fund it using some of the financing that you have available to yourselves, so leave some cash balance in the balance sheets or?

Harry You - Oracle - CFO

It’s not going to be a complex financial situation. We have 9.5 billion in cash and short-term investments, so there will be a modest or moderate amount of short or medium term debt, which we are very committed to repaying in a very tight two to three year type timeframe. We have no intention to change the fundamental balance sheet quality of Oracle. We’ve always been very committed to it. I’ve been very proud and I credit our audit committee, our Board, Larry and Jeff for our financial strength. I think they’re underappreciated. When we stack up the credit and cash flow ratios, we’re literally in the top 10 companies in the world. And clearly, there may be some transition theories when we’re doing a large acquisition like PeopleSoft that we want to revert after we integrate it and get it is up to our margins and return to full balance sheet strength and quality. You shouldn’t see any material amount of debt. We want to pay the debt back and continue to have a pristine balance sheet.

[Redacted]

Unidentified Audience Member

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FINAL TRANSCRIPT

ORCL - Oracle at Morgan Stanley Software, Services, Internet & Networking Conference

I just wanted to clear up some things from the conference call this morning. You indicated that you made that offer at the request of the judge. Did you actually speak with him or did Jeff actually speak to the judge, and the judge in effect say — let me hear your best and final offer?

Secondly, the documents say that your offer is contingent on getting half the shares tendered, and also on getting the poison pill removed. If for some reason, the poison pill isn’t removed, does that mean it’s over, or would you consider a proxy contest?

And in the removal of the poison pill, I think there were two issues — one, the actual voting provision, which explodes the number of shares, and secondly, the substantial commitment that the Company has placed on itself with respect to its customers in terms of maintaining support.

Would both of those things have to be removed, or can you live with some form of that commitment?

Harry You - Oracle - CFO

Well, let me start out with section 2. That was a long set, and I want to make sure I don’t miss any of the legal intricacies here. But on question 2 that you made relative to the poison pill, we will obviously have to see how PeopleSoft’s Board responds I think they have made some form of public comment this morning. And we also need to see how Judge Strine looks at this issue.

And that’s relative to the first part of your question. Our attorneys have been in dialogue with Judge Strine. And in conference, he indicated his desire for a best and final offer. And we are in the process — I haven’t gotten the most recent, up-to-the-minute update. But we have reached out to Judge Strine to relay if he hasn’t seen already our response to his best and final request.

Relative to a proxy contact, I think really shareholders of Oracle and PeopleSoft should focus on November 19th. If the conditions are not met that we described on the call, we will withdraw our offer. Relative to a proxy fight (ph), I think we will just have to see. Time will tell, but I think November 19th is really the seminal date as far as shareholders are concerned.

And as I described in my call, I think we are sensitive to Oracle shareholders’ expressions throughout this. It has been a long and arduous process. And we feel November 19th is a date where all of us could potentially get some closure here.

Unidentified Audience Member

You answered very well. What about those contingent financial commitments? Would they have to be removed, or can you live with them in some way, or is that a question of negotiation?

Harry You - Oracle - CFO

Well, there really is no negotiation that underlies our best and final offer here. I think there was a question earlier this morning in terms of how we arrived at our price. And clearly, there had been issues relative to the target, whether it be the customer insurance program, whether it is some of the segment arrangements. There were also some issues which I and my finance group had been tracking to make sure that we’re properly factoring into our valuation. And we have taken those into account.

Relative to the customer assurance program, I think the judge has asked both parties to try to be forward-looking. I think he is awaiting a PeopleSoft response relative to how they would modify to a mutually satisfactory to Oracle and PeopleSoft version of the customer assurance program. But any contracts from the past are sunk costs as far as what the exposure might be.

But we’re obviously very committed. It is a delicate situation. We’re committed to make sure that PeopleSoft customers are fully satisfied. At the same time, it would be imprudent for us, as well as to our shareholders, not to factor in that the key (ph) may or may not be an issue going forward if the acquisition is consummated.

Unidentified Audience Member

I wanted to ask you about the economic viability of this transaction. I know you’re very focused on returns to investors. And when we look at the net income that is delivered through PeopleSoft today and what you could deliver over time, to me, it appears it would take a very long time to deliver on this transaction at this prize. Can you address that to the best of your ability?

Harry You - Oracle - CFO

Yes. As we described earlier this morning, Jeff and I as we have detailed the numbers here, where we expect by the end of the first year that this will be nondilutive when we exclude amortization of intangibles. And by the end of the second year, our goal would be on a fully GAAP, non pro forma basis, we would like this transaction to be nondilutive.

So those are aggressive thresholds, but also underlines once again why this is a best and final offer. And I think we are at a point where we have fully not only looked at the risks and uncertainties, but also said, as I have described to our shareholders in the past, how can we do a transaction that when looked at through various financial lenses — because I know there are different types or styles of investors out there that are comprising our shareholder base — how can we to the best of our ability through those different lenses have a reasonable transaction that helps Oracle strategically going forward?

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FINAL TRANSCRIPT

ORCL - Oracle at Morgan Stanley Software, Services, Internet & Networking Conference

[Redacted]

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

FINAL TRANSCRIPT

Exhibit (a)(5)(clxxvi)

Conference Call Transcript

ORCL—Oracle Shareholders Meeting

Event Date/Time: Oct. 29. 2004 / NTS ET

Event Duration: N/A

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FINAL TRANSCRIPT

ORCL - Oracle Shareholders Meeting

CORPORATE PARTICIPANTS

Jeff Henley

Oracle Corporation—Chairman of the Board of Directors

Larry Ellison

Oracle Corporation—CEO

Harry You

Oracle Corporation—CFO

Michael Boskin

Oracle Corporation—Director

Jeff Berg

Oracle Corporation—Director

Joe Grundfest

Oracle Corporation—Director

Don Lucas

Oracle Corporation—Director

Jack Kemp

Oracle Corporation—Director

Hector Garcia-Molina

Oracle Corporation—Director

Ray Bingham

Oracle Corporation—Director

Safra A. Catz

Oracle Corporation—Co-President

Charles Phillips

Oracle Corporation—Co-President

Dan Cooperman

Oracle Corporation—General Counsel & Secretary

CONFERENCE CALL PARTICIPANTS

Tony Mezzapali

Shareholder

Donald Meterforth

Shareholder

Bruce Witson

Shareholder

Jack Ringham

Shareholder

Manny Rosen

Shareholder

Chowdhry

Shareholder

Geraldine Larry

Shareholder

Jodie Campbell

Shareholder

Rich Willis

Shareholder

Bill Hess

Shareholder

Diane Gates

Shareholder

Shanna Gazely

Shareholder

Important Notice

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 November 3, 2004 and as subsequently amended. Stockholders should read the Amended and Restated 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 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.

[TRANSCRIPT HAS BEEN REDACTED TO REMOVE STATEMENTS UNRELATED TO ORACLE’S TENDER OFFER]

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FINAL TRANSCRIPT

ORCL - Oracle Shareholders Meeting

PRESENTATION

Jeff Henley - Oracle Corporation—Chairman of the Board of Directors

OK. I think we are ready to get started.

[Redacted]

I’ll now invite Harry You, Oracle’s CFO to give a brief presentation regarding the financial performance of Oracle.

Harry You - Oracle Corporation—CFO

[Redacted]

Let me pause here for a minute and talk a little bit about where we stand on merger and acquisition activity because that is obviously important for us and management as well as for all of us as shareholders. As we described on the last earnings call, we are going to be very financially conservative and look at valuations of M&A targets through many different financial lenses.

We will not only try to insure that in the near terms, the transactions we might contemplate are GAAP earnings per share accretive, but we will also be looking to make sure that these transactions over a reasonable period of time are free cash flow accretive and do not change in any fundamental way the strong margin and ROC characteristics of our business.

At the same time there are clearly some strategic opportunities for us to take advantages which Larry, Charles, Safra and Jeff have described in the past and we will continue to see if we can take advantage of the opportunities that might present themselves in the software industry.

On PeopleSoft in general, we’ve really seen most of the news been updated in the press. The anti-trust proceedings are complete in both the United States and the E.U. and we were gratified by both outcomes. We are now currently in Delaware Chancery Court. We’ve finished two weeks of trial and there is some additional testimony that the judge has requested. And the timing for a determination by the Chancery Court at this point in time is unclear. There is also an additional trial in Alameda County, which we believe will commence in early January.

[REDACTED]

QUESTION AND ANSWER

[Redacted]

Donald Meterforth Shareholder

Thank you. Mr. Ellison, my name is Donald Meterforth (ph) and I am a shareholder and I am also an investment advisor for others to our Oracle shareholders.

And I was just wondering — I’m quoting from the New York Times here, but it looks like on October 8th you told the judge in Delaware “the only way to get bigger and better was to buy PeopleSoft.” And I’m wondering if you could elaborate on that comment just a little bit.

Larry Ellison - Oracle Corporation—CEO

I can elaborate by saying that’s not what I said.

Donald Meterforth Shareholder

OK.

Larry Ellison - Oracle Corporation—CEO

I said one of the ways — I said we were going to grow by a culmination of secular growth and by acquisition. But the idea that the only way we could get larger is to buy PeopleSoft, it would imply there is no one else to buy or there is no secular growth and that simply isn’t the case.

So there are other acquisition targets that have been covered by the press. And that is another way to grow. There are many other companies, we could consider buying other than PeopleSoft. And of course it’s just general growth in our database business is growing rather rapidly.

Donald Meterforth Shareholder

Thank you.

[Redacted]

Rich Willis Shareholder

My name is Rich Willis (ph). I’m a shareholder. I have this nightmare scenario where Oracle is successful at buying PeopleSoft for about seven billion or some huge amount of money and then the culture clash between the two companies is so great,

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FINAL TRANSCRIPT

ORCL - Oracle Shareholders Meeting

the PeopleSoft employees start leaving en masse. The customers start getting incredibly poor service and they start dropping the products.

And Oracle management is trying to keep this thing together and it’ just kind of snowballs downhill and SAP ends up taking all the business. And Oracle stockholders end up really suffering in the end. I’m wondering what you can say, to tell me that this nightmare scenario is not going to happen?

Larry Ellison - Oracle Corporation—CEO

Well, we’ve had 16 months to think this through. And we’ve actually been thinking about the acquisition for actually years before we actually made an offer. So we’ve thought hard about how we’re going to continue to develop the PeopleSoft products and support the customers. It’s essential that we do a great job of supporting the customers, because we want to hold onto those customers.

So I think we have a plan in place that will ensure that PeopleSoft customers get not only high quality of support, but their products continue to improve, and that they’re actually happier with Oracle as a supplier than they were with PeopleSoft.

That’s our strategy. We have a plan designed to accomplish that. So the PeopleSoft customers will be happy. Most of them will stick around. We think it’ll help grow our business dramatically if we’re successful with the acquisition. That means successful in acquiring and successful in managing the acquisition afterwards. But again it’s something that management’s spent a lot of time on and we’re pretty optimistic about. The gentleman here.

Bill Hess Shareholder

Good morning. I’m Bill Hess (ph). I’m a stockholder and given — follow up to this question that PeopleSoft assuming it’s going to be acquired will require a significant amount of management time and money, how would you prioritize in terms of potential for the next say five or ten years the different continents available to Oracle? In other words, where will the real growth come? Will it still be in the United States or China or Europe, South America? How would you prioritize the potentials there?

Larry Ellison - Oracle Corporation—CEO

I think there is good growth opportunity for our business all over the world. So I think — I’m not sure. Maybe the Asian economies are growing very, very rapidly now. China is growing very rapidly. India is growing very rapidly. But I think our business can grow all over the world. I mean clearly the more rapidly growing an economy is presented slightly better opportunity for us to grow our business than say in Western Europe which is slower growing.

But again our plan — our expectation is to strengthen our business globally. In the Americas, in Asia Pacific and in Europe, I’m sorry it’s such a general question but that really is our plan. I don’t think we’ve said that we’re really going to focus on manufacturing in Asia Pacific or we’re going to focus on the service industries in North America. It’s really a global plan, and we will in some — to some degree it’s a matter of our own execution, to some degrees it’s a matter of the macroeconomics, and the different regions of the world.

Bill Hess Shareholder

(Inaudible) now?

Larry Ellison - Oracle Corporation—CEO

I — no, if all goes according to plan, and again we spent a lot of time on it, it should accelerate our growth all over the world, probably more so in North America. PeopleSoft is a North American-centric company. So it’ll help our business more in North America than let’s say in Asia Pacific.

Bill Hess Shareholder

Thank you.

[Redacted]

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

Exhibit (a)(5)(clxxvii)

For Immediate Release

Contacts: Nancy Lee Director Investor Relations Oracle Corporation (650) 506-1717 Jim Finn Vice President Corporate Communications Oracle Corporation (650) 506-1691

Oracle Learns That PeopleSoft Will Reject Oracle’s Best and Final Offer

Decision is now in the hands of PeopleSoft’s shareholders

REDWOOD SHORES, Calif., November 10, 2004 — Oracle Corporation (Nasdaq: ORCL) has learned that PeopleSoft will reject Oracle’s $24.00 a share best and final offer. The cash tender offer to purchase all of the outstanding shares of PeopleSoft, Inc. (Nasdaq: PSFT) stands at $24.00 per share, or approximately $8.8 billion, and will be withdrawn in the event a majority of shares have not been tendered by midnight (EST) November 19, 2004.

“After receiving an affirmative clearance decision from the European Commission, we submitted our best and final offer to the PeopleSoft Board. Oracle’s Board deliberated and concluded that the absolute maximum amount we were prepared to pay was $24 dollars a share. Beyond that, there are better uses of our capital including other acquisitions and repurchasing our own shares,” said Oracle CEO, Larry Ellison. “Oracle has been at this for a year and a half and it is now time to bring this matter to a close. On November 19^th, we will respect the will of the shareholders.”

Jeff Henley, Oracle’s Chairman of the Board, added, “PeopleSoft’s shareholders now face a very simple decision. They can accept our all-cash $24.00 per share offer on November 19^th or it will be withdrawn.” Henley added, “We believe our offer represents a substantial premium over PeopleSoft’s standalone value now or in the foreseeable future. We leave it to PeopleSoft’s

-more-

shareholders to decide whether PeopleSoft’s current management can deliver better shareholder value now, or within any reasonable investment horizon.”

A copy of the tender offer documents are available on www.sec.gov and on www.oracle.com.

THOSE SHAREHOLDERS THAT WISH TO TAKE ADVANTAGE OF THE OFFER SHOULD TENDER THEIR SHARES BY PROPERLY COMPLETING THE GREEN LETTER OF TRANSMITTAL RECENTLY SENT YOU AND RETURNING IT ALONG WITH YOUR STOCK CERTIFICATES TO THE DEPOSITARY. IF A BANK OR BROKER HOLDS YOUR SHARES, YOU SHOULD CONTACT YOUR REPRESENTATIVE AND INSTRUCT THE BANK OR BROKER TO TENDER THE SHARES ON YOUR BEHALF. IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE IN TENDERING YOUR SHARES, PLEASE CONTACT OUR INFORMATION AGENT, MACKENZIE PARTNERS, INC., AT (800) 322-2885.

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 November 3, 2004. Stockholders should read the Amended and Restated 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 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.

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