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                                                                    EXHIBIT 10.3

                                 AMENDMENT NO. 2
                          DATED AS OF JANUARY 28, 2004

                                     TO THE

  PEOPLESOFT, INC. AMENDED AND RESTATED 1989 STOCK OPTION PLAN AS AMENDED AND
      RESTATED ON MARCH 8, 2000, AND AS FURTHER AMENDED DECEMBER 30, 2003

         The PeopleSoft, Inc. Amended and Restated 1989 Stock Option Plan , as
amended and restated on March 8, 2000 (the "Plan"), and as subsequently amended
effective as of December 30, 2003, is hereby further amended in the manner set
forth below:

         1.       Effective as of January 28, 2004, Section 3 of the Plan shall
be amended to read in its entirety as follows:

                  "3.      Stock Subject to the Plan. Subject to the provisions
         of Section 12 of the Plan, the maximum aggregate number of Shares which
         may be optioned and sold under the Plan is

                           a) 104,600,000 Shares,

                           b) plus an annual increase to be added on the first
                              day of each of the Company's fiscal years
                              beginning in 1999 and ending in 2003 equal to the
                              lesser of (i) 20,000,000 Shares (with such number
                              adjusted appropriately for any stock split or
                              similar transaction) or (ii) 5 % of the number of
                              issued and outstanding Shares on the last day of
                              the immediately preceding fiscal year,

                           c) plus an annual increase to be added on the first
                              day of each of the Company's fiscal years
                              beginning in 2004 equal to the lesser of (i)
                              20,000,000 Shares (with such number adjusted
                              appropriately for any stock split or similar
                              transaction) or (ii) 3 % of the number of issued
                              and outstanding Shares on the last day of the
                              immediately preceding fiscal year, and

                           d) effective January 28, 2004, minus 9,043,707
                              Shares, which is the number of Shares that were
                              available to be optioned or sold under the Plan as
                              of December 31, 2003 .

                  The Shares may be authorized, but unissued, or reacquired
                  Common Stock.

                                       1.
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                  If an Option or Stock Purchase Right should expire or become
         unexercisable for any reason without having been exercised in full, or
         is surrendered pursuant to an Option Exchange Program, the unpurchased
         Shares which were subject thereto shall become available for future
         grant or sale under the Plan (unless the Plan has terminated);
         provided, however, that Shares that have actually been issued under the
         Plan, whether upon exercise of an Option or Stock Purchase Right, shall
         not be returned to the Plan and shall not become available for future
         distribution under the Plan."

         2.       Except as set forth herein, the Plan shall remain in effect,
unmodified.

         IN WITNESS WHEREOF, this Amendment No. 2 is executed this 2nd day of
February, 2004.

                                             PEOPLESOFT, INC.

                                             By:  /s/ Anne S. Jordan
                                                --------------------------------
                                                      Anne S. Jordan
                                                      Senior Vice President and
                                                      General Counsel

                                       2.