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                                                                   EXHIBIT 10.37


                                 AMENDMENT NO. 3
                          DATED AS OF FEBRUARY 15, 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 AND JANUARY 28, 2004

     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 and January 28, 2004, is hereby further
amended in the manner set forth below:

     1.   Effective as of February 15, 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 on January 1, 2004
                    and ending on December 31, 2005 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)   plus an annual increase to be added on the first day of each
                    of the Company's fiscal years beginning on January 1, 2006
                    and ending on December 31, 2007 equal to the lesser of (i)
                    20,000,000 Shares (with such number adjusted appropriately
                    for any stock split or similar transaction) or (ii)


                                     1.
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                    2% of the number of issued and outstanding Shares on the
                    last day of the immediately preceding fiscal year, and

               e)   plus an annual increase to be added on the first day of each
                    of the Company's fiscal years beginning on January 1, 2008
                    equal to the lesser of (i) 20,000,000 Shares (with such
                    number adjusted appropriately for any stock split or similar
                    transaction) or (ii) 1% of the number of issued and
                    outstanding Shares on the last day of the immediately
                    preceding fiscal year, and

               f)   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.

          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. 3 is executed this 16th day of
February 2004.


                                      PEOPLESOFT, INC.



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



                                       2.