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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-Q/A Amendment No. 1 [X]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended September 30, 2004
 OR [  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Transition Period From  to
 Commission File Number: 0-20710 PeopleSoft, Inc. (Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction of
incorporation or organization)
    
    68-0137069(I.R.S. Employer Identification No.)
 4460 Hacienda Drive, Pleasanton, California 94588-8618(Address of principal executive offices, Zip Code) (925) 225-3000(Registrants telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes  [X]  NO  [  ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).   Yes  [X]  NO  [  ] On November 4, 2004, the registrant had 375,746,417 shares of common stock
outstanding.




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Explanatory Note PeopleSoft, Inc. is filing this Amendment No. 1 to its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2004 (the Quarterly Report) to
correct Exhibit 10.13 and amend Item 6 accordingly. In
the administrative process of submission, six pages of the exhibit
were inadvertently omitted from the Quarterly Report filed with the Securities
and Exchange Commission on November 9, 2004. Except as noted herein, no other
portions of the Quarterly Report are being amended. Item 6. Exhibits (a) Exhibits 2
    
    Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession2.1
    
    Amended and Restated Agreement and Plan of Merger and Reorganization,
dated as of June 16, 2003, by and among PeopleSoft, Inc., J.D. Edwards &
Company and Jersey Acquisition Corporation (incorporated by reference to
Exhibit 2.1 filed with PeopleSoft, Inc.s Registration Statement on Form
S-4 (No. 333-106269) filed with the Securities and Exchange Commission on
June 19, 2003).3
    
    Articles of Incorporation and Bylaws3.1
    
    Amendment No. 1, effective September 30, 2004, to the Bylaws of
PeopleSoft, Inc., as Amended and Restated as of November 5, 2003
(incorporated by reference to Exhibit 3.1 to the Form 8-K filed by
PeopleSoft, Inc. on October 5, 2004).3.2
    
    Amendment No. 2, effective October 3, 2004, to the Bylaws of PeopleSoft,
Inc., as Amended and Restated as of November 5, 2003 (incorporated by
reference to Exhibit 3.1 to the Form 8-K filed by PeopleSoft, Inc. on
October 5, 2004).3.3
    
    Amended and Restated Bylaws of PeopleSoft, Inc., as Amended and Restated
as of October 5, 2004 (incorporated by reference to Exhibit 3.3 filed with
PeopleSofts Quarterly Report on Form 10-Q filed on November 9, 2004).10
    
    Material Contracts. Each marked with (1) is a compensatory contract, plan
or other arrangement in which one or more directors and /or executive
officers are eligible to participate.10.1
    
    Assignment and Assumption of Security Documents, Amendment to Memorandum
of Lease (including Lease Supplement No. 1) and Amendment to Memorandum of
Ground Lease (Phase IV) dated as of September 30, 2003, by and among JDE
LLC, PeopleSoft and Selco (incorporated by reference to Exhibit 10.4 to
PeopleSofts Quarterly Report on Form 10-Q filed on November 14, 2003).10.2
    
    Second Amendment to Definitions Appendix (Phase IV) dated as of September
30, 2003, by and among Selco, PeopleSoft and KeyBank (incorporated by
reference to Exhibit 10.7 to PeopleSofts Quarterly Report on Form 10-Q
filed on November 14, 2003).10.3 (1)
    
    Addendum to Employment Contract between Guy Dubois and PeopleSoft, Inc.
dated January 1, 2004 (incorporated by reference to Exhibit 10.8 to
PeopleSofts Quarterly Report on Form 10-Q filed on August 9, 2004).




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10.4
    
    Memorandum of understanding regarding settlement of stockholder class
actions (incorporated by reference to Exhibit (e)(13) to PeopleSofts
Amendment No. 26 to Schedule 14D-9 filed on May 27, 2004).10.5
    
    Amendment to memorandum of understanding regarding settlement of
stockholder class actions (incorporated by reference to Exhibit (e)(14) to
PeopleSofts Amendment No. 27 to Schedule 14D-9 filed on June 14, 2004).10.6
    
    Second amendment to memorandum of understanding regarding settlement of
stockholder class actions (incorporated by reference to Exhibit (e)(17) to
PeopleSofts Amendment No. 28 to Schedule 14D-9 filed on June 16, 2004).10.7 (1)
    
    Amended Executive Severance PolicyPresidents, Co-Presidents and Executive
Vice Presidents, Effective January 1, 2003, Amended June 14, 2004 and
Further Amended Effective as of October 1, 2004 at 12:01 A.M.
(incorporated by reference to Exhibit 10.7 filed with PeopleSofts
Quarterly Report on Form 10-Q filed on November 9, 2004).10.8 (1)
    
    Amended Executive Severance PolicySenior Vice Presidents, Effective
January 1, 2003, Amended May 27, 2004, June 14, 2004
and Further Amended Effective
as of September 15, 2004 (incorporated by reference to Exhibit 10.8 filed
with PeopleSofts Quarterly Report on Form 10-Q filed on November 9,
2004).10.9
    
    Stipulation and Agreement of Compromise, Settlement and Release dated June
17, 2004 (incorporated by reference to Exhibit (e)(21) to PeopleSofts Amendment No. 29 to Schedule 14D-9 filed on June 18, 2004).10.10 (1)
    
    Separation Agreement and General Release, dated October 12, 2004, by and
between Ram Gupta and PeopleSoft, Inc. (incorporated by reference to
Exhibit 10.1 to the Current report on Form 8-K filed by PeopleSoft, Inc.
on October 18, 2004)10.11 (1)
    
    Retention Agreement, entered into on October 18, 2004, by and between Guy
Dubois and PeopleSoft, Inc. (incorporated by reference to Exhibit 10.2 to
the Current report on Form 8-K filed by PeopleSoft, Inc. on October 18,
2004)10.12 (1)
    
    Separation Agreement, dated October 12, 2004, by and between Craig Conway
and PeopleSoft, Inc. (incorporated by reference to Exhibit 10.3 to the
Current report on Form 8-K filed by PeopleSoft, Inc. on October 18, 2004)10.13 (1)
    
    Form of Amended Stock Option Agreement Effective October 1, 2004, Amended
and Restated 1989 Stock Plan and For Use With Other PeopleSoft Stock
Option Plans (With Conforming Changes)31
    
    Rule 13a-14(a)/15d-14(a) Certifications31.1
    
    Certification by the Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated
by reference to Exhibit 31.1 to PeopleSoft, Inc.s Quarterly Report on
Form 10-Q filed on November 9, 2004).31.2
    
    Certification by the Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(incorporated by
reference to Exhibit 31.2 to PeopleSoft, Inc.s Quarterly Report on Form
10-Q filed on November 9, 2004).31.3
    
    Certification by the Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.4
    
    Certification by the Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification by the Chief Executive Officer and the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to
PeopleSoft, Inc.s Quarterly Report on Form 10-Q filed on November 9, 2004).32.2
    
    Certification by the Chief Executive Officer and the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 11, 2004 PEOPLESOFT, INC.By:
    /s/ KEVIN T. PARKERKevin T. ParkerCo-President and Chief Financial Officer




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INDEX TO EXHIBITS Exhibit Number
    
    Description2
    
    Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession2.1
    
    Amended and Restated Agreement and Plan of Merger and Reorganization,
dated as of June 16, 2003, by and among PeopleSoft, Inc., J.D. Edwards &
Company and Jersey Acquisition Corporation (incorporated by reference to
Exhibit 2.1 filed with PeopleSoft, Inc.s Registration Statement on Form
S-4 (No. 333-106269) filed with the Securities and Exchange Commission on
June 19, 2003).3
    
    Articles of Incorporation and Bylaws3.1
    
    Amendment No. 1, effective September 30, 2004, to the Bylaws of
PeopleSoft, Inc., as Amended and Restated as of November 5, 2003
(incorporated by reference to Exhibit 3.1 to the Form 8-K filed by
PeopleSoft, Inc. on October 5, 2004).3.2
    
    Amendment No. 2, effective October 3, 2004, to the Bylaws of PeopleSoft,
Inc., as Amended and Restated as of November 5, 2003 (incorporated by
reference to Exhibit 3.1 to the Form 8-K filed by PeopleSoft, Inc. on
October 5, 2004).3.3
    
    Amended and Restated Bylaws of PeopleSoft, Inc., as Amended and Restated
as of October 5, 2004 (incorporated by reference to Exhibit 3.3 filed with
PeopleSofts Quarterly Report on Form 10-Q filed on November 9, 2004).10
    
    Material Contracts. Each marked with (1) is a compensatory contract, plan
or other arrangement in which one or more directors and /or executive
officers are eligible to participate.10.1
    
    Assignment and Assumption of Security Documents, Amendment to Memorandum
of Lease (including Lease Supplement No. 1) and Amendment to Memorandum of
Ground Lease (Phase IV) dated as of September 30, 2003, by and among JDE
LLC, PeopleSoft and Selco (incorporated by reference to Exhibit 10.4 to
PeopleSofts Quarterly Report on Form 10-Q filed on November 14, 2003).10.2
    
    Second Amendment to Definitions Appendix (Phase IV) dated as of September
30, 2003, by and among Selco, PeopleSoft and KeyBank (incorporated by
reference to Exhibit 10.7 to PeopleSofts Quarterly Report on Form 10-Q
filed on November 14, 2003).10.3 (1)
    
    Addendum to Employment Contract between Guy Dubois and PeopleSoft, Inc.
dated January 1, 2004. (incorporated by reference to Exhibit 10.8 to
PeopleSofts Quarterly Report on Form 10-Q filed on August 9, 2004).10.4
    
    Memorandum of understanding regarding settlement of stockholder class
actions (incorporated by reference to Exhibit (e)(13) to PeopleSofts Amendment No. 26 to Schedule 14D-9 filed on May 27, 2004).10.5
    
    Amendment to memorandum of understanding regarding settlement of
stockholder class actions (incorporated by reference to Exhibit (e)(14) to
PeopleSofts Amendment No. 27 to Schedule 14D-9 filed on June 14, 2004).




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Exhibit Number
    
    Description10.6
    
    Second amendment to memorandum of understanding regarding
settlement of stockholder class actions (incorporated by
reference to Exhibit (e)(17) to PeopleSofts Amendment No. 28 to Schedule 14D-9 filed on June 16, 2004).10.7 (1)
    
    Amended Executive Severance PolicyPresidents,
Co-Presidents and Executive Vice Presidents, Effective
January 1, 2003, Amended June 14, 2004 and Further Amended
Effective as of October 1, 2004 at 12:01 A.M. (incorporated
by reference to Exhibit 10.7 filed with PeopleSofts
Quarterly Report on Form 10-Q filed on November 9, 2004).10.8 (1)
    
    Amended Executive Severance PolicySenior Vice Presidents,
Effective January 1, 2003, Amended May 27, 2004, June 14,
2004 and Further Amended Effective as of September 15, 2004
(incorporated by reference to Exhibit 10.8 filed with
PeopleSofts Quarterly Report on Form 10-Q filed on
November 9, 2004).10.9
    
    Stipulation and Agreement of Compromise, Settlement and
Release dated June 17, 2004 (incorporated by reference to
Exhibit (e)(21) to PeopleSofts Amendment No. 29 to
Schedule 14D-9 filed on June 18, 2004).10.10 (1)
    
    Separation Agreement and General Release, dated October 12,
2004, by and between Ram Gupta and PeopleSoft, Inc.
(incorporated by reference to Exhibit 10.1 to the Current
report on Form 8-K filed by PeopleSoft, Inc. on October 18,
2004)10.11 (1)
    
    Retention Agreement, entered into on October 18, 2004, by
and between Guy Dubois and PeopleSoft, Inc. (incorporated
by reference to Exhibit 10.2 to the Current report on Form
8-K filed by PeopleSoft, Inc. on October 18, 2004)10.12 (1)
    
    Separation Agreement, dated October 12, 2004, by and
between Craig Conway and PeopleSoft, Inc. (incorporated by
reference to Exhibit 10.3 to the Current report on Form 8-K
filed by PeopleSoft, Inc. on October 18, 2004)10.13 (1)
    
    Form of Amended Stock Option Agreement Effective October 1,
2004, Amended and Restated 1989 Stock Option Plan and For
Use With Other PeopleSoft Stock Option Plans (With
Conforming Changes)31
    
    Rule 13a-14(a)/15d-14(a) Certifications31.1
    
    Certification by the Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated
by reference to Exhibit 31.1 to PeopleSoft, Inc.s Quarterly Report on
Form 10-Q filed on November 9, 2004).31.2
    
    Certification by the Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(incorporated by
reference to Exhibit 31.2 to PeopleSoft, Inc.s Quarterly Report on Form
10-Q filed on November 9, 2004).31.3
    
    Certification by the Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.4
    
    Certification by the Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification by the Chief Executive Officer and the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to
PeopleSoft, Inc.s Quarterly Report on Form 10-Q filed on November 9, 2004).32.2
    
    Certification by the Chief Executive Officer and the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.