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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A

|      |  |                                                                                                                                                
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|[X]   |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2002 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, CA
(Address of principal executive officers) |  | 94588
(Zip Code)                               

Registrants telephone number, including area code: (925) 694-3000

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 the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date:

|                              |  |                            |             | 
|----------------------------- |  | -------------------------- | ----------- | 
|Class                         |  | Outstanding at May 7, 2002
|                              |  |                           
|Common Stock, par value $0.01 |  |                            | 310,539,143 | 



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AMENDMENT NO. 1

PeopleSoft, Inc. hereby amends, as set forth below, its Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2002 filed on May 9,
2002 to correct the typographical error shown on the line item Cash and cash
equivalents at end of period in the Condensed Consolidated Statements Of
Cash Flows for the Three Months Ended March 31, 2002 to show $478,164
instead of $487,164.




PEOPLESOFT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|                                                                                  |                            |                                                                              |                                                     |       |                              |         |            |       |          |         |  
|--------------------------------------------------------------------------------- | -------------------------- | ---------------------------------------------------------------------------- | --------------------------------------------------- | ----- | ---------------------------- | ------- | ---------- | ----- | -------- | ------- | -
|                                                                                  |                            |                                                                              |                                                     |       | Three Months Ended March 31,
|                                                                                  |                            |                                                                              |                                                     |       |                             
|                                                                                  |                            |                                                                              |                                                     |       | 2002                         |         | 2001      
|                                                                                  |                            |                                                                              |                                                     |       |                              |         |           
|Operating Activities:                                                             |                            |                                                                              |                                                     |       |                              |         |            |      
|Net income                                                                        |                            | $                                                                            | 44,544                                              |       |                              | $       | 36,058     |      
|Adjustments to reconcile net income to net cash
provided by operating activities: |                            |                                                                              |                                                     |       |                              |         |            |      
|                                                                                  |                            | Depreciation and amortization                                                |                                                     |       | 22,231                       |         |            |       | 19,735   |        
|                                                                                  |                            | Provision for doubtful accounts                                              |                                                     |       | 2,037                        |         |            |       | 9,396    |        
|                                                                                  |                            | Benefit from deferred income taxes                                           |                                                     |       | (643                         | )       |            |       | (5,003   | )      
|                                                                                  |                            | Gain on sales of investments and disposition of property and equipment, net  |                                                     |       | (1,373                       | )       |            |       | (1,835   | )      
|                                                                                  |                            | In-process research and development, acquisition and other non-cash charges  |                                                     |       | 2,800                        |         |            |       |         |        
|                                                                                  |                            | Non-cash stock compensation                                                  |                                                     |       | 1,569                        |         |            |       | 705      |        
|                                                                                  |                            | Changes in operating assets and liabilities, net of effects of acquisitions: |                                                     |       |                              |         |            |       |          |        
|                                                                                  |                            |                                                                              | Accounts receivable                                 |       |                              | 60,382  |            |       |          | 2,186   |  
|                                                                                  |                            |                                                                              | Accounts payable and accrued liabilities            |       |                              | 3,885   |            |       |          | 15,256  |  
|                                                                                  |                            |                                                                              | Accrued compensation and related expenses           |       |                              | (33,420 | )          |       |          | (21,388 | )
|                                                                                  |                            |                                                                              | Income taxes receivable, net                        |       |                              | 5,258   |            |       |          | 13,315  |  
|                                                                                  |                            |                                                                              | Tax benefits from exercise of stock options         |       |                              | 14,515  |            |       |          | 2,801   |  
|                                                                                  |                            |                                                                              | Deferred revenues                                   |       |                              | 17,057  |            |       |          | (7,465  | )
|                                                                                  |                            |                                                                              | Other current and noncurrent assets and liabilities |       |                              | 1,976   |            |       |          | (6,912  | )
|                                                                                  |                            |                                                                              |                                                     |       |                              |         |            |      
|                                                                                  |                            | Net cash provided by operating activities                                    |                                                     |       | 140,818                      |         |            |       | 56,849   |        
|Investing Activities:                                                             |                            |                                                                              |                                                     |       |                              |         |            |      
|Purchase of available-for-sale investments                                        |                            |                                                                              | (2,373,033                                          | )     |                              |         | (1,669,407 | )    
|Proceeds from maturities and sales of available-for-sale investments              |                            |                                                                              | 2,267,094                                           |       |                              |         | 1,299,505  |      
|Purchase of property and equipment                                                |                            |                                                                              | (22,418                                             | )     |                              |         | (20,371    | )    
|Acquisitions, net of cash acquired                                                |                            |                                                                              | (29,999                                             | )     |                              |         | (296       | )    
|                                                                                  |                            |                                                                              |                                                     |       |                              |         |            |      
|                                                                                  |                            | Net cash used in investing activities                                        |                                                     |       | (158,356                     | )       |            |       | (390,569 | )      
|Financing Activities:                                                             |                            |                                                                              |                                                     |       |                              |         |            |      
|Net proceeds from sale of common stock and exercise of stock options              |                            |                                                                              | 63,732                                              |       |                              |         | 40,309     |      
|Repurchases of convertible debt, net                                              |                            |                                                                              |                                                    |       |                              |         | (10,542    | )    
|                                                                                  |                            |                                                                              |                                                     |       |                              |         |            |      
|                                                                                  |                            | Net cash provided by financing activities                                    |                                                     |       | 63,732                       |         |            |       | 29,767   |        
|Effect of foreign exchange rate changes on cash and cash equivalents              |                            |                                                                              | (1,730                                              | )     |                              |         | (5,574     | )    
|                                                                                  |                            |                                                                              |                                                     |       |                              |         |            |      
|Net increase (decrease) in cash and cash equivalents                              |                            |                                                                              | 44,464                                              |       |                              |         | (309,527   | )    
|Cash and cash equivalents at beginning of period                                  |                            |                                                                              | 433,700                                             |       |                              |         | 646,605    |      
|                                                                                  |                            |                                                                              |                                                     |       |                              |         |            |      
|Cash and cash equivalents at end of period                                        |                            | $                                                                            | 478,164                                             |       |                              | $       | 337,078    |      
|                                                                                  |                            |                                                                              |                                                     |       |                              |         |            |      
|Supplemental disclosures:                                                         |                            |                                                                              |                                                     |       |                              |         |            |      
|                                                                                  | Cash paid for interest     |                                                                              | $                                                   | 1,560 |                              |         | $          | 1,774 |         
|                                                                                  | Cash paid for income taxes |                                                                              | $                                                   | 4,473 |                              |         | $          | 5,349 |         
|                                                                                  |                            |                                                                              |                                                     |       |                              |         |            |      

See accompanying notes to condensed consolidated financial statements.





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.

|                     |  |                  |  |                                                                                                                                                                 
|-------------------- |  | ---------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated:  May 10, 2002 |  |                  |  |                                                                                                                                                                 
|                     |  | PEOPLESOFT, INC.
|                    
|                     |  | By:              |  | /S/  KEVIN T. PARKER

Kevin T. Parker
Executive Vice President,
Finance and Administration, Chief Financial Officer
(Principal Financial and Accounting Officer)