##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
  Washington, D.C.
    20549
      Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    001-33679
      PeopleSupport, Inc.
 (Exact name of Registrant as
    specified in its charter)
   Delaware(State or other jurisdiction
    of 
    incorporation or organization)

95-4695021(I.R.S. Employer
    Identification No.)   1100 Glendon Ave., Suite 1250, Los Angeles, California
    90024
 (Address of principal executive
    offices)
   (310) 824-6200
 (Registrants telephone
    number, including area code)
      þ o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



PeopleSupport,
    Inc.
  FORM 10-Q
 For
    the Quarter Ended March 31, 2008
  INDEX
  
  PagePART I  FINANCIAL
    INFORMATION


1Item 1.


Financial Statements


1Consolidated Balance Sheets as of March 31,
    2008 (unaudited) and December 31, 2007


1Consolidated Statements of Operations and Other
    Comprehensive Income for the three months ended March 31,
    2008 (unaudited) and 2007 (unaudited)


2Consolidated Statements of Cash Flows for the
    three months ended March 31, 2008 (unaudited) and 2007
    (unaudited)


3Notes to Consolidated Financial Statements
    (unaudited)


4Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


17Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk


25Item 4.


Controls and Procedures


26PART II  OTHER
    INFORMATION


27Item 1.


Legal Proceedings


27Item 1A.


Risk Factors


27Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


28Item 3.


Defaults Upon Senior Securities


28Item 4.


Submission of Matters to a Vote of Security
    Holders


28Item 5.


Other Information


28Item 6.


Exhibits


29Signature


30EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  PEOPLESUPPORT,
    INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2008


2007(Unaudited)(In thousands,except share data)ASSETSCurrent assets:Cash and cash equivalents

$
104,470


$
78,403Marketable securities


2,968



19,996Accounts receivable, net of allowance for doubtful accounts of
    $353 and $329


18,419



19,206Land held for sale


6,874



Prepaid expenses and other current assets


4,936



17,149Total current assets


137,667



134,754Property and equipment, net


25,738



33,761Marketable securities


30,151



23,326Deferred tax assets


3,292



23,366Goodwill and other intangible assets, net


8,225



8,267Other non-current assets


3,055



9,736Total assets

$
208,128


$
233,210LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
3,028


$
2,446Accrued compensation


4,739



4,218Accrued liabilities


6,710



6,965Deferred revenue


5,678



5,252Deferred tax liabilities


850



4,205Other current liabilities


66



66Total current liabilities


21,071



23,152Deferred rent


2,882



2,580Other non-current liabilities


44



47Total liabilities


23,997



25,779Commitments and contingenciesStockholders equity:Common stock; $0.001 par value; authorized
    87.0 million shares; 21.3 million and
    21.6 million shares issued and outstanding at
    March 31, 2008 and December 31, 2007, respectively


21



22Additional paid-in capital


193,911



195,472Retained earnings


(11,031
)


10,700Accumulated other comprehensive income


1,230



1,237Total stockholders equity


184,131



207,431Total liabilities and stockholders equity

$
208,128


$
233,210    1




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS
 AND OTHER COMPREHENSIVE INCOME
  Three Months Ended March 31,2008


2007(Unaudited, in thousands, except per share data)Revenues

$
35,720


$
33,597Cost of revenues (exclusive of depreciation and amortization
    expense shown below)


23,834



21,823Selling, general and administrative


8,365



8,230Depreciation and amortization


2,615



2,462Income from operations


906



1,082Interest income, net


1,232



1,474Other income (expense)


(6,462
)


1,123Income (loss) before provision (benefit) for income taxes


(4,324
)


3,679Income tax provision (benefit)


17,509



(184
)Net income (loss)


(21,833
)


3,863Foreign currency translation adjustments


13



370Unrealized gain on marketable securities


63



111Change in pension liability


(83
)


9Comprehensive income (loss)

$
(21,840
)

$
4,353Basic earnings (loss) per share

$
(1.01
)

$
0.16Diluted earnings (loss) per share

$
(1.01
)

$
0.16Basic weighted average shares outstanding


21,613



23,500Diluted weighted average shares outstanding


21,613



24,289    2




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months Ended March 31,2008


2007(Unaudited, inthousands)OPERATING ACTIVITIESNet income (loss)

$
(21,833
)

$
3,863Adjustments to reconcile net income (loss) to net cash provided
    by (used for) operating activities:Depreciation and amortization


2,615



2,462Allowance for doubtful accounts


27



589Stock-based compensation expense


1,692



1,156Amortization of deferred compensation costs






86Unrealized loss on derivatives


5,868



Deferred income taxes


16,718



(410
)Tax benefits from employee stock option exercises






(37
)Changes in operating assets and liabilities:Accounts receivable


760



(9,520
)Prepaid expenses and other assets


12,950



425Accounts payable and accrued liabilities


863



(1,564
)Deferred rent


307



217Deferred revenue


424



958Net cash provided by (used for) operating activities


20,391



(1,775
)INVESTING ACTIVITIESProceeds from sale/maturities of marketable securities


18,741



39,303Purchases of property and equipment


(1,434
)


(14,306
)Purchases of marketable securities


(8,475
)


(46,140
)Net cash provided by (used for) investing activities


8,832



(21,143
)FINANCING ACTIVITIESPayments of capital lease obligation


(5
)


(14
)Tax benefits from employee stock option exercises






37Proceeds from the exercise of stock options


166



143Repurchase of common stock


(3,317
)


Public offering costs






(168
)Net cash used for financing activities


(3,156
)


(2
)Effect of exchange rate changes on cash






(4
)Net increase (decrease) in cash and cash equivalents


26,067



(22,924
)Cash and cash equivalents, beginning of period


78,403



80,880Cash and cash equivalents, end of period

$
104,470


$
57,956NON-CASH ACTIVITIESUnrealized holding gains on marketable securities

$
63


$
111Non-cash other comprehensive income adjustment for pension
    liabilities


(83
)

$
9    3




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  Note 1.
    Description
    of Business      Note 2.
    Basis of
    Presentation  Basis
    of Presentation
  Regulation S-X.
  Reclassifications
    Use of
    Estimates
    Concentrations
    of Risk
     4




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      As of and For the Three Months Ended March 31,2008


2007Clients in order of size

% of Revenue


% of A/R, Net


% of Revenue


% of A/R, NetFirst


22
%


17
%


17
%


22
%Second


17
%


21
%


16
%


20
%Third


14
%


14
%


15
%


13
%Fourth


9
%


13
%


10
%


8
%     Revenue
    Recognition
    Cost
    of Revenues
    Impairment
    of Long-lived Assets
     5




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Goodwill
    and Other Intangible Assets
    Stock-based
    Compensation Expense
  Share-Based Payment
  Fair
    Value of Financial Instruments
      FAS 157-2,
 6




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Note 3.
    Cash,
    Cash Equivalents and Marketable Securities      Short-Term


Long-TermAmortized


Unrealized


Market


Cash & Cash


Marketable


MarketableCost


Gain (Loss)


Value


Equivalents


Securities


SecuritiesCash and cash equivalents

$
104,470


$



$
104,470


$
104,470


$



$
Government bonds


19,071



42



19,113







2,560



16,553Corporate bonds


3,391



(597
)


2,794











2,794Mortgage/asset backed securities


9,091



(93
)


8,998







408



8,590Preferred stock


2,675



(461
)


2,214











2,214Total

$
138,698


$
(1,109
)

$
137,589


$
104,470


$
2,968


$
30,151           Mortgage/AssetCorporate


Government


Backed


PreferredMaturities

Bonds


Bonds


Securities


Stock


Total1 year

$



$
2,560


$
408


$



$
2,9681 to 5 years


1,555



15,628



3,048



2,214


$
22,4455 to 10 years


1,239



487



338






$
2,06410+ years






438



5,204






$
5,642Total

$
2,794


$
19,113


$
8,998


$
2,214


$
33,119  7




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Short-Term


Long-TermAmortized


Unrealized


Market


Cash & Cash


Marketable


MarketableCost


Gain (Loss)


Value


Equivalents


Securities


SecuritiesCash and cash equivalents

$
78,403


$



$
78,403


$
78,403


$



$
Government bonds


19,102



31



19,133







18,021



1,112Corporate bonds


3,394



(367
)


3,027











3,027Mortgage/asset backed securities


18,656



(143
)


18,513







1,975



16,538Preferred stocks


3,343



(694
)


2,649











2,649Total

$
122,898


$
(1,173
)

$
121,725


$
78,403


$
19,996


$
23,326     Mortgage/AssetCorporate


Government


Backed


PreferredMaturities

Bonds


Bonds


Securities


Stock


Total1 year

$



$
18,021


$
1,975


$



$
19,9961 to 5 years


794



862



4,293



2,649


$
8,5985 to 10 years


2,233



250



164






$
2,64710+ years










12,081






$
12,081Total

$
3,027


$
19,133


$
18,513


$
2,649


$
43,322   Note 4.
    Statement
    of Stockholders Equity and Accumulated Comprehensive
    Income    Foreign


Unrealized


MinimumCurrency


Gain


PensionTranslation


(Loss) on


LiabilityAdjustment


Securities


Adjustment


TotalBalance, December 31, 2007

$
1,530


$
(1,172
)

$
879


$
1,237Quarterly change


13



63



(83
)


(7
)Balance, March 31, 2008


1,543



(1,109
)


796



1,230   Note 5.
    Computation
    of Earnings Per Share   8




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Three Months EndedMarch 31,2008


2007Options


1,304



466Common stock warrants and Restricted stock units


237



     Three Months Ended March 31,2008


2007Weighted








WeightedAverage








AverageNumber of








Number ofNet


Common


Per Share


Net


Common


Per ShareIncome


Shares


Amount


Income


Shares


AmountBasic earnings per share:

$
(21,833
)


21,613


$
(1.01
)

$
3,863



23,500


$
0.16Effect of potential common shares:Options


















722Restricted stock units


















67Diluted earnings per share

$
(21,833
)


21,613


$
(1.01
)

$
3,863



24,289


$
0.16   Note 6.
    Stock-Based
    Compensation     9




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Three Months EndedMarch 31,Stock Options


Restricted Stock Units2008


2007


2008


2007Expected volatility


65
%


51
%Dividends yield


0
%


0
%Expected term


4.7



4.6



2.0



2.0Risk free interest rate


2.5
%


4.5
%   Three Months EndedMarch 31,2008


2007(In thousands)Net proceeds from stock options exercised

$
166


$
143Tax benefits related to stock options exercised






37Intrinsic value of stock options exercised


69



481     Weighted


WeightedAverage


Remaining


AggregateOptions


Exercise


Contractual


IntrinsicOutstanding


Price


Term (Years)


Value(In thousands)








(In thousands)Balance at December 31, 2007


1,853


$
10.93



8.0


$
7,225Granted


78



11.61Forfeited


(110
)


14.20Expired


(8
)


14.03Exercised


(17
)


9.68Balance at March 31, 2008


1,796


$
10.85



7.7


$
2,338   WeightedAverage


WeightedRestricted


Grant


Remaining


AggregateStock Units


Date Fair


Contractual


IntrinsicOutstanding


Value


Term (Years)


Value(In thousands)








(In thousands)Balance at December 31, 2007


917


$
12.26



2.3


$
12,539Granted


3



11.51Canceled


(3
)


11.00Released


(18
)


12.51Balance at March 31, 2008


899


$
12.26



4.0


$
8,198    10




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Three Months EndedMarch 31,2008


2007Cost of revenues

$
301


$
402Selling, general & administrative


1,391



754$
1,692


$
1,156   Note 7.
    Pension
    Plan    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2008


2007Service cost

$
12


$
197Interest cost


3



23Expected return on plan assets


(14
)


Amortization of net transition obligation


1



Amortization of net actuarial gain (loss)


(84
)


7Net periodic benefit cost (income)

$
(82
)

$
227     Note 8.
    Income
    Taxes     11




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Accounting
    for Uncertainty in Income Taxes
  Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109 Accounting for Income Taxes
    and/or
  Note 9.
    Segment
    and Geographic Information  U.S.-based
    Three Months EndedMarch 31,2008


2007Revenue:U.S.

$
33,268


$
33,474Foreign


2,452



123Total revenue

$
35,720


$
33,597   As of


As ofMarch 31,


December 31,2008


2007Total assets:U.S.

$
125,284


$
159,511Philippines


81,245



71,998Costa Rica


1,599



1,701Total assets

$
208,128


$
233,210  12




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Note 10.
    Commitments    OperatingYears Ending December 31,

Leases2008

$
5,6592009


6,1162010


6,3932011


5,4852012


4,591Thereafter


14,937Total

$
43,181     Note 11.
    Contingencies      Note 12.
    Property
    Company    Note 13.
    Line of
    Credit   13




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Note 14.
    New
    Accounting Pronouncements  Disclosures about Derivative Instruments and Hedging
    Activities, ,
  Business Combinations Accounting for Income Taxes Goodwill and
    Other Intangible Assets
  Non-controlling Interests
    in Consolidated Financial Statements Consolidated Financial Statements
 14




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  FIN 39-1, Amendment of FASB Interpretation No. 39 FIN 39-1. FIN 39-1 FIN 39-1 39-1,
  Note 15.
    Stock
    Repurchase Program        Note 16.
    Related
    Party Transactions    Note 17.
    Stockholder
    Rights Plan    Note 18.
    Fair
    Value Disclosures  Fair Value Measurements The Fair
    Value Option for Financial Assets and Financial Liabilities
 15




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
            As of March 31, 2008Total


Level 1


Level 2


Level 3(Unaudited, in thousands)Marketable securities  short term

$
2,968


$



$
2,968


$
Marketable securities  long term

$
30,151


$



$
15,151


$
15,000Total assets

$
33,119


$



$
18,119


$
15,000     FAS 157-2,
    Three Months EndedMarch 31, 2008(Unaudited, in thousands,Marketable securities)Changes in fair value included in net income:Other income

$
123   Note 19.
    Land Held
    for Sale   16




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##### Table of Contents



PEOPLESUPPORT,
    INC. AND SUBSIDIARIESFORM 10-Q
    FOR THE QUARTER
    ENDED MARCH 31, 2008
  CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
  This report on
    Form 10-Q
    contains forward-looking statements within the meaning of the
    federal securities laws that involve material risks and
    uncertainties, including, without limitation, statements about
    the Companys expectations regarding its revenues, clients,
    expenses, anticipated cash needs, estimates regarding its
    capital requirements and its needs for additional financing. The
    Company generally identifies forward-looking statements by using
    such terms as may, will,
    could, should, potential,
    continue, expect, intend,
    plan, estimate, anticipate,
    believe or similar phrases or the negatives of such
    terms. The Company bases these statements on its beliefs as well
    as assumptions the Company made using information currently
    available. These forward-looking statements are subject to
    risks, uncertainties and assumptions, including those identified
    below in Managements Discussion and Analysis of
    Financial Condition and Results of Operations  Risk
    Factors, as well as other matters not yet known or not
    currently considered material. Should one or more of these risks
    or uncertainties materialize, or should underlying assumptions
    prove incorrect, actual results may vary materially from those
    anticipated, estimated or projected. These risks, uncertainties
    and assumptions include, but are not limited to, the
    Companys dependence on a limited number of clients,
    negative public reaction to offshore outsourcing and the effect
    of recently proposed legislation, competitive conditions in the
    markets the Company serves, its ability to manage its growth,
    the risks associated with operations in the Philippines and
    Costa Rica, and other risks discussed in Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Risk Factors in this report and in
    the latest report on
    Form 10-K
    filed with the Securities and Exchange Commission
    (SEC). These forward-looking statements represent
    the Companys estimates and assumptions only as of the date
    of this report and, unless required by law, the Company does not
    undertake any obligation to update or revise these
    forward-looking statements. You should, however, review the
    factors and risks the Company describes in other reports and
    registration statements that it files from time to time with the
    SEC.
  All references to PeopleSupport, we,
    our, or the Company mean PeopleSupport,
    Inc. and its subsidiaries, except where it is clear from the
    context that such terms mean only this parent company and
    excludes subsidiaries.
  Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
  U.S.-based
  e-mail,
 17




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##### Table of Contents



Sources
    of Revenues
    
    time-delineated or production-based fees, including hourly or
    per minute charges and charges per interaction or transaction,
    and training fees, all of which are separately negotiated on an
    individual client basis; and
    implementation fees, including revenue associated with the
    installation and integration of new clients into the
    Companys telecommunications, information technology and
    client reporting structures.    Three MonthsEndedMarch 31,2008


2007Time-delineated
    or
    production-based
    fees

$
33,788


$
31,784Set-up and
    training fees


1,426



1,305Other


506



508Total

$
35,720


$
33,597   U.S.-based
    Key
    Expense Categories
  Cost of revenues.
    Selling, general and administrative.
  Depreciation and amortization.
 18




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##### Table of Contents



Critical
    Accounting Policies and Estimates
    Revenues
    and Deferred Revenue Recognition
  Revenue Recognition in Financial
    Statements Revenue Recognition
      Accounting
    for Stock-based Awards
      Accounting
    for Income Taxes
  Accounting for Income Taxes.
   19




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##### Table of Contents



Accounting for Uncertainty
    in Income Taxes  an Interpretation of FASB Statement
    No. 109, Accounting for Income Taxes
  Long-lived
    Asset Impairment
        Recent
    Accounting Pronouncements
  Disclosures about Derivative Instruments and Hedging
    Activities, ,
  Business Combinations
 20




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##### Table of Contents



Accounting for Income Taxes Goodwill and
    Other Intangible Assets
  Non-controlling Interests
    in Consolidated Financial Statements Consolidated Financial Statements
  FIN 39-1, Amendment of FASB Interpretation No. 39 FIN 39-1. FIN 39-1 FIN 39-1 FIN 39-1,
  Summary
    Financial Results
     21




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##### Table of Contents



Results
    of Operations
    Three Months EndedMarch 31,2008


2007Revenues


100.0
%


100.0
%Cost of revenues (exclusive of depreciation and amortization
    expense shown below)


66.7
%


65.0
%Selling, general, and administrative


23.4
%


24.5
%Depreciation and amortization


7.3
%


7.3
%Income from operations


2.6
%


3.2
%Interest income, net


3.4
%


4.4
%Other income (expense)


(18.1
)%


3.4
%Income (loss) before provision (benefit) for income taxes


(12.1
)%


11.0
%Income tax provision (benefit)


49.0
%


(0.5
)%Net income (loss)


(61.1
)%


11.5
%   Three
    Months Ended March 31, 2008 compared with Three Months
    Ended March 31, 2007
  Revenues
      Cost
    of Revenues
     22




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##### Table of Contents



Selling,
    General and Administrative
      Depreciation
    and Amortization
    Interest
    Income
    Other
    Income
    Provision
    for Income Taxes
    Liquidity
    and Capital Resources
   23




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##### Table of Contents



Operating
    Activities
    Investing
    Activities
        Financing
    Activities
     24




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##### Table of Contents



Off-Balance
    Sheet Arrangements
  Line
    of Credit
    Contractual
    Obligations
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Foreign
    Currency Exchange Risk
      Interest
    Rate Sensitivity
      Inflation
    Rate Sensitivity
   25




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##### Table of Contents



Item 4.
    Controls
    and Procedures  Evaluation of disclosure controls and
    procedures. Rule 13a-15(e) Rules 13a-15(e) 15d-15(e)
  Changes in internal control over financial
    reporting. Rule 13a-15(f) Form 10-Q
 26




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##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings      Item 1A.
    Risk
    Factors  Form 10-Q Form 10-Q. Form 10-K 10-K 10-K
  Our
    revenues are highly dependent on three major clients that
    collectively accounted for 53% of our revenues for the quarter
    ended March 31, 2008, and any loss of business from our
    major clients would reduce our revenues and seriously harm
    us.
    Our
    investments in marketable securities are subject to risks which
    may cause losses.
     27




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##### Table of Contents



Our
    current tax holidays in the Philippines may not be
    extended.
    Inability
    to maintain effective hedges may expose us to significant
    foreign currency risk.
    Substantial
    future sales of our common stock in the public market could
    cause our stock price to fall. The sale of additional equity
    securities by us would result in further dilution to our
    stockholders.
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds        Dollar Value ofAverage Price





Remaining SharesNumber of


Per Share





That May Yet BeShares


(Excluding


Purchase


Purchased UnderPurchased


Commissions)


Price


The Plans or Programs(In thousands, except per share data)Repurchased shares March 1  March 31, 2008


370


$
8.75


$
3,241


$
21,748Total


370


$
8.75


$
3,241


$
21,748   Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information     28




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##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber31
.1

Rule 13a-14(a)
    Certification of Chief Executive Officer of the Company in
    accordance with Section 302 of the Sarbanes-Oxley Act of
    200231
.2

Rule 13a-14(a)
    Certification of Chief Financial Officer of the Company in
    accordance with Section 302 of the Sarbanes-Oxley Act of
    200232
.1*

Section 1350 Certification of Chief Executive Officer of
    the Company in accordance with Section 906 of the
    Sarbanes-Oxley Act of 200232
.2*

Section 1350 Certification of Chief Financial Officer of
    the Company in accordance with Section 906 of the
    Sarbanes-Oxley Act of 2002     *
    
    The material contained in this exhibit is not deemed
    filed with the SEC and is not to be incorporated by
    reference into any filing of the Registrant under the Securities
    Act of 1933 or the Securities Exchange Act of 1934, whether made
    before or after the date hereof and irrespective of any general
    incorporation language contained in such filing, except to the
    extent that the Registrant specifically incorporates it by
    reference. 29




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##### Table of Contents



SIGNATURE    PeopleSupport, Inc.
  By:
    /s/  CAROLINE
    ROOK   Chief Financial Officer
 (Principal Financial and Accounting Officer)
 30