Exhibit 99.1

PEOPLESOFT, INC.

Transcript of Conference Call held by PeopleSoft, Inc. on July 27, 2004 and
supplement.

The transcript for the registrant's conference call which was broadcast on
July 27, 2004 at 3:00 p.m., Pacific Standard Time, that is being furnished
herewith, has been supplemented to present the GAAP information below with at
least equal prominence as non-GAAP information as required by Instruction 2 to
Item 12 of Form 8-K. A reconciliation of the non-GAAP financial measures to the
GAAP financial measures is included in Exhibit 99.2.

GAAP Financial Measures

- The GAAP license margin as a percentage of total revenues was 81%
for the second quarter of 2004. The pro forma license margin in the
transcript below has been presented in order to exclude the effects
of the amortization of capitalized software associated with the
acquisition of J.D. Edwards & Company (J.D. Edwards).

- The GAAP maintenance revenues for the second quarter of 2004 and the
first quarter of 2004 were $302.2 million and $296.9 million. Pro
forma maintenance revenues are presented in the transcript below so
that results can be viewed without the revenue impact of the
deferred maintenance write-down to fair value.

- The GAAP service margin as a percentage of revenues is 56% for the
second quarter of 2004 and 56% for the first quarter of 2004. The
pro forma service margins are presented in the transcript below so
that results can be viewed without the revenue impact of the
deferred maintenance write-down to fair value and intangibles
amortization associated with the acquisition of J.D. Edwards.

- GAAP total revenue is $647.3 million for the second quarter of 2004.
Pro forma total revenue is presented in the transcript below so that
results can be viewed without the revenue impact of the deferred
maintenance write-down to fair value.

- GAAP operating expenses for the second quarter of 2004 and the first
quarter of 2004 were $632.9 million and $610.2 million. Pro forma
operating expenses have been provided in the transcript below so
that results can be viewed without the impact of restructuring
charges, Oracle response costs and capitalized software and
intangible asset amortization associated with the
acquisition of J.D. Edwards.

- GAAP sales and marketing expenses for the second quarter of 2004 and
the first quarter of 2004 were $176.6 million and $169.2 million.
Pro forma sales and marketing expenses have been provided in the
transcript below

so that results can be viewed without the impact of Oracle response
costs and intangible asset amortization associated with the
acquisition of J.D. Edwards.

- GAAP sales and marketing expenses were 27% and 26% of total revenues
for the second quarter of 2004 and the first quarter of 2004. Pro
forma sales and marketing expenses as a percentage of total revenues
have been provided in the transcript below so that results can be
viewed without the revenue impact of the deferred maintenance
write-down to fair value, the impact of Oracle response costs and
intangible asset amortization associated with the acquisition of
J.D. Edwards.

- GAAP product development expenses for the second quarter of 2004 and
the first quarter of 2004 were $137.9 million and $127.4 million.
Pro forma product development expenses have been provided in the
transcript below so that results can be viewed without the impact of
intangible asset amortization associated with the acquisition of
J.D. Edwards.

- GAAP product and development expenses were 21% and 20% of total
revenues for the second quarter of 2004 and the first quarter of
2004. Pro forma product development expenses as a percentage of
total revenues have been provided in the transcript below so that
results can be viewed without the revenue impact of the deferred
maintenance write-down to fair value and intangible asset
amortization associated with the acquisition of J.D. Edwards.

- GAAP general and administrative expenses for the second quarter of
2004 and the first quarter of 2004 were $63.2 million and $59.1
million. Pro forma general and administrative expenses have been
provided in the transcript below so that results can be viewed
without the impact of Oracle response costs.

- GAAP general and administrative expenses were 10% and 9% of total
revenues for the second quarter of 2004 and the first quarter of
2004. Pro forma general and administrative expenses as a percentage
of total revenues have been provided in the transcript below so that
results can be viewed without the revenue impact of the deferred
maintenance write-down to fair value and the impact of Oracle
response costs.

- GAAP operating income for the second quarter of 2004 and the first
quarter of 2004 is $14.3 million and $32.9 million. Pro forma
operating income is presented in the transcript below so that
results can be viewed without the revenue impact of the deferred
maintenance write-down to fair value, restructuring charges,
capitalized software and intangible asset amortization associated
the acquisition of J.D. Edwards and Oracle response costs.

- The GAAP operating margins as a percentage of total revenues is 2.2%
for the second quarter of 2004 and 5.1% for the first quarter of
2004. The pro forma operating margins are presented in the
transcript below so that results can be viewed without the revenue
impact of the deferred maintenance write-down to fair value,
restructuring charges, capitalized software and intangible asset
amortization associated the acquisition of J.D. Edwards and Oracle
response costs.

- GAAP net income for the second quarter of 2004 and the first quarter
of 2004 is $11 million and $24.2 million. Pro forma net income is
presented in the transcript below so that results can be viewed
without the revenue impact of the deferred maintenance write-down to
fair value, restructuring charges, capitalized software and
intangible asset amortization associated the acquisition of J.D.
Edwards and Oracle response costs.

- GAAP earnings per share is three cents per share for the second
quarter of 2004. Pro forma earnings per share is presented in the
transcript below so that results can be viewed without the revenue
impact of the deferred maintenance write-down to fair value,
restructuring charges, capitalized software and intangible asset
amortization associated the acquisition of J.D. Edwards and Oracle
response costs.

FINAL TRANSCRIPT

CONFERENCE CALL TRANSCRIPT

PSFT - Q2 2004 PEOPLESOFT EARNINGS CONFERENCE CALL

EVENT DATE/TIME: JUL. 27. 2004 / 6:00PM ET
EVENT DURATION: 59 MIN

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(C) 2004 2002 Thomson Financial. Republished with permission. No part of this
publication may be reproduced or transmitted in any form or by any means without
the prior written consent of Thomson Financial.

FINAL TRANSCRIPT
- --------------------------------------------------------------------------------
PSFT - Q2 2004 PEOPLESOFT EARNINGS CONFERENCE CALL
- --------------------------------------------------------------------------------

CORPORATE PARTICIPANTS

BOB OKUNSKI
PeopleSoft - VP of IR

CRAIG CONWAY
PeopleSoft - President, CEO

KEVIN PARKER
PeopleSoft - CFO, SVP Finance & Administration

PRESENTATION

OPERATOR

Welcome to the PeopleSoft's 2004 second quarter earnings conference call. All
lines will be in a listen-only mode until the question-and-answer session of the
conference. This conference is being recorded on behalf of PeopleSoft. And
replays of this conference will be available for 7 days following the call by
calling 1-800-685-0305. There is no pass code needed for the replay. I will now
turn the meeting over to Mr. Bob Okunski, PeopleSoft's Vice President of
Investor Relations. Sir, you may begin your conference.

BOB OKUNSKI - PEOPLESOFT - VP OF IR

Thanks, Wendy. Good afternoon, everyone, and welcome to PeopleSoft's second
quarter 2004 earnings conference call. This is Bob Okunski, Vice President of
Investor Relations here at PeopleSoft. Joining me today are Craig Conway,
PeopleSoft's President and CEO, and Kevin Parker, PeopleSoft's Chief Financial
Officer.

Before beginning today's discussions, I need to spend a few minutes reminding
you of the Safe Harbor limitations of our discussions. This afternoon's
discussions may contain forward-looking statements about PeopleSoft's goals,
expectations, and predictions for both future activities and financial results.
You are cautioned that these forward-looking statements are only predictions and
that they may differ materially from actual events or results. All of our
forward-looking statements are as of the date and time of this call. And that
PeopleSoft undertakes no obligation to update or revise them at any point in the
future.

All forward-looking statements made during today's discussions are subject to a
number of risks, assumptions and uncertainties that could cause actual results
to differ materially from those projected in such forward-looking statements.
These risks, assumptions and uncertainties include, but are not limited to, the
cost and disruption to our business arising from the Oracle tender offer; the
publicity in the United States Department of Justice lawsuit against Oracle and
the unknown outcome of that suit; our ability to successfully complete the the
integration of J.D. Edwards into PeopleSoft and to achieve anticipated
synergies; economic and political conditions in the U.S. and abroad; the ability
to complete and deliver products and services within the estimated time frames
and budgets; the ability to manage expenses effectively; the ability to achieve
revenue from products and services that are under development; the competitive
environment and pricing pressures, and other risks referenced from time to time
in PeopleSoft's filings with the Securities and Exchange Commission. Please
refer to PeopleSoft's current reports on Form 10-K and 10-Q for more information
on some of the other risk factors that could cause our actual results to

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differ from our expectations, and other such forward-looking statements made
during this conference call.

During the course of this presentation, we will also reference certain non-GAAP
financial measures. The Company utilizes these non-GAAP financial measures in
analyzing financial results because we believe that they are useful to investors
and management in evaluating the Company's ongoing financial performance. These
non-GAAP financial measures facilitate making historical comparisons that
exclude the impact of certain events, such as the impact of the acquisition of
J.D. Edwards, restructuring charges, and other costs associated with responding
to Oracle's hostile tender offer. These events might otherwise obscure the
results of our ongoing business activities when compared to our competitors or
our own historical performance.

Non-GAAP financial measures are not prepared in accordance with Generally
Accepted Accounting Principles and should not be considered as a substitute for
or superior to measures of financial performance in accordance with GAAP. A
reconciliation of non-GAAP to GAAP financial measures is included in today's
presentation will be available on our website after this call at
www.peoplesoft.com.

Finally, PeopleSoft has filed a solicitation recommendation statement on
schedule 14D-9 regarding Oracle's tender offer. PeopleSoft's stockholders should
read this schedule 14D-9 and its amendments. These documents contain important
information on the tender offer. The schedule 14D-9 and other public filings
made by PeopleSoft with the SEC are available without charge from the SEC's
website at www.sec.gov, and from PeopleSoft at www.peoplesoft.com. With that,
now let me turn the call over to Craig.

CRAIG CONWAY - PEOPLESOFT - PRESIDENT AND CEO

Thank you, Bob. Good afternoon, everybody. As you know, PeopleSoft did not meet
our financial guidance in Q2. When that happens, an earnings call usually starts
with the words, "we were disappointed." I'm not going to start with those words
today, although I am going to end with them. Instead, I would like to start with
a review of the past year, and then direct my comments specifically to Q2. In
June, 2003, we announced the acquisition of J.D. Edwards, creating the second
largest provider of enterprise application software in the world. The
acquisition of J.D. Edwards provided compelling benefits to PeopleSoft,
including a very strong manufacturing product line.

With more manufacturing sites in the United States than SAP; vertical expertise
in asset-intensive industries to compliment PeopleSoft's leadership in
service-intensive industries; mid-market expertise as J.D. Edwards was the
largest provider of business application software to companies less than $1
billion per year of revenue; and finally, greater international scale. Those
were the original design objectives behind our acquisition of J.D. Edwards. We
felt then, as we do now, that this combination was a good investment for our
shareholders that would return greater earnings per share through a combination
of increased revenue and decreased costs.

Of course, following our announcement in June, 2003, PeopleSoft was the target
of a hostile tender offer. A hostile tender offer would be disruptive under any
condition. But Oracle's extremely aggressive statements threatening the future
of our products, and the future of our employees that support our products, made
our original design objectives seem very unlikely. It was only natural to wonder
whether software contemplated to run a business for 10 or more years could even
be sold when the future of that software and the people that support that
software was in question.

But we did start to achieve the design objectives beginning immediately in Q2,
2003. At that time, some analysts thought we had somehow pulled orders forward
into the second quarter. But we exceeded our original guidance again in the next
quarter, Q3 2003. Same speculation about that quarter's results, until we
exceeded our guidance again in Q4, 2003. And again, as we met our original
guidance in Q1, 2004. The ability of PeopleSoft to achieve our original design
objectives, despite the most aggressive statements by Oracle regarding our
products and the employees that support our products, can only speak to the
strength of the combined Company and the value it represents to customers. But
even with a deliberate campaign of doubt and uncertainty over a prolonged period
of time, many existing PeopleSoft customers, and even new customers, still moved
forward with software purchases.

And so that's why the word "disappointed" just doesn't seem appropriate on this
earnings call or at least in this context. That doesn't mean that our business
has not been impacted or that we're very happy about it. You will recall that on
every earnings call I have commented with some frustration how much greater our
financial results could have been without the cloud of uncertainty. The impact
on our business of delayed or lost sales has been significant. But our strong
financial results in the past year under under these circumstances, offer a
glimpse of how much more powerful PeopleSoft will be when we're not under these
conditions.

So let me talk more specifically about what happened in Q2. As I said in the
preannouncement, the extensive media coverage of the United States of America
versus Oracle trial in the last 30 days of our quarter was simply too much to
overcome. This was a trial that appeared in newspapers literally every day
around the world. This was a trial at which Oracle strongly reiterated its
intentions to discontinue sales of our products and terminate our employees. It
was the elephant in the room in every selling situation with every customer in
the third month of our quarter.

The trial was the elephant in the room. And it was a concern for every CIO, CFO,
and CEO, and it did not just impact license

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revenue. We believe it also impacted professional service revenue, as customers
began to delay implementing software they had already licensed, pending the
completion of the trial. Some analysts have wondered if there is more at work
here than just the trial. There certainly is more at work in our industry. The
economic recovery continues to be slow and technology spending is still under
scrutiny. There is an election. There is the price of oil. There is the war.
There are interest rates. Sarbanes-Oxley 404 compliance is consuming enormous
attention and companies are deferring other technology projects. All of these
things probably impact spending for enterprise software and they're all factors
for PeopleSoft as well. But those factors were not the elephant in the room for
PeopleSoft in Q2. It was the trial and the prolonged uncertainty.

Some analysts have also wondered whether PeopleSoft is realizing full value from
our acquisition of J.D. Edwards. The answer is generally yes. Our cross-selling
into each other's customer base is actually ahead of plan. Financial synergy or
cost savings are also ahead of plan. Enterprise license revenue had been ahead
of plan but dropped below plan in Q2, along with the enterprise license revenue
for the reasons I've mentioned regarding the trial. A decision in the trial is
the elephant in the room for PeopleSoft right now and with that decision, we can
return to competing in the marketplace on an even playing field. That's what
we're looking forward to doing, returning to the market on an even playing
field. In the meantime, SAP is clearly a beneficiary of the hostile tender
offer. There is nothing more to SAP's results in my mind right now than the
obvious.

I said when I started my remarks that the word "disappointment" didn't feel
appropriate, at least considering our performance over the past year. Our
financial results, even in this past quarter, with the additional disruption of
the trial, still achieved a base level that I think is remarkable, considering
the circumstance. I view our performance under these difficult circumstances as
an indication of what is to come when orders that have been delayed begin to be
released again and implementations that have not begun are finally initiated.

Disappointed? Yes, I would say we're disappointed with the length of time it has
taken to resolve the hostile tender offer. We believe that Oracle e-mails and
other evidence finally revealed in the trial, clearly shows a deliberate
campaign to harm our business. The company, the campaign that Oracle code named
their "twist in the wind" strategy. That's disappointing. But at the same time,
we're very encouraged by a number of things. The support of our existing
customers, and more than 100 new customers every single quarter that move
forward with PeopleSoft in confidence. In fact, in Q2, we signed more than 160
new customers to PeopleSoft.

We're encouraged by the dedication of our employees who will not bend, let alone
break, under these conditions. We're encouraged by signs that we believe point
to strong financial performance when a decision is announced in this case. In
fact, even under the difficult conditions of the past 6 months, PeopleSoft still
continued to deliver higher earnings per share to our shareholders than the same
period last year.

PeopleSoft is a category leader in enterprise business software, with the
resolve to deliver on our original design objectives, and a commitment to attain
the highest value for our shareholders, our customers, and our employees. In
short, don't doubt our resolve or the upside of this Company when we are on a
level playing field. Kevin?

KEVIN PARKER - PEOPLESOFT - CFO AND SVP FINANCE & ADMINISTRATION

Thanks, Craig. Q2 was a challenging quarter. As Craig mentioned, the extensive
publicity surrounding the Oracle anti-trust trial increased customer uncertainty
and a significant impact on our ability to achieve our Q2 license revenue
guidance. The additional publicity certainly impacted us in several ways.

First, it delayed significant orders. In June, we had several large deals we had
expected to get closed, get delayed by customers, presumably until the trial was
over. We also saw that many licensed transactions we did close were delayed
until the very end of the quarter. In fact, we received nearly 50% of our
licensed contracts on the last two days of the quarter, with many received late
on June 30, including contacts that were received too late to configure and
ship. We also believe the publicity from the trial resulted in smaller deal
sizes and larger discounting. Finally, we lost several deals to competitors
where customers voiced specific concerns about the future of PeopleSoft
applications in the face of the hostile tender offer and anti-trust trial
publicity.

It is very clear to us that the daily drumbeat of publicity around the
anti-trust trial in June increased customer uncertainty at the most critical
time in the quarter. It is equally clear that it was the largest influence on
our Q2 license revenue. When we gave our license revenue guidance in -- for Q2,
we were explicit. We did not attempt to handicap our outlook for the impact of
the anti-trust trial or the related publicity. We also acknowledged at the time
that there would potentially be an impact, especially on our license revenue,
but that impact was impossible to predict. Yet given all of the adverse
publicity uncertainty at the end of the quarter, I think our results are
impressive. Here are some of the details.

Q2 license revenue was $130 million. In Q2, we saw continued penetration in our
core industry verticals, licensed revenues from both the manufacturing and
distribution vertical, and the public services healthcare vertical each
increased nearly 20% respectively from the prior quarter. Our public service and
healthcare business demonstrated solid traction contributing nearly 30% of our
Q2 license revenue, as well as two of the largest deals in the quarter. In Q2,
new customer license revenue as a percentage of total license revenue was 26%,
consistent with the prior quarter.

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We continued to leverage our expanded product offering across the Enterprise and
Enterprise One product lines. In Q2 we saw more than 20 transactions during the
quarter where a customer purchased products from both Enterprise and Enterprise
One product lines at the same time, accounting for more than 15% of our Q2
license revenue. We are also pleased with our upselling results for Q2 as more
than 50 of our 100 largest deals involve purchases of additional applications to
expand existing PeopleSoft implementations for existing customers. For the
quarter we had 23 deals greater than $1 million, with 1 deal in excess of $5
million. As Craig mentioned, we also added 160 new customers in the quarter up
from 120 in Q1.

On a geographic basis, the U.S. accounted for 57% of our license revenue and
international accounted for 43%. On a sequential basis, we saw approximately 5%
growth in the U.S. that was offset by a similar decline internationally,
primarily in Europe. Our new customer ASP for the quarter was $346,000, down
from $382,000 in Q1. The decline in average selling prices, while modest, was
the result of a few factors. Some of our largest deals in the quarter were to
existing customers. In addition, it's our opinion that the reduction of ASPs was
also the result of uncertainty caused by the anti-trust trial and the related
publicity, as we had to get larger discounts in certain cases and close smaller
deal sizes than initially anticipated.

We're also pleased to see that the total number of multi-product deals rose more
than 20% sequentially. The multi-product deal is a deal where a customer buys
more than one product family within the enterprise product line, such as human
capital management, financials or supply chain, or purchased across the
Enterprise, Enterprise One, or World product lines. We're encouraged with our
continuing success in this area and believe that it offers an opportunity for
solid growth in the future.

For the quarter, license margins were 90%, down slightly from 91% in Q1.
Professional service revenue, which consists of consulting, training, and
hosting revenue, was $215 million, unchanged from Q1. Our utilization rates were
up slightly compared to Q1, and our average billing rates were in excess of $180
an hour, consistent with recent history. Net of the purchase accounting
write-down, Q2 maintenance revenue rose 2% compared to Q1. The sequential
increase was the direct result of the reduction of revenue impact of the
deferred maintenance write-down, the fair value for the quarter, when compared
to Q1. In Q2, the J.D. Edwards deferred maintenance adjustment was $14.9
million, a decrease of $9.5 million from the Q1 adjustment of $24.4 million.

Excluding the revenue impact of the acquisition-related deferred maintenance
write-down to fair value, our first quarter maintenance revenues would have been
$317 million, a slight decline from Q1. The sequential decline is due to the
expiration of the supplemental support period for older versions of PeopleSoft,
with a corresponding reduction in maintenance revenue, the unfavorable impact of
foreign exchange rates, and the absence of one-time integration benefits
recorded in Q1, and a slight decline in same-quarter maintenance revenue due to
the increased seasonality in Q2. It is noteworthy that the level of maintenance
revenue impacted by cancellations decreased in Q2, and it had a slightly
favorable effect on Q2 maintenance revenue.

Our Q2 service margins remain strong and consistent with prior quarters.
Excluding the impact of purchase accounting on deferred maintenance revenue, the
pro forma margin on services for the quarter was 59%, down from 60% in Q1. On a
GAAP basis, including the deferred maintenance write-down, the margins were 56%
for the quarter, flat with Q1. Total revenue for the first quarter of 2004 was
$647 million. Excluding the impact of the deferred maintenance write-down, Q2
revenue was $662 million, in line with our preannouncement guidance.

Before we begin our discussion of expenses I want to remind everyone on the call
that beginning in Q2, we're excluding the Oracle-related costs from our pro
forma operating expenses and pro forma income statistics. These costs, which
we've been forced to incur for over a year now, now total more than $70 million.
In Q2 alone, they were $17 million. In order to provide for the best comparison
to our current results, we've adjusted our historical pro forma amounts to
conform to the current pro forma presentation. Consistent with prior periods,
our pro forma operating expenses also exclude restructuring charges and those
charges related to the purchase accounting adjustments and other charges arising
from the acquisition of J.D. Edwards. Our reconciliation of pro forma to GAAP
results is available on our website at peoplesoft.com.

Our second quarter pro forma operating expenses were $585 million, compared to
$562 million in Q1, a 4% sequential increase. Q2 pro forma sales and marketing
expenses were $172 million, up 4% sequentially, primarily due to an increase in
advertising during the quarter, as well as costs associated with our leadership
summit conference. These increased costs were partially offset by a reduction in
commission expenses and a decrease in our payroll taxes.

Pro forma sales and marketing expenses was 26% of total revenue, consistent with
recent quarters, as a percentage of revenues. Pro forma product development
expenses were $135 million, up 8% versus Q1, as recorded an overall increase in
quarterly bonus expenses, offset in part by a reduction in payroll taxes. As a
percentage of total revenue, product development expenses were in line with
historical averages, at 20%. Pro forma G&A expenses were $46 million, up less
than 1% compared with last quarter. As a percentage of revenues, G&A was 7%,
flat sequentially and consistent with our recent historical averages.

Our Q2 pro forma operating income declined $28 million, or approximately 26% to
$77 million, from $105 million in Q1. While our revenues were down slightly from
Q1, the decline in our operating income is driven primarily by an increase in
our

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marketing employee compensation expenses during the quarter. Pro forma operating
margin as a percentage of revenues was 11.7% compared with 15.8% in Q1 of 2004.

Other income, consisting primarily of interest income and foreign exchange gains
and losses, was $3 million in Q2. Other income decreased from the prior quarter,
primarily as a result of slightly higher foreign currency impact in Q2, and the
impact of one-time credits for tax refunds we received in Q1. Our Q2 pro forma
tax rate was 36.9% and the GAAP tax rate was 35.5%. Our Q2 pro forma net income
was $51 million, compared with $71 million in Q1 of 2004. The decrease in pro
forma net income was directly related to the slightly higher expenses recorded
this quarter, and a reduction in interest income. Q2 pro forma earnings per
share for the quarter were 14 cents.

Reported GAAP results for the second quarter include amounts related to our J.D.
Edwards acquisition for the amortization of capitalized software and other
intangibles and restructuring charges. Also included is $17 million in costs
directly related to the Oracle hostile tender offer. On a GAAP basis, Q2 net
income was $11 million, or a 3 cents per share.

Focusing on our balance sheet and cash flow, at June 30th, our cash and
investment balances were $1.6 billion, up 2% versus Q1. The increase in cash is
a direct result of our strong positive operating cash flow. Operating cash flow
for the quarter was $89 million, compared with operating cash flow of $116
million in Q1 of 2004. The reduction in cash flow from Q1 was driven primarily
by a seasonal reduction in collections, from Q1 driven by higher Q4 revenues,
offset in part by an increase in accrued compensation and related liabilities.

We're happy with our cash collections efforts for the quarter as our Q2 DSO was
55 days, consistently below our 60-to-70 day benchmark. Total deferred revenues
of June 30 increased $22 million to $788 million. Net deferred license revenue
was less than $10 million and continued to comprise less than 1% of total
deferred revenues. Deferred maintenance and service revenues were $783 million.

As we've noted for the past few quarters, purchase accounting requires us to
write down the J.D. Edwards deferred maintenance balance to fair value as of the
acquisition date. Amortization of the required write-down was $15 million in Q2.
Of the original acquisition date write-down of $147 million, approximately $140
million has been amortized to date. We expect the Q3 amortization to be
approximately $3 million, with the remaining $4 million unamortized balance to
be recognized through 2007. The deferred maintenance balance will continue to
grow as new maintenance agreements are signed and as customers renew their
existing maintenance agreements in coming quarters.

Capitalized software, net of amortization, decreased by $15 million in the
second quarter, to $204 million. The balance consisted almost exclusively of
acquired capitalized software with significant majority coming from the J.D.
Edwards transaction. Capitalized software from J.D. Edwards is being amortized
ratably over five years resulting in quarterly amortization of approximately $10
to $15 million through Q3 of 2008.

Q2 capital expenditures were approximately $74 million. As we mentioned last
quarter, we expected to terminate several synthetic leases we inherited through
the J.D. Edwards acquisition and consolidate those facilities on our balance
sheet. In Q2, the first of those leases required a cash disbursement of
approximately $59 million and a corresponding increase in our fixed assets.

Excluding this disbursement, capital expenditures were $15 million, consistent
with Q1. In the coming quarters we anticipate that we will have additional
disbursements as we consolidate the remaining synthetic leases on to our balance
sheet. In total, the impact will be approximately a $63 million increase in our
fixed assets between now and year-end. We do not anticipate there will be a
material P&L impact as a result.

Turning to the Customer Assurance Program, as of June 30, the maximum potential
liability associated with our Customer Assurance Program increased by $50
million to approximately $2 billion. The $50 million increase is a net number
that takes into account new additions to the program during Q2, offset by
expirations that occurred during the quarter. As appropriate you will see the
details disclosed in the footnotes to our financial statements filed with the
SEC. Of course, there is no impact to our financial statements.

As an update to our J.D. Edwards acquisition, we're executing on all facets of
our integration plans across the Company as we continue to reduce redundant
facilities and combine operations globally. Particular success in Q2 is in the
area of sales and maintenance in our international operations. After our first
full year as one company we are actually ahead of our scheduled targets by
approximately 9%. We're very confident in meeting our synergies goal of $167 to
$207 million for 2004 and are significantly ahead -- at the halfway point of the
year, in Q2.

Looking ahead for the Q3 and the remainder of the year, several things are
clear. In our view, the single largest factor in our results to date has been
the continuing saga surrounding Oracle's hostile takeover attempt and the
anti-trust trial and the related publicity. While the CAP program has been
largely successful at alleviating concerns of a significant number of customers,
there continues to be a significant negative impact on our business, especially
our ability to close licensed transactions. We believe that the impact is an
integral component of Oracle strategy to damage PeopleSoft.

So where does that leave us today? One of the key assumptions underlying our
2004 plan was the anticipated end to the hostile takeover offer. That clearly
has not come true. And so our original 2004 guidance cannot be achieved as a
direct result. We expect to

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hear about the outcome of the federal anti-trust trial in the coming weeks. We
anticipate the judge will agree with the government and conclude that the
proposed combination is anti-competitive. Given the importance of that decision
to our ability to close business in Q3 and for the remainder of the year, we are
going to delay providing our revised guidance for Q3 and Q4 until we get that
decision.

In summary, our Q2 results were significantly impacted by the continuing
uncertainties surrounding the Oracle hostile offer. However, given these
circumstances, we were still able to show significant progress in a number of
areas. We released a number of new products, recorded another quarter of
significant positive cash flow, and completed our fourth successful quarter of
integrating J.D. Edwards. We believe we are well positioned to take advantage of
the emerging trends in the industry and look to leverage the power of the
combined Company as we go through the second half of 2004. With that, I'd like
to open the call up for questions.

QUESTION AND ANSWER

OPERATOR

Thank you, sir. At this time, we will begin our formal question-and-answer
session. If you have a question, please press star followed by one on your
telephone touch pad. If you are using speaker equipment you may need to lift
your handset prior to pressing star one. Should you wish to cancel your
question, simply press star two. We also request that you ask only one question
on today's call. Our first question comes from Ross MacMillan of Morgan Stanley.

ROSS MACMILLAN

Hi, can you hear me?

KEVIN PARKER

Yes.

ROSS MACMILLAN

Great, thanks. Kevin, just a quick one on the cost side, I might have missed
something there, because I jumped into the call a little bit late, but can you
just help me understand the 4% sequential increase in operating expenses, you
know, where precisely are you investing, and how does that sort of tally with
what you're seeing from a revenue standpoint at the moment? Are you going to
continue with that rate of change of investments?

KEVIN PARKER

I don't think the rate of change will necessarily increase from this point
forward, Ross. We made some very explicit decisions at the start of the quarter
to increase our investment in areas of marketing, particularly around the
Leadership Summit, and promotion of PeopleSoft in the areas of mid market, and
manufacturing. And I think you've probably seen that in your travels and in a
variety of publications. That was part of the increase. The balance of the
increase was really increases in employee compensation costs associated with our
quarterly bonus plan. And those are really the exclusively the two reasons we
saw increases this quarter.

ROSS MACMILLAN

Maybe one other follow-on which is on a different topic on the potential bid. I
know that it is not your core assumption, but on the basis that there must be
some contingency if the judge decides in

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Oracle's favor rather than DOJ's favor, what's your stance regarding -- can you
say anything regarding your stance of what you would do under those
circumstances?

KEVIN PARKER

I think we couldn't comment on that at this point. I think the Board of
Directors would react to that in an appropriate way, and we will leave it at
that.

OPERATOR

Neil Herman, Lehman Brothers.

NEIL HERMAN

Yes, let's say hypothetically that the -- that -- that the judge makes a
determination in favor of the DOJ, and they do that, let's say in the next few
weeks, before September. In that -- under that circumstance, given that some of
the uncertainty there would clear up, would you expect your license revenue to
be up sequentially in the third quarter?

KEVIN PARKER

It is an awful lot of if/thens, Neil. Yeah, I think the feeling that we have is
we're positive about the business, we understand the impact of the Oracle
hostile offer and the anti-trust trial publicity this quarter. Presuming those
go away, we think we've got a very bright future. You know, the timing of when
it went away and how it impacted Q3, I wouldn't want to speculate at this
moment.

CRAIG CONWAY

And Neil, the -- you know, I know you know, it is not a light switch, so the
sooner the judge can issue their ruling, the sooner PeopleSoft's business can
return to normal. But it's, it is not a light switch. It will take a little time
to ramp, and of course, also impacting that is whether there is an appeal. So,
you know, there is just a lot of things to be considered when that happens, and
as I said in my remarks, nobody is more anxious for that to, you know, that
decision to be made than us.

OPERATOR

Tad Piper, Piper Jaffray.

TAD PIPER

Yeah, a couple of questions related to the discounting that you talked about,
and the strength in SAP's business. I mean one of the things you talked about is
customers waiting, if you look at SAP's numbers, it looks like they're not
necessarily waiting that long, and may in fact be going to SAP. Can you comment
on that? And also talk a little bit about, this is the first quarter where
you've, you know, really talked about the discounting in your own business,
which SAP has been citing, and Oracle has been citing for several quarters, so
you can comment on those two things? And then quickly give an update on the
share repurchase program?

CRAIG CONWAY

Yeah, let me start with the SAP situation. What you don't know is how many
people are waiting. SAP's business in the United States, particularly, has gone
up, and you know, I think that is obvious. Anybody that wants to give SAP credit
for anything other than just showing up, you know, is giving them too much
credit. What we don't know is does that represent all the customers that have
held orders for PeopleSoft? Or 1% of them? I don't think it represents all of
them. I do think it represents greater than zero. So I think SAP is an
unintended beneficiary of the Oracle hostile tender approach. That's clear in
their numbers. But, you know, what is not clear is how much of a flush of held
business by PeopleSoft customers will happen and over what period of time. We do
think that number is very significant, because we do have some visibility to it.
And customers are sharing with us their, you know, their delays, and how long
they will hold, but as you mentioned, you know, clearly SAP is getting a benefit
of that. You know, relative to the discount, you know, here is what was
different. And I think, Ted, you're absolutely right, the discounting that has
been acknowledged by really everybody, the tougher selling environment for the
last several quarters did in Q2 have something significantly different, or
different. I don't know how significantly. And that was the discount approval
forms that were published in the Oracle trial. Oracle's discount forms and
PeopleSoft's discount forms were published. So we had, in addition to a lot of
publicity, the last month of our quarter, we had customers that were moving
ahead armed with all of our discount forms. So they were in a position to
command or demand higher levels of discounts by sorting through and finding
similar customers that got a higher discount than was being proposed. So in
addition to the environment that we -- you know, the tougher selling
environment, which we, you know, acknowledged really for more than a year, that
was an additional factor that drove higher discounts. And Kevin, on the
repurchase --

KEVIN PARKER

Tad, we've been kind of frustrated in our ability to get that process started
and to date we have not been able to exercise any of it. We have never found an
window of opportunity when we weren't in possession of some nonpublic
information vis-a-vis the trial or all the other activities that have gone on.
So hopefully in this quarter we will be able to start it and complete it in
short order but we've been pretty frustrated.

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CRAIG CONWAY

Maybe at 7:00 tomorrow morning.

KEVIN PARKER

Got to wait two business days.

CRAIG CONWAY

Oh.

OPERATOR

Heather Bellini, UBS.

HEATHER BELLINI

Hi, I was wondering if you could give us an idea on how you're motivating your
employees, in particular your sales people in this type of environment?

CRAIG CONWAY

Well, you know, Heather, it is tough. I mean I'm not going to -- I'm not going
to kind of dance around the question. The Oracle tender offer is an additional
obstacle that sales people have to overcome. And, you know, there is a -- there
is a certain unfairness to somebody whose income is being impacted by a factor
that their peers in other companies don't have to face. So that's the tough side
of it. I think the good side of it is, I think there is tremendous resolve in
the employee base, not just sales people, that this is a -- you know, that this
is an obstacle that is unfair, that they're not going to be deterred by it, that
its duration is limited, that the resolution is around the corner, and I think
you know that PeopleSoft has historically enjoyed higher retention rates of its
employees, because we're a different company, so you know, we're trying to
offset all of that with, you know, -- you know, capitalize on all of those
things to offset what is an obvious additional 10 pounds in the backpack. And
you know, those 10 pounds are carried by really everybody, not just sales
people. Company -- you know, employees that are not on commission plans are also
impacted financially by, you know, the company bonus structure. In Q1, we were
- -- you know, we did not pay an employee bonus, in Q2, we did. So we are
indicating -- or we will, let's put it that way. You know, we are trying to
indicate our support for employees that are demonstrating their absolute resolve
and determination, you know, on behalf of the company. So that's the most honest
answer I can give you.

OPERATOR

Jim Mendelson, Schwab.

JIM MENDELSON

Craig, could you talk just a little bit about kind of the other factors. I don't
think anybody would disagree with you by any means of the tremendously
disruptive aspect of how this trial impacted the end of the quarter, but I'm
curious, given that there were so many other misses, or a wide range of misses
this quarter, and to some extent, you know, what your feelings are about the
linearity of the quarter as you kind of got up to that critical point, you know,
whether or not there are other things as well, minor as they may be?

CRAIG CONWAY

Well, first of all, I do think most people understand and acknowledge the impact
of the trial in the third month of your quarter. There was one article that
called it creative excuse, but I have since sent that editor a pre-approved
sales offer to join our sales organization so they can, you know, see for
themselves. First of all, the other factors. You know, there -- you know,
something happened, kind of mid-year, and the -- in the business environment
relative to capital spending, and those things I -- you know, there was some
uncertainty or some factors that caused a -- you know, a hiccup. I -- you know,
you probably follow them better than I do, in terms of the macro-economic
condition, not just here in the United States, but particularly in Europe.
Europe for us was a weak quarter. We had a strong quarter in Asia. We had a
strong quarter in Latin America. We had a slightly better quarter in the United
States. So Europe was weak. So there are macro-economic concerns. Jim, the
factor that I don't think has been written about as much that I happen to feel
is impacting enterprise application sales is Sarbanes-Oxley 404 compliance.
Every public company CFO, including our own, here on the call, has a great deal
of attention, a great deal of head count, a great deal of focus on compliance by
the end of the year. And I think that is having, you know, an impact on
enterprise application sales of all business applications. I think that is a
factor. It hasn't gotten quite as much print that I think that is a very real
factor, and I see it in our own company, and I see it in our customers'
companies. But the macro-economic environment, capital spending, you know,
generic apprehension, are all realities. And we face though, and frankly I think
we faced them successfully. The one that we faced beyond all of that is, you
know, is the -- was the trial going on, you know, I don't really know much more,
to say about, you know, about any of that.

KEVIN PARKER

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I think in -- as we think about it, though, the impact between those issues and
Oracle, it's 99% -- , 95% Oracle, wouldn't you say, Craig?

CRAIG CONWAY

It is clearly the elephant in the room, although this one they're talking about.
This isn't the one that is the elephant in the room that no one is talking
about. Everybody is talking about. So, I don't know if it is 99/1, but you know,
it is clearly far and away the largest factor we face. We would look forward to
only having to overcome, you know, issues about spending. I was with J.D.
Edwards' largest customer in the world for the last day or so here. They came in
yesterday morning. They just left at noon. And you know, a company that large
likes to share their global strategy for I.T. and I think it was particularly
illuminating because despite how well that company is doing, and it is doing
really, really well, I mean it is a multi-, multi, multi, multibillion dollar
company, with multibillion dollar earnings, lots of successful divisions, all
over the world, China, Russia, India, Europe, Latin America, United States, the
CIO, the global CIO's objective still is to reduce I.T. spending. You know, the
perception that you have to be able to reduce I.T. spending is a holdover and
probably not going away. What we're trying to do to live in that world, and
prosper, is we have had an initiative for about a year and a half called the
total ownership experience which is designed to reduce the cost of ownership of
PeopleSoft by 60%. Our philosophy is if we can reduce the cost of ownership of
PeopleSoft by 60%, that will create buying power in a company that is sensitive
to I.T. spending and still result in license revenue to PeopleSoft. So that's
kind of what we're doing in the overall environment.

OPERATOR

Brent Thill, Prudential Securities.

BRENT THILL

Thanks. Good afternoon. Craig, you talked about Sarbanes-Oxley and understanding
that the end of the year cut-off is when customers have to put this in place,
would it seem right that they would defer software spending to maybe even '05,
because a number of companies have really underestimated -- the intensity that
they got to put into this project.

CRAIG CONWAY

Well, you know, let me have our CFO answer that, because, you know, we have a --
we are a public company and we have significant resources, and Kevin does manage
I.T. as well, so Kevin, why don't you --

KEVIN PARKER

I think there may be some behavior like that, Brent, with customers around the
world you're likely to see almost every type of behavior. I wouldn't describe it
as an overwhelming trend. The thing that is different -- this has sort of the
Y2K feeling to it we're approaching something imminent. The difference with 404
compliance and Sarbanes-Oxley compliance is it goes on forever. You know, it is
a compliance activity that continues to go on and companies will continue to
look for ways to establish better and better control environments, more
consistent global business processes. So I think there may be some, you know,
some reticence on the part of some customers, but there is an equal number of
customers that we talk to that are coming to look at products like our
Sarbanes-Oxley Enforcer, and things like that. So there is demand that is
created by it, too. We're not seeing an overwhelming trend. You can point to
instances of almost every behavior, I think, in the customer base.

CRAIG CONWAY

It is a factor. And I do feel it is nontrivial. You know, unlike Y2K, two things
different about Y2K. It is the anti-Y2K relative to software revenue but unlike
Y2K where it absolutely, every company was preoccupied with it, you know, it is
just a variable, it is really more of a variable, even companies that have, you
know, a great deal of resources applied to it, you know, are moving ahead with
some I.T. projects so, you know, it is a factor, I don't think it is a factor
any different that any of the other ones, I just don't think it has been on the
list, I think it needs to be on the list, but like other factors, they're not
nonovercomeable, they just need to be -- they need to be dealt with.

OPERATOR

Adam Holt, J.P. Morgan.

ADAM HOLT

Good afternoon. You suggested up front that an unusually large amount of
business came in the last two days of the quarter. I think you said 50% of your
license revenue. Is it possible to quantify the amount of revenue that came in,
you know, slightly after the close of the quarter that you may have already
closed in the month of July?

KEVIN PARKER

Oh, I think, you know, if I had to sit down and think out of about -- the number
of deals that were stuck on the docket at midnight, June 30, it is probably in
the $7 to $10 million range. A significant number. And it is -- our business is
traditionally, you know, no

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surprise, back-end loaded, this was a significant change in the demographics
within the quarter, to get this much business at the end, and to get this much
business on the last hour, closing hours of the last day, was measurably
different for us.

CRAIG CONWAY

And explicitly by customers, it came with the question, so what happened in the
Oracle trial today? I mean it was so cause-and-effect, it was undeniable. And
many of them did step forward and say, okay, and so here is the order, but you
know, some of it was not shippable. We have since closed other business as well.
So we're not, you know, lamenting anything around here, other than what we
mentioned on the call, a decision in the Oracle case.

OPERATOR

John Torrey, Adams, Harkness & Hill.

JOHN TORREY

Good afternoon. Could you just tell us the total number of transactions that you
closed during Q2 and compare that to Q1?

CRAIG CONWAY/KEVIN PARKER (MIXED)

Hold on. Sure. Ask a two-part question, John.

JOHN TORREY

Well, the corollary to that, I guess, is relative to what you were hoping to
close in license business in Q2. How much of a short fall do you attribute to
pricing? How much do you attribute to deals that simply did not close?

CRAIG CONWAY

I think we ran some analysis, correct me if I'm wrong, Kevin, that showed that
the incremental discounting impact, as customers turned the discount forms
around on us, was 7 or 10%. And the amount of business that didn't close was the
balance from what we expected.

KEVIN PARKER

And that is a pretty fair description. John, just to give you the raw number, in
Q1, we closed 596 transactions. In Q2, we closed 725 transactions. So -- pretty
significant increase in the actual volume of contracts, yielding the same amount
of revenue. Now also remember, too, that we're -- in Q1, we had a couple of
deals that -- in fact, two deals that were above $5 million. In Q2 --

CRAIG CONWAY

One of them was above 10.

KEVIN PARKER

One of them was above, 10, yeah and in Q2, we only had one that was in the 5-10
million dollar range, so a little bit of influence from just one deal that
skewed the statistics in that sense. And I don't think we actually have a
prediction in terms of the number of transactions that we close, you know, for
the last couple of quarters it has been in the 6 to 700 transaction range, and
we expected it to be seasonably down in Q1 and it obviously was.

OPERATOR

David Hilal, Friedman Billings Ramsey.

DAVID HILAL

Great, thank you. I wanted to get an idea, when you talk about customers
delaying because of the trial, I want to understand generally what stage of the
cycle are they at? Have they already chosen PeopleSoft as a preferred vendor
should you not get bought, and therefore they're pretty ready to sign based on
the verdict? Or are they still in the midst of a vendor selection process?

KEVIN PARKER

Well, I think -- as we've described the part of our shortfall against our
guidance, we've only included those customers and those deals that were pretty
far along in the process. And you know, there is more than one occasion where a
customer said to us, I've selected PeopleSoft, let's agree on T's and C's, but
I'm not going to sign this until I hear what the judge says.

CRAIG CONWAY

We didn't say gee, we're involved in a whole bunch of sales cycles, the selling
process has slowed down, our mid-process, so let's blame it on that. We're -- we
have a -- we have an explicit list of companies that -- actually, we have an
explicit list of companies not only that delayed having already selected
PeopleSoft, we have an extensive list of companies that went to SAP, citing the
Oracle, you know, threat, and, you know, we're presenting all of that in front
of a jury in Oakland, California and within I guess about 60 days. So you know,
these aren't just, you know, cerebral thoughts on our part. We've got, you know,
very explicit customer verifiable cases that fall into these different buckets.
But no, it wasn't, you know, we're kind of along the process, and the process is
being

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slowed down. It's the process was at the end. And the companies just thought,
let's wait until we hear from the judge.

OPERATOR

Our final question comes from Laura Lederman, William Blair & Company.

LAURA LEDERMAN

Oh, just made it. Anyway, following up on the Sarbanes-Oxley, on the Veritas
call, they said they thought the impact might start moderating, and it's really
being caused by companies not wanting to implement I.T. projects, while they're
testing for compliance, and therefore, if some of it is due to Sarbanes-Oxley,
it would moderate -- and you would still see a strong Q4. Would you agree with
that assessment with what you're hearing on SOX?

CRAIG CONWAY

Yeah, if you remember Laura, the Y2K phenomena actually started to wear off in
the end of 1998, because if you, you know, by that time, companies that were
going to do something about it had done something about it and -- I think it is
the same thing here, same phenomena you're describing, you know, the heavy
lifting on 404 compliance started really I think at the beginning of the year,
and by Q4, you know, you're there, you're not there and I think most companies
will be there, so I -- I think it -- you know, we are probably right in the
middle of it right now, and I would, you know, I don't know in our case, what do
you think?

KEVIN PARKER

It is -- I think you're absolutely right in terms of the impact. It is a little
bit different for a company like PeopleSoft. Remember that when you're doing,
that I'm thinking out loud about our component, what we're doing within our
business, not every I.T. application that PeopleSoft would sell to a customer
has an effect on the controls environment. You know, some obviously are more
related to financials, obviously, than others, so we're moving forward with our
own internal implementations of other applications that don't have an -- have a
relationship. And I think customers are in that same position, too.

CRAIG CONWAY

I mean CRM is typically not on the critical -- critical path for what a CFO is
doing with their resources. We have, you know, several HR deals driven, frankly
by compliance in other ways. And you know, Kevin mentioned earlier in the call,
we are a partial benefactor of concern about Sarbanes-Oxley compliance, because
it forces companies to license consolidation software and analytic software and
we have a product line that is a Sarbanes-Oxley compliance product line,
including one for 404 compliance called the Enforcer, which it drives
enforcement down to a low level in a company. So, you know, we're a partial
benefactor. We sell other lines of products, which aren't on the critical path
and aren't blocked, but you know, I mentioned, as I said again, as a factor, it
is a factor for one part of our business. I think it is a factor for the
high-tech industry in general. I think to your point, you know, it is -- a
company will have overcome it well in advance of the end of the year, so I think
your premise is, you know, probably pretty accurate.

BOB OKUNSKI

With that, that concludes our call for this afternoon. We look forward to being
back in front of the group in the coming weeks presumably after we hear from the
federal court with our updated outlook for the remainder of the year. Thanks.

OPERATOR

Thank you for participating in PeopleSoft's conference call. You may disconnect
at this time.

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