SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by Registrant [X]
Filed by Party other than Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-12

J.D. EDWARDS & COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check Appropriate Box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated And state how it was determined):

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing Party:

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(4) Date File:

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2

LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 18, 1998

To the Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of J.D. Edwards & Company, a Delaware corporation (the "Company"),
will be held on Wednesday, March 18, 1998, at 10:00 a.m., local time, at the
Company's World Headquarters at One Technology Way, Denver, Colorado 80237, for
the following purposes:

1. To elect three Class I directors for a term of three years or until
their successors are duly elected and qualified.

2. To ratify the appointment by the Board of Directors of Price Waterhouse
LLP as independent accountants of the Company for the fiscal year ending
October 31, 1998.

3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. The Board of Directors has no knowledge of
any other business to be transacted at this Annual Meeting.

The Board of Directors has fixed the close of business on January 26, 1998
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournment thereof.

All Stockholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to sign, date and return the enclosed proxy card as promptly as possible
in the postage-prepaid envelope enclosed for that purpose. You may revoke your
proxy in the manner described in the accompanying proxy statement at any time
before it has been voted at the annual meeting. Any stockholder attending the
annual meeting may vote in person even if he or she has returned a proxy.

By Order of the Board of Directors

/s/ RICHARD G. SNOW, JR.

Richard G. Snow, Jr.
Vice President, General Counsel and
Secretary

Denver, Colorado
February 6, 1998

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENVELOPE
PROVIDED.
3

J.D. EDWARDS & COMPANY
ONE TECHNOLOGY WAY
DENVER, COLORADO 80237
(303) 334-4000

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 18, 1998

GENERAL

The enclosed proxy card is solicited on behalf of the Board of Directors of
J.D. Edwards & Company (the "Company") for the use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Wednesday, March 18, 1998 at
10:00 a.m., local time, at the Company's World Headquarters at One Technology
Way, Denver, Colorado, 80237, or at any adjournment thereof.

These proxy solicitation materials were first mailed on or about February
6, 1998, together with the Company's 1997 Summary Annual Report and Annual
Report on Form 10-K for the year ended October 31, 1997, to all stockholders
entitled to vote at the Annual Meeting.

RECORD DATE AND VOTING SECURITIES

Stockholders of record at the close of business on January 26, 1998 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. Each
stockholder is entitled to one vote for each share of Common Stock owned on all
matters presented at the Annual Meeting. Stockholders do not have the right to
cumulate votes in the election of directors. As of the Record Date, 94,164,086
shares of the Company's Common Stock, $0.001 par value, were issued and
outstanding and entitled to vote at the Annual Meeting. No shares of the
Company's Preferred Stock were outstanding. For more information concerning
security ownership by management and by the beneficial owners of more than 5% of
the Company's Common Stock, see "Security Ownership of Certain Beneficial Owners
and Management."

REVOCABILITY OF PROXIES

All shares entitled to vote and represented by properly executed proxies
received prior to the Annual Meeting, and not revoked, will be voted at the
Annual Meeting in accordance with the instructions indicated on those proxies.
If no instructions are indicated on a properly executed proxy, the shares
represented by that proxy will be voted as recommended by the Board of
Directors. If any other matters are properly presented for consideration at the
Annual Meeting, including, among other things, consideration of a motion to
adjourn the Annual Meeting to another time or place (including, without
limitation, for the purpose of soliciting additional proxies), the persons named
in the enclosed proxy and acting thereunder will have discretion to vote on
those matters in accordance with their best judgment. The Company does not
currently anticipate that any other matters will be raised at the Annual
Meeting.

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of the Company a written notice of revocation bearing a later
date than the proxy at or before the taking of the vote at the Annual Meeting;
(ii) duly executing a later dated proxy relating to the same shares and
delivering it to the Secretary of the Company at or before the taking of the
vote at the Annual Meeting; or (iii) attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice of revocation or
subsequent proxy should be delivered to J.D. Edwards & Company, One Technology
Way, Denver, Colorado 80237, Attention: Secretary, or hand delivered to the
Secretary of the Company at or before the taking of the vote at the Annual
Meeting.
4

EXPENSES OF SOLICITATION

The Company will bear the costs of soliciting proxies. In addition to
solicitations by mail, the Company's directors, officers and employees may,
without additional remuneration, solicit proxies by telephone, telegraph,
facsimile and personal interviews. Such directors, officers and employees may be
reimbursed for reasonable out-of-pocket expenses in connection with such
solicitation. The Company will also request brokerage houses, custodians,
nominees and fiduciaries to forward copies of the proxy material to those
persons for whom they hold shares and request instructions for voting the
proxies, and the Company will reimburse them for their out-of-pocket expenses in
connection with this distribution.

QUORUM; ABSTENTIONS; BROKER NON-VOTES

The required quorum for the transaction of business at the Annual Meeting
is a majority of the votes eligible to be cast by holders of shares of Common
Stock issued and outstanding on the Record Date. A plurality of votes duly cast
is required for the election of directors. The affirmative vote of a majority of
votes duly cast is required to ratify the appointment of the accountants.

Under the General Corporation Law of the State of Delaware, abstaining
votes and broker "non-votes" are counted as present and entitled to vote and
are, therefore, included for purposes of determining whether a quorum of shares
is present at a meeting; however, broker "non-votes" are not deemed to be "votes
cast". As a result, broker "non-votes" are not included in the tabulation of the
voting results on the election of directors or issues requiring approval of a
majority of the votes cast and, therefore, do not have the effect of votes in
opposition in such tabulations. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received instructions from the beneficial owner.

STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

Stockholders may present proposals for inclusion in the Company's proxy
statement and for consideration at the 1999 Annual Meeting of Stockholders by
submitting their proposals in writing to the Secretary of the Company. In order
to be included in the Company's proxy materials for the 1999 Annual Meeting of
Stockholders, proposals must be received by the Secretary of the Company no
later than October 9, 1998 and must otherwise comply with the requirements of
Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Such stockholder proposals should be submitted to J.D. Edwards & Company,
One Technology Way, Denver, Colorado 80237, Attention: Secretary.

In addition, the Company's Bylaws establish an advance notice procedure
with regard to certain matters, including stockholder proposals not included in
the Company's proxy statement, to be brought before an annual meeting of
stockholders. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the corporation. To be timely, such stockholder's notice must
be delivered to or mailed and received by the Secretary of the corporation not
less than 60 days prior to the meeting; provided, however, that in the event
that less than 60 days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the seventh day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the annual
meeting: (i) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the corporation's books,
of the stockholder proposing such business, (iii) the class and number of shares
of the corporation which are beneficially owned by the stockholder, (iv) any
material interest of the stockholder in such business and (v) any other
information that is required to be provided by the stockholder pursuant to
Regulation 14A under the Exchange Act in his capacity as a proponent to a
stockholder proposal. In addition to following the procedures described above, a
stockholder's notice with regard to nominations for the election of directors
must also contain specified information concerning the nominees and concerning
the stockholder proposing such nominations.

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5

PROPOSAL NO. 1

ELECTION OF DIRECTORS

GENERAL

The Company's Board of Directors currently consists of nine members divided
equally into three classes, with members of each class holding office for
staggered three-year terms. There are currently three Class I directors whose
terms expire at this Annual Meeting, three Class II directors whose terms expire
in 1999, and three Class III directors whose terms expire in 2000. Three Class I
directors will be elected at the Annual Meeting for a term of three years each.
A director serves in office until his or her respective successor is duly
elected and qualified or until his or her earlier death or resignation. Any
additional directorships resulting from an increase in the number of directors
will be distributed among the three classes so that, as nearly as possible, each
class will consist of an equal number of directors.

NOMINEES

Three Class I directors are to be elected at the Annual Meeting for a
three-year term ending in 2001. The Board of Directors has nominated Gerald
Harrison, Delwin D. Hock and Jack L. Thompson for re-election as Class I
directors. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the three nominees, all of whom are presently directors of
the Company. In the event that any such nominee is unable or declines to serve
as a director at the time of the Annual Meeting, the proxies will be voted for a
nominee who shall be designated by the present Board of Directors to fill the
vacancy. The Company is not aware that any nominee will be unable or will
decline to serve as a director. Each director elected at this Annual Meeting
will serve a term of three years or until such director's successor has been
duly elected and qualified.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE NOMINEES LISTED ABOVE

INFORMATION REGARDING NOMINEES AND OTHER DIRECTORS

Set forth below is certain information regarding the nominees for Class I
directors and each other director of the Company whose term of office continues
after the Annual Meeting.

NOMINEES FOR CLASS I DIRECTORS FOR A TERM EXPIRING IN 2001

NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------

Gerald Harrison..... 65 Gerald Harrison has been a member of the Board of Directors
since January 1997. He has been engaged in private research
and writing since 1984. From 1982 to 1984, he was President
and Chief Executive Officer of Stearns-Roger World
Corporation, an engineering and construction firm, and for
14 years prior to that, he served in various other
positions. Mr. Harrison holds an LL.B. from the University
of Colorado School of Law.

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Delwin D. Hock...... 63 Delwin D. Hock has been a member of the Board of Directors
since March 1997. Since July 1997 he has been self-employed
as a business consultant and private investor. He retired
from his positions as Chief Executive Officer of Public
Service Company of Colorado, a utility services company, in
January 1996 and as Chairman of the Board of Directors in
July 1997. From September 1962 to January 1996, Mr. Hock
held various management positions with the Public Service
Company including President and Chief Operating Officer,
President and Chief Executive Officer, and Chairman,
President and Chief Executive Officer. Mr. Hock received his
B.S. in accounting from the University of Colorado. He
serves as a director of American Century Investors, Hathaway
Corporation, Rocky Mountain Internet, Inc., Colorado Natural
Gas, Inc., Wagner Equipment Company and Gold, Inc.
Jack L. Thompson.... 49 Jack L. Thompson is a member of the Board of Directors and
one of the co-founders of the Company. Mr. Thompson has been
a member of the Board since the Company's inception in March
1977. Since March 1996 Mr. Thompson has been retired. He
served as Vice President of Technical Foundations from the
Company's inception to March 1996. Prior to joining the
Company, Mr. Thompson was a consultant at Alexander Grant &
Company, a public accounting firm, and a programmer for
National Farmers Union Life, an insurance company.

INCUMBENT CLASS II DIRECTORS WHOSE TERMS EXPIRE IN 1999

Richard E. Allen.... 40 Richard E. Allen has been a member of the Board of Directors
since September 1991. Mr. Allen has been Senior Vice
President, Finance and Administration since November 1997.
He has been Chief Financial Officer, Treasurer and Assistant
Secretary since January 1990. From January 1990 through
October 1997 he was Vice President, Finance and
Administration. From August 1985 to September 1994, Mr.
Allen served as Controller of the Company and as Secretary
from March 1986 to January 1990. Prior to joining the
Company, he worked as Controller for Luff Exploration
Company, an oil and gas exploration and production company,
and as a senior accountant with Coopers & Lybrand, L.L.P.
Mr. Allen holds a B.S. in business administration from
Colorado State University.
Robert C. Newman.... 54 Robert C. Newman is one of the co-founders of the Company
and has been a member of the Board of Directors since August
1978. He is currently a professor at the University of
Denver and manages private investments through his firm
Greenwood Gulch Ventures LLC. From August 1978 until June
1997, he served in a number of management roles with the
Company, including Vice President of Complementary
Technologies and Managing Director of J.D. Edwards &
Company, Ltd. (U.K.). Prior to joining the Company, he was a
programmer and consultant at Deloitte & Touche, Motorola
Inc. and Rockwell International. Dr. Newman holds a B.S. in
industrial engineering from the University of California,
Berkeley, an M.B.A. from the University of California, Los
Angeles, and a Ph.D. in management from Golden Gate
University.

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Harry T. Lewis, 65 Harry T. Lewis, Jr. has been a member of the Board of
Jr................ Directors since March 1995. Since April 1988, Mr. Lewis has
been self-employed as a private investor and financial
consultant. From January 1981 to March 1988, he was Senior
Vice President for Dain Bosworth Incorporated, an investment
banking firm. Prior to that, Mr. Lewis was a partner with
Boettcher & Company, an investment banking firm. Mr. Lewis
has an A.B. from Dartmouth College and an M.B.A. from the
Amos Tuck School of Business Administration at Dartmouth
College. He serves as a director of The Berger Mutual Funds.

INCUMBENT CLASS III DIRECTORS WHOSE TERMS EXPIRE IN 2000

C. Edward McVaney... 57 C. Edward McVaney is Chairman of the Board of Directors,
President and Chief Executive Officer of the Company, which
he co-founded. He has held these positions since the
Company's inception, except that Mr. McVaney was not
President of the Company from September 1987 through
September 1991. Prior to founding the Company, he was
partner-in-charge of information technology and consulting
services for the Denver, Colorado office of Alexander Grant
& Company, a public accounting firm. Mr. McVaney holds a
B.S. in mechanical engineering from the University of
Nebraska and an M.B.A. from Rutgers University.
Michael J. Maples... 55 Michael J. Maples has been a member of the Board of
Directors since January 1997. He is currently retired and
operating a ranch. From April 1988 to July 1995, Mr. Maples
held various management positions at Microsoft Corporation,
most recently as Executive Vice President of the Worldwide
Products Group. Prior to that, he served as a Director of
Software Strategy for IBM. Mr. Maples holds a B.S. in
electrical engineering from Oklahoma University and an
M.B.A. from Oklahoma City University. He serves as a
director of Lexmark International, Inc. and PSW
Technologies.
Trygve E. Myhren.... 61 Trygve E. Myhren has been a member of the Board of Directors
since January 1997. He is currently President of Myhren
Media, Inc., which invests in and advises media,
telecommunications and consumer products companies. From
November 1990 to March 1996, he served as President of The
Providence Journal Company, a company that owned and managed
newspapers, broadcast television stations, cable television
systems, programming networks and interactive and multimedia
ventures. During this same time, he was Chief Executive
Officer of King Holdings, an owner and manager of broadcast
and cable television properties. From 1981 to 1988, Mr.
Myhren served as Chairman and Chief Executive Officer of
American Television and Communications Corporation, a
publicly traded subsidiary of Time, Inc. (now known as Time
Warner). During 1986 and 1987, Mr. Myhren served as Chairman
of the National Cable Television Association. Mr. Myhren has
a B.A. in political science and philosophy from Dartmouth
College, and an M.B.A. from the Amos Tuck School of Business
Administration at Dartmouth College. He serves on the boards
of Peapod, Ltd., Advanced Marketing Services, Inc.,
University of Denver, Verio, Inc., Founders Funds Inc. and
Cable Labs.

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BOARD AND COMMITTEE MEETINGS

The Board of Directors of the Company met a total of 6 times, including
regular and special meetings, during fiscal 1997. All directors attended at
least 75% of the meetings of the Board of Directors and the committees, if any,
on which they serve. Certain matters approved by the Board of Directors were
approved by unanimous written consent.

The Board of Directors has an Audit Committee, Compensation Committee,
Finance Committee and Governance Committee. The Company has no nominating
committee or committee performing a similar function.

The Audit Committee, which currently consists of Messrs. Harrison, Hock and
Lewis, held a total of 5 meetings during fiscal 1997. This committee is
primarily responsible for reviewing and reporting to the Board on the quality
and performance of internal and external accountants and auditors, the
reliability of financial information, and the adequacy of its financial controls
and policies, initiating and/or approving appropriate changes in any or all of
these areas when necessary.

The Compensation Committee, which currently consists of Messrs. Maples and
Myhren, held a total of 4 meetings during fiscal 1997. This committee is
primarily responsible for reviewing and reporting to the Board on compensation
and personnel policies, programs and plans, including management development and
succession plans, approving employee compensation and benefits and administering
the Company's stock plans.

The Finance Committee, which currently consists of Messrs. Allen, Newman,
Lewis and Myhren, held a total of 12 meetings during fiscal 1997. This committee
is primarily responsible for the review of the Company's capital structure,
capital expenditures, financing arrangements, risk management and long range
financial planning.

The Governance Committee, which currently consists of Messrs. Allen,
Newman, Harrison and Hock, held a total of 4 meetings during fiscal 1997. This
committee is primarily responsible for acting on behalf of the Board during
intervals between meetings of the Board and reporting to the Board at its next
regular meeting on any actions taken. Action of this committee is generally
limited to handling legal formalities and technicalities concerning
administrative operations; however, the committee has the power to act on major
matters where it deems such action appropriate.

DIRECTOR COMPENSATION

Directors who are not officers or employees of the Company or any of its
subsidiaries ("Eligible Directors") receive $15,000 as an annual retainer, a fee
of $1,000 for attendance at each meeting of the Board of Directors, and a fee of
$1,000 for attendance at each meeting of a committee of the Board of Directors,
if such committee meeting is not held in conjunction with a meeting of the Board
of Directors. Additionally, Eligible Directors may elect to receive, in lieu of
such cash compensation, options to purchase shares having a fair market value of
the foregone cash compensation. Eligible Directors are reimbursed for expenses
incurred in attending any Board of Directors or committee meetings.

Directors who are officers of or employed by the Company or any of its
subsidiaries do not receive additional compensation for serving as directors of
the Company or attending Board of Directors or committee meetings.

Eligible Directors may participate in the Company's 1997 Equity Incentive
Plan (the "Incentive Plan"). Each new Eligible Director will automatically
receive a grant of a nonqualified option to purchase 35,000 shares of Common
Stock on the date on which such person first becomes an Eligible Director.
Additionally, beginning at this Annual Meeting and at each successive annual
stockholder meeting, each Eligible Director will receive a nonqualified option
to purchase 7,000 shares of Common Stock. Twenty-five percent of the shares
subject to each option will vest on the first year anniversary of the date of
grant, and 1/48th of the shares subject to each option will vest each month
thereafter. The exercise price per share for all options automatically granted
to directors under the Incentive Plan will be equal to the market price of the
Common Stock on the date of grant. Directors are also eligible to receive
discretionary grants under the Incentive Plan.

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9

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors has selected Price Waterhouse LLP as independent
accountants of the Company, to audit the consolidated financial statements of
the Company for the fiscal year ending October 31, 1998, and recommends that the
stockholders vote for ratification of such appointment. In the event of a
negative vote on such ratification, the Board of Directors will reconsider its
selection of Price Waterhouse LLP.

Price Waterhouse has audited the Company's financial statements since May
1995. A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting with the opportunity to make a statement if he or she so desires
and is expected to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF PRICE WATERHOUSE LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of January 26, 1998 certain information
with respect to the beneficial ownership of the Company's Common Stock for (i)
each person or entity known by the Company to own beneficially more than 5% of
the outstanding shares of Common Stock (a "5% Stockholder"), (ii) each of the
Company's current directors, (iii) each of the officers named in the Summary
Compensation Table, and (iv) all directors and executive officers as a group.
Except as otherwise noted below, the Company knows of no agreements among its
stockholders which relate to voting or investment power of its Common Stock.
Unless otherwise indicated, each 5% Stockholder can be reached at the principal
offices of the Company.

SHARES PERCENT
BENEFICIALLY BENEFICIALLY
NAME OWNED(1) OWNED
---- ------------ ------------

C. Edward McVaney(2)........................................ 34,301,494 36.4%
Jack L. Thompson(3)......................................... 11,737,498 12.5
Robert C. Newman(4)......................................... 9,886,530 10.5
Douglas S. Massingill(5).................................... 735,840 *
Richard E. Allen(6)......................................... 829,326 *
Paul C. Covelo(7)........................................... 818,798 *
David E. Girard(8).......................................... 302,086 *
Daniel B. Snyder(9)......................................... 593,076 *
Gerald Harrison(10)......................................... 18,540 *
Delwin D. Hock(11).......................................... 22,240 *
Harry T. Lewis, Jr.(12)..................................... 39,040 *
Michael J. Maples(13)....................................... 22,240 *
Trygve E. Myhren(14)........................................ 22,240 *
J.D. Edwards & Company ESOP(15)............................. 8,706,040 9.2
All directors and executive officers as a group (16
persons)(16).............................................. 59,909,826 61.2

- ---------------

* Less than 1% of the Company's Common Stock.

(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
such rule, beneficial ownership includes any shares as to which the
individual or entity has voting power or investment power and any shares
which the individual has the right to acquire within 60 days of January 26,
1998 through the exercise of any stock option or other right. Unless
otherwise indicated in the footnotes, each person or entity has sole voting
and investment power (or shares such powers with his or her spouse) with
respect to the shares shown as beneficially owned.

(2) Includes 7,958,239 shares held by the C. Edward McVaney Trust, 12,267,383
shares held by the C. Edward McVaney G.R.A.T., 1,808,489 shares held of
record by Mr. McVaney's wife, in the Carole

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10

Louise McVaney Trust, and 12,267,383 held of record by the Carole L.
McVaney, G.R.A.T. Pursuant to the Amended and Restated Stockholders
Agreement, Mr. McVaney must vote his shares in accordance with the
provisions of such agreement. See "Certain Relationships and Related
Transactions."

(3) Includes 3,500,000 shares held by JVB Properties L.L.P., a company owned by
Mr. Thompson and his wife, and excludes 8,706,040 shares owned by the J.D.
Edwards & Company Employee Stock Ownership Plan (the "ESOP"). Mr. Thompson
is a co-trustee of the ESOP, and shares voting and dispositive power of the
shares owned by the ESOP, but has no pecuniary interest therein. Pursuant
to the Amended and Restated Stockholders Agreement, Mr. Thompson must vote
his shares in accordance with the provisions of such agreement. See
"Certain Relationships and Related Transactions."

(4) Includes 5,475,000 shares held by Newkop Investments L.L.P., a company
affiliated with Mr. Newman, and 157,500 shares held of record by the
Jennifer A. Newman Trust. Pursuant to the Amended and Restated Stockholders
Agreement, Mr. Newman must vote his shares in accordance with the
provisions of such agreement. See "Certain Relationships and Related
Transactions."

(5) Includes 735,840 shares subject to stock options exercisable within 60 days
of January 26, 1998.

(6) Includes 594,740 shares subject to stock options exercisable within 60 days
of January 26, 1998, 138,590 shares held by the Allen Family Trust, 25,910
shares held by the Allen Family Charitable Lead Trust and 14,000 shares
held of record by Mr. Allen's children. Excludes 8,706,040 shares owned by
the ESOP. Mr. Allen is a co-trustee of the ESOP, and shares voting and
dispositive power of the shares owned by the ESOP, but has no pecuniary
interest therein.

(7) Includes 817,740 shares subject to stock options exercisable within 60 days
of January 26, 1998.

(8) Includes 301,000 shares subject to stock options exercisable within 60 days
of January 26, 1998.

(9) Includes 591,990 shares subject to stock options exercisable within 60 days
of January 26, 1998.

(10) Includes 7,000 shares subject to stock options exercisable within 60 days
of January 26, 1998.

(11) Includes 7,000 shares subject to stock options exercisable within 60 days
of January 26, 1998.

(12) Includes 23,800 shares subject to stock options exercisable within 60 days
of January 26, 1998.

(13) Includes 7,000 shares subject to stock options exercisable within 60 days
of January 26, 1998.

(14) Includes 7,000 shares subject to stock options exercisable within 60 days
of January 26, 1998.

(15) Excludes shares owned by Messrs. Allen, Thompson and Gregory Dixon, the
trustees of the ESOP.

(16) Includes 3,667,380 shares subject to stock options exercisable within 60
days of January 26, 1998.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act, requires the Company's directors,
executive officers and holders of more than 10% of the Common Stock of the
Company to file with the Securities and Exchange Commission (the "SEC") initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Except as described below, and based
solely upon a review of reports submitted, and representations made, to the
Company, the Company believes that during fiscal 1997, its executive officers,
directors and 10% stockholders complied with all applicable Section 16(a) filing
requirements. Ms. Pamela Saxton and Messrs. Harrison, Hock, Lewis, Maples and
Myhren each filed one late report relating to the purchase of shares of the
Company's Common Stock in connection with the Company's initial public offering
in September 1997.

8
11

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee was formed to review and report to the
Board on compensation and personnel policies, programs and plans, including
management development and succession plans, approving employee compensation and
benefits and administering the Company's stock plans. Prior to January 1997, the
Committee was composed of Jay S. Horowitz, a former member of the Board. The
Committee is currently composed of Mr. Myhren and Mr. Maples. No interlocking
relationship exists between any member of the Company's Board or Compensation
Committee and the board of directors or compensation committee of any other
company, nor has any such interlocking relationship existed in the past.

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning total
compensation received by the Chief Executive Officer and each of the four most
highly compensated executive officers who served in such capacities on October
31, 1997 (the "Named Officers") for services rendered to the Company during each
of the last two fiscal years.

LONG-TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
--------------------------- ---- -------- -------- ------------ ------------

C. Edward McVaney....................... 1997 300,000 69,300 -- --
Chairman, President and 1996 300,000 404,500 -- --
Chief Executive Officer
Douglas S. Massingill................... 1997 277,875 276,209 42,000 96(1)
Executive Vice President and 1996 253,333 206,764 112,000 66
Chief Operating Officer
Paul E. Covelo.......................... 1997 215,859 180,306 28,000 111(1)
Senior Vice President of 1996 204,700 170,035 112,000 24
AS/400 Line of Business
David E. Girard......................... 1997 190,042 263,587 42,000 377(1)
Senior Vice President of 1996 179,500 171,500 112,000 466
Global Operations, Atlantic
Daniel B. Snyder........................ 1997 172,792 342,262(2) 42,000 1,024(1)
Senior Vice President of 1996 162,366 203,500 112,000 714
Global Operations, Pacific

- ---------------

(1) Represents payment for insurance premiums.

(2) Includes reimbursement of $70,462 for relocation expenses.

9
12

OPTION GRANTS IN THE LAST FISCAL YEAR

The following table sets forth, as to the Named Officers, information
concerning stock options granted during the fiscal year ended October 31, 1997.

POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
---------------------------------------------------- AT ASSUMED ANNUAL
NUMBER OF PERCENT OF RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(4)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -------------------
NAME GRANTED(1) FISCAL YEAR(2) PER SHARE DATE(3) 5% 10%
---- ---------- -------------- --------- ---------- -------- --------

C. Edward McVaney............... -- -- -- -- -- --
Douglas S. Massingill........... 42,000 1.79% $10.71 11/20/06 $264,337 $687,460
Paul E. Covelo.................. 28,000 1.19% 10.71 11/20/06 176,225 458,307
David E. Girard................. 42,000 1.79% 10.71 11/20/06 264,337 687,460
Daniel B. Snyder................ 42,000 1.79% 10.71 11/20/06 264,337 687,460

- ---------------

(1) The options in this table are incentive stock options or nonqualified stock
options granted under the 1992 Incentive Stock Option Plan or the 1992
Nonqualified Stock Option Plan and have exercise prices equal to the fair
market value of the Company's Common Stock on the date of grant. All such
options have 10-year terms and vest over a period of 5 years at a rate of
20% of the shares per year.

(2) The Company granted options to purchase 2,352,500 shares of Common Stock to
employees in fiscal 1997.

(3) The options in this table may terminate before their expiration as a result
of the termination of optionee's status as an employee or upon the
optionee's disability or death.

(4) Under rules promulgated by the SEC, the amounts in these two columns
represent the hypothetical gain or "option spread" that would exist for the
options in this table based on assumed stock price appreciation from the
date of grant until the end of such options' ten-year term at assumed annual
rates of 5% and 10%. The 5% and 10% assumed annual rates of appreciation are
specified in SEC rules and do not represent the Company's estimate or
projection of future stock price growth. There can be no assurance that the
actual stock price appreciation over the 10-year option term will be at the
assumed 5% and 10% annual rates of compounded stock appreciation or at any
other defined rate.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth, as to the Named Officers, certain stock
option information concerning the number of shares subject to both exercisable
and unexercisable stock options and the value of such options as of October 31,
1997.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END($)(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------

C. Edward McVaney....................... -- -- -- --
Douglas S. Massingill................... 545,160 468,790 $16,618,137 $13,692,902
Paul E. Covelo.......................... 625,030 459,620 19,071,248 13,523,999
David E. Girard......................... 257,600 309,400 7,799,159 8,806,152
Daniel B. Snyder........................ 438,480 389,620 13,349,438 11,266,524

- ---------------

(1) Based on the fair market value of the Company's Common Stock at fiscal year
end less the exercise price payable for such shares.

10
13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In March 1997, C. Edward McVaney, Chairman, President and Chief Executive
Officer, sold a total of 46,200 shares of Common Stock of the Company from his
personal holdings to an employee of the Company and to Trygve E. Myhren, Harry
T. Lewis, Jr., Michael J. Maples and Gerald Harrison, each a director of the
Company, for an aggregate purchase price of approximately $500,000. Each of the
individuals purchased 9,240 shares. Additionally, in April 1997, Mr. McVaney
sold 9,240 shares to Delwin D. Hock, a director of the Company, for a purchase
price of approximately $100,000.

In February 1993, Messrs. McVaney, Thompson and Newman (the "Founders") and
the Company entered into a Shareholder Agreement, which was subsequently amended
in January 1996 (the "Old Shareholder Agreement"). The Old Shareholder Agreement
set forth, among other things, certain voting covenants and transfer
restrictions on the shares beneficially owned by the Founders. In August 1997,
the Founders and the Company amended and restated the Old Shareholder Agreement
(the "Amended and Restated Stockholders Agreement"), effective in September
1997. The Amended and Restated Stockholders Agreement provides that Messrs.
Newman and Thompson must cast their votes in the same proportion as the votes
cast by Mr. McVaney with respect to certain significant corporate issues, such
as amending the Company's Certificate of Incorporation or any merger, share
exchange, sale or dissolution of the Company. In addition, each Founder must
vote for the election of each of the other Founders to the Company's Board of
Directors or a designee appointed by such other Founder.

The Company believes that each of the transactions involving the Company
described above were on terms no less favorable to the Company than could have
been obtained from unaffiliated third parties. All future transactions between
the Company and any director or executive officer will be subject to approval by
a majority of the disinterested members of the Board.

REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee (the "Committee") of the Board of Directors
consists of directors Michael J. Maples and Trygve E. Myhren, neither of whom is
an employee or officer of the Company. The Committee's primary responsibilities
are to review and report to the Board on compensation and personnel policies,
programs and plans, including management development and succession plans,
approving employee compensation and benefits and administering the Company's
stock plans.

COMPENSATION PHILOSOPHY AND GOALS

The Company's executive compensation program, which consists of a
combination of base salary, cash bonuses and stock options, is designed in large
part to align executive incentives with the Company's strategic goals. The
Company's compensation goals are to:

- Ensure that there is a link between executive compensation and long-term
stockholder value;

- Ensure that the compensation program motivates, retains and attracts
executives of outstanding abilities;

- Ensure that current cash and equity incentives are competitive with those
of comparable companies;

- Ensure that there is a link between executive compensation and customer
satisfaction;

- Ensure that executives contribute to the Company's long term success; and

- Reward executives for achieving the Company's financial goals.

11
14

ELEMENTS OF COMPENSATION

Compensation for officers and employees of the Company includes both cash
and equity elements. Cash compensation consists of base salary, which is
determined on the basis of the level of responsibility, expertise and experience
of the officer or employee. In addition, cash bonuses may be awarded to officers
and employees. The Committee believes that the salaries of its officers are
comparable to those paid by other software companies. Compensation of sales and
services personnel also includes sales commissions which are tied to quarterly
and yearly revenue targets.

Ownership of the Company's Common Stock is a key element of executive
compensation. Officers and other employees of the Company are eligible to
receive grants under the Incentive Plan. The Incentive Plan permits the Board of
Directors or the Committee to grant stock options to officers and employees on
such terms as the Board or the Committee may determine. In determining the size
of a stock option grant to an officer or employee, the Committee takes into
account the level, experience and responsibility of the officer or employee and
their potential future contribution. Additional options may be granted to
current officers or employees to reward performance or to provide additional
equity incentives. Options granted in the future will have a term of 8 years and
will vest 25% at the end of the first year and 1/48th of the shares will vest
monthly thereafter, thus requiring the employee's continuing services to the
Company.

The Company's 1997 Employee Stock Purchase Plans for U.S. and Non-U.S.
employees permit employees to acquire Common Stock of the Company through
payroll deductions and promote broad-based equity participation throughout the
Company. The Committee believes that such stock plans align the interests of
employees with the long-term interests of stockholders.

The Company maintains a 401(k) Plan to provide retirement benefits through
tax deferred salary deductions for its U.S. employees who meet certain
eligibility requirements. The Company generally matches 50% of an employee's
eligible contributions up to a maximum match of 2% of eligible compensation, but
such match is discretionary.

The Company also maintains an Employee Stock Ownership Plan, which is a
stock plan designed to invest primarily in the Company's Common Stock for the
benefit of the Company's U.S. employees. Company contributions to the ESOP are
determined by the Board of Directors, are discretionary, and, if made, may be in
the form of cash or the Company's Common Stock. The Company anticipates merging
the ESOP into the 401(k) Plan during fiscal 1998 and thereafter may continue to
make contributions of Company Common Stock or cash to the 401(k) Plan.

EXECUTIVE COMPENSATION

Executive compensation for fiscal 1997 included base salary, cash bonuses
and option grants, plus, in the case of sales executives, sales commissions.
Bonus awards for executive officers were based on the following measures of the
Company's performance: customer satisfaction and achievement of certain goals,
which included corporate profit and license fee growth. Executive officers, like
other employees, were eligible for option grants under the 1992 Incentive Stock
Option and 1992 Nonqualified Stock Option Plans, and a total of 2,352,500 shares
were granted to employees in fiscal 1997. Going forward, all option grants will
be made under the Incentive Plan.

CHIEF EXECUTIVE OFFICER COMPENSATION FOR FISCAL 1997

C. Edward McVaney co-founded the Company in March 1977 and is the Company's
Chairman, President and Chief Executive Officer. For fiscal 1997, Mr. McVaney
earned a base salary of $300,000 and cash incentives of $69,300. Cash incentives
approximated 23% of his base salary and were based on attaining the goals
described above. Mr. McVaney received no option grants during fiscal 1997.

Michael J. Maples
Trygve E. Myhren

12
15

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total return to stockholders on
the Company's Common Stock with the cumulative total return of the S&P 500 Index
and the Morgan Stanley Technology Index. The graph assumes that $100 was
invested on September 23, 1997, (the day of the Company's initial public
offering) in the Company's Common Stock, the S&P 500 Index and the Morgan
Stanley Technology Index, including reinvestment of dividends. No dividends have
been declared or paid on the Company's Common Stock. Note that historic stock
price performance is not necessarily indicative of future stock price
performance.

PERFORMANCE GRAPH

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

J.D. Edwards & Morgan Stanley
Company S&P 500 Technology Index
-------------- ------- ----------------
Date Indexed Indexed Indexed
- ------------ -------------- ------- ----------------

24-Sep-97 100.0000 100.0000 100.0000
29-Sep-97 96.4716 100.9381 100.7115
02-Oct-97 94.6851 101.6919 98.8824
07-Oct-97 110.7637 104.0911 100.3871
10-Oct-97 111.4783 102.3823 101.1707
15-Oct-97 111.1210 102.2489 99.8710
20-Oct-97 105.0469 101.1784 94.7706
23-Oct-97 96.4716 100.6575 93.0572
28-Oct-97 96.8289 97.6040 88.1105
31-Oct-97 97.1862 96.8385 86.4977

OTHER MATTERS

The Board of Directors knows of no other business which will be presented
for consideration at the Annual Meeting other than described above. However, if
any other matters are properly presented at the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote, or otherwise
act, in accordance with their judgment on such matters.

THE BOARD OF DIRECTORS

Denver, Colorado
February 6, 1998

13
16
J.D. EDWARDS & COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]

WITHHOLD
AUTHORITY
FOR all to vote for FOR all nominees, except
nominees all nominees vote withheld for those named below:

1. Election of Directors MARK HERE FOR ADDRESS
NOMINEES: GERALD HARRISON, CHANGE AND NOTE AT RIGHT [ ]
DELWIN D. HOOK, [ ] [ ] [ ]
JACK L. THOMPSON ------------------
NOMINEE EXCEPTIONS
FOR AGAINST ABSTAIN
2. Ratification of appointment [ ] [ ] [ ]
of Price Waterhouse LLP as
independent accountants of
the Company for the year
ending October 31, 1998. Please sign exactly as your name appears hereon
When shares are registered in the names of two
or more persons, whether as joint tenants, as
community property or otherwise, both or all of
such persons should sign. When signing as
attorney, executor, administrator, trustee,
guardian or another fiduciary capacity, please
give full title as such. If a corporation,
please sign in full corporate name by President
or other authorized person. If a partnership,
please sign in partnership name by authorized
person.

----------------------------------------------
Signature Date

PLEASE SIGN EXACTLY AS NAME APPEARS HEREON

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
J.D. EDWARDS & COMPANY
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MARCH 18, 1998

The undersigned stockholder of J.D. Edwards & Company, a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and accompanying Proxy Statement each dated February 6,
1998 and hereby appoints Richard G. Snow, Jr. and Stacey L. Bowers, or either of
them, proxies and attorneys-in-fact, each with full power of substitution, to
represent the undersigned at the Annual Meeting of Stockholders of J.D. Edwards
& Company to be held Wednesday, March 18, 1998 at 10:00 a.m., local time, at
J.D. Edwards & Company's World Headquarters at One Technology Way, Denver,
Colorado and at any adjournment thereof, and to vote all shares of Common Stock
of the Company held of record by the undersigned on January 26, 1998 as
hereinafter specified upon the proposals listed on the reverse side.

IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF
STOCKHOLDERS, PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED OFORO THE
PROPOSALS BELOW AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THESE PROPOSALS.