<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1998
                                              REGISTRATION NO. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                PEOPLESOFT, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                        68-0137069
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                               4460 HACIENDA DRIVE
                          PLEASANTON, CALIFORNIA 94588
               (Address of Principal Executive Offices) (Zip Code)

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

                  INTREPID SYSTEMS, INC. 1992 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                                DAVID A. DUFFIELD
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                PEOPLESOFT, INC.
                4460 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588
                     (Name and Address of Agent for Service)
                                 (925) 694-3000
          (Telephone number, including area code, of agent for service)

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

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
     Title of                                    Proposed Maximum        Proposed Maximum
  Securities to             Amount to be          Offering Price             Aggregate               Amount of
  be Registered             Registered(1)          per Share(2)          Offering Price(2)        Registration Fee
  -------------             -------------        ----------------        -----------------        ----------------
<S>                        <C>                        <C>                    <C>                      <C>
Common Stock, par
value $.01 per share       130,130 shares             $32.50                 $4,229,225               $1,247.62
==================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Intrepid Systems, Inc. 1992
     Stock Option Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration which results in an increase in the number of the
     outstanding shares of PeopleSoft, Inc. Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the maximum offering 
     price per share as such option may be exercised.

================================================================================

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     PeopleSoft, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters
          ended March 31 and June 30, 1998; and

     (c)  The description of the Registrant's Common Stock to be offered hereby
          contained in the Registrant's Registration Statement on Form 8-A dated
          October 7, 1992, filed pursuant to Section 12(g) of the Exchange Act
          including any amendment or report filed for the purpose of updating
          such description.

     (d)  The description of the Registrant's Preferred Share Purchase Rights
          contained in its Registration Statement on Form 8-A/A filed with the
          Commission on March 25, 1998 including any amendment or report filed
          for the purpose of updating such description.

     All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

        Not Applicable.

Item 5. Interests of Named Experts and Counsel

        Not Applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently 

<PAGE>   3

broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933 ( the "1933 Act"). Article XIII of the Registrant's currently effective
Certificate of Incorporation and Article VI of the Registrant's Bylaws provide
for indemnification of its directors, officers, employees and other agents. In
addition, the Registrant has entered into indemnification agreements with its
officers and directors.

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit Number        Exhibit
--------------        -------
<S>                   <C>
    4                 Instruments Defining Rights of Stockholders. Reference is made to
                      Registrant's Registration Statements on Form 8-A which are
                      incorporated herein by reference pursuant to Items 3(c) and (d).
    5                 Opinion and consent of Gibson, Dunn & Crutcher LLP.
    23.1              Consent of Ernst & Young LLP, Independent Auditors.
    23.2              Consent of Gibson, Dunn & Crutcher is contained in Exhibit 5.
    24                Power of Attorney. Reference is made to page II-4 of this 
                      Registration Statement.
    99                Intrepid Systems, Inc. 1992 Stock Option Plan.
</TABLE>

Item 9. Undertaking

     A.   The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (l)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof, and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold upon the termination of the
Intrepid Systems, Inc. 1992 Stock Option Plan.


                                      II-2

<PAGE>   4

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions incorporated by reference in Item 6, or
otherwise, the Registrant has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pleasanton, State of California, on this 8th
day of October, 1998.

                                         PEOPLESOFT, INC.

                                         By: /s/ David A. Duffield
                                            -----------------------------
                                            David A. Duffield
                                            President and Chief Executive 
                                            Officer and Director



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of PeopleSoft, Inc., a Delaware
corporation, do hereby constitute and appoint David A. Duffield, Ronald E.F.
Codd and Robert D. Finnell, and each of them, the lawful attorneys-in- fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations 


                                      II-3

<PAGE>   5

or requirements of the Securities and Exchange Commission in connection with
this Registration Statement. Without limiting the generality of the foregoing
power and authority, the powers granted include the power and authority to sign
the names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of 
Attorney as of the date indicated.


                                      II-4

<PAGE>   6

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                           TITLE                              DATE
<S>                                <C>                                     <C>
    /s/ David A. Duffield          Chairman of the Board of Directors,       October 8, 1998
-----------------------------      President and Chief Executie Officer
    David A. Duffield              Directors,  President  and Chief
                                   (Principal Executive Officer)

    /s/ Ronald E.F. Codd           Senior Vice President of Finance,         October 16, 1998
------------------------------     Chief Financial Officer and Secretary
    Ronald E.F. Codd               (Principal Financial Officer)

    /s/ Alfred J. Castino          Vice President of Finance, Chief          October 8, 1998
------------------------------     Accounting Officer, and Corporate
    Alfred J. Castino              Controller (Principal Accounting 
                                   Officer)

   /s/ A. George "Skip" Battle     Director                                  October 8, 1998
------------------------------
    A. George "Skip" Battle

    /s/ Edgar F. Codd              Director                                  October 8, 1998
------------------------------
    Edgar F. Codd

                                   Director                                            , 1998
------------------------------
    Albert W. Duffield

    /s/ George J. Still, Jr.       Director                                   October 8, 1998
------------------------------
    George J. Still, Jr.

    /s/ Cyril J. Yansouni          Director                                   October 8, 1998
------------------------------
    Cyril J. Yansouni
</TABLE>


                                      II-5

<PAGE>   7


                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                                PEOPLESOFT, INC.

<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number         Exhibit
--------------         -------
<S>                    <C>
     4                 Instruments Defining Rights of Stockholders. Reference is made to
                       Registrant's Registration Statements on Form 8-A which are incorporated
                       herein by reference pursuant to Items 3(c) and (d).

     5                 Opinion and consent of Gibson, Dunn & Crutcher LLP.

     23.1              Consent of Ernst & Young LLP, Independent Auditors.

     23.2              Consent of Gibson, Dunn & Crutcher LLP is contained in Exhibit 5.

     24                Power of Attorney. Reference is made to page II-4 of this Registration
                       Statement.

     99                Intrepid Systems, Inc. 1992 Stock Option Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16299}]
{"company-data": {"conformed-name": "PEOPLESOFT INC", "cik": "0000875570", "assigned-sic": "7372", "irs-number": "680137069", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65857", "film-number": "98727394"}, "business-address": {"street1": "4305 HACIENDA DR POST OFFICE BOX 8015", "city": "PLEASANTON", "state": "CA", "zip": "945833-861", "phone": "5102253000"}, "mail-address": {"street1": "4440 ROSEWOOD DRIVE", "city": "PLEASANTON", "state": "CA", "zip": "94588-3031"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1998
                                              REGISTRATION NO. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                PEOPLESOFT, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                        68-0137069
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                               4460 HACIENDA DRIVE
                          PLEASANTON, CALIFORNIA 94588
               (Address of Principal Executive Offices) (Zip Code)

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

                  INTREPID SYSTEMS, INC. 1992 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                                DAVID A. DUFFIELD
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                PEOPLESOFT, INC.
                4460 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588
                     (Name and Address of Agent for Service)
                                 (925) 694-3000
          (Telephone number, including area code, of agent for service)

                             ----------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================
     Title of                                    Proposed Maximum        Proposed Maximum
  Securities to             Amount to be          Offering Price             Aggregate               Amount of
  be Registered             Registered(1)          per Share(2)          Offering Price(2)        Registration Fee
  -------------             -------------        ----------------        -----------------        ----------------
Common Stock, par
value $.01 per share       130,130 shares             $32.50                 $4,229,225               $1,247.62
==================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Intrepid Systems, Inc. 1992
     Stock Option Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration which results in an increase in the number of the
     outstanding shares of PeopleSoft, Inc. Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the maximum offering 
     price per share as such option may be exercised.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     PeopleSoft, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters
          ended March 31 and June 30, 1998; and

     (c)  The description of the Registrant's Common Stock to be offered hereby
          contained in the Registrant's Registration Statement on Form 8-A dated
          October 7, 1992, filed pursuant to Section 12(g) of the Exchange Act
          including any amendment or report filed for the purpose of updating
          such description.

     (d)  The description of the Registrant's Preferred Share Purchase Rights
          contained in its Registration Statement on Form 8-A/A filed with the
          Commission on March 25, 1998 including any amendment or report filed
          for the purpose of updating such description.

     All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

        Not Applicable.

Item 5. Interests of Named Experts and Counsel

        Not Applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently
3

broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933 ( the "1933 Act"). Article XIII of the Registrant's currently effective
Certificate of Incorporation and Article VI of the Registrant's Bylaws provide
for indemnification of its directors, officers, employees and other agents. In
addition, the Registrant has entered into indemnification agreements with its
officers and directors.

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits
Exhibit Number        Exhibit
--------------        -------
4                 Instruments Defining Rights of Stockholders. Reference is made to
                      Registrant's Registration Statements on Form 8-A which are
                      incorporated herein by reference pursuant to Items 3(c) and (d).
    5                 Opinion and consent of Gibson, Dunn & Crutcher LLP.
    23.1              Consent of Ernst & Young LLP, Independent Auditors.
    23.2              Consent of Gibson, Dunn & Crutcher is contained in Exhibit 5.
    24                Power of Attorney. Reference is made to page II-4 of this 
                      Registration Statement.
    99                Intrepid Systems, Inc. 1992 Stock Option Plan.
Item 9. Undertaking

     A.   The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (l)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof, and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold upon the termination of the
Intrepid Systems, Inc. 1992 Stock Option Plan.

                                      II-2
4

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions incorporated by reference in Item 6, or
otherwise, the Registrant has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pleasanton, State of California, on this 8th
day of October, 1998.

                                         PEOPLESOFT, INC.

                                         By: /s/ David A. Duffield
                                            -----------------------------
                                            David A. Duffield
                                            President and Chief Executive 
                                            Officer and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of PeopleSoft, Inc., a Delaware
corporation, do hereby constitute and appoint David A. Duffield, Ronald E.F.
Codd and Robert D. Finnell, and each of them, the lawful attorneys-in- fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations 

                                      II-3
5

or requirements of the Securities and Exchange Commission in connection with
this Registration Statement. Without limiting the generality of the foregoing
power and authority, the powers granted include the power and authority to sign
the names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of 
Attorney as of the date indicated.

                                      II-4
6

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE                           TITLE                              DATE
/s/ David A. Duffield          Chairman of the Board of Directors,       October 8, 1998
-----------------------------      President and Chief Executie Officer
    David A. Duffield              Directors,  President  and Chief
                                   (Principal Executive Officer)

    /s/ Ronald E.F. Codd           Senior Vice President of Finance,         October 16, 1998
------------------------------     Chief Financial Officer and Secretary
    Ronald E.F. Codd               (Principal Financial Officer)

    /s/ Alfred J. Castino          Vice President of Finance, Chief          October 8, 1998
------------------------------     Accounting Officer, and Corporate
    Alfred J. Castino              Controller (Principal Accounting 
                                   Officer)

   /s/ A. George "Skip" Battle     Director                                  October 8, 1998
------------------------------
    A. George "Skip" Battle

    /s/ Edgar F. Codd              Director                                  October 8, 1998
------------------------------
    Edgar F. Codd

                                   Director                                            , 1998
------------------------------
    Albert W. Duffield

    /s/ George J. Still, Jr.       Director                                   October 8, 1998
------------------------------
    George J. Still, Jr.

    /s/ Cyril J. Yansouni          Director                                   October 8, 1998
------------------------------
    Cyril J. Yansouni
II-5
7

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                PEOPLESOFT, INC.
8

                                  EXHIBIT INDEX
Exhibit Number         Exhibit
--------------         -------
4                 Instruments Defining Rights of Stockholders. Reference is made to
                       Registrant's Registration Statements on Form 8-A which are incorporated
                       herein by reference pursuant to Items 3(c) and (d).

     5                 Opinion and consent of Gibson, Dunn & Crutcher LLP.

     23.1              Consent of Ernst & Young LLP, Independent Auditors.

     23.2              Consent of Gibson, Dunn & Crutcher LLP is contained in Exhibit 5.

     24                Power of Attorney. Reference is made to page II-4 of this Registration
                       Statement.

     99                Intrepid Systems, Inc. 1992 Stock Option Plan.