<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1999
                                              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               (I.R.S. Employer Identification No.)
of Incorporation or Organization)

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

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

                  Distinction Software, Inc. Stock Option Plan
                            (Full title of the Plans)

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

                                DAVID A. DUFFIELD
                      CHAIRMAN 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
==============================================================================================================
                                                         PROPOSED MAXIMUM  PROPOSED MAXIMUM
         TITLE OF 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.....................   5,941 shares        $12.37           $73,511              $20.44
==============================================================================================================
</TABLE>

(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Distinction Software, Inc. 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 options 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, 1998.

   (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June
       30, 1998.

   (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 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.

                                      II-1
<PAGE>   3

Item 8.  Consultants and Advisors

        Not applicable

Item 9.  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-3 of this
                Registration Statement.

       99       Distinction Software Inc. Stock Option Plan.
</TABLE>

Item 10.  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 (1)(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; and (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.

   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.

                                     II-2
<PAGE>   4



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 26th
day of August, 1999.

                                         PEOPLESOFT, INC.

                                         By: /s/ Stephen F. Hill
                                             -----------------------------
                                             Stephen F. Hill

                                         Vice President and Acting Chief
                                         Financial Officer
                                         (Principal Financial Officer)

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, Stephen F. Hill
and Anne Jorden, 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 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-3
<PAGE>   5

   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                          Chief Executive Officer                           August 27, 1999
-------------------------------------------    (Principal Executive Officer) and Director
(David A. Duffield)

/s/ Craig Conway                               President, Chief Operating Officer, and           August 27, 1999
-------------------------------------------    Director
(Craig Conway)

/s/ Stephen F. Hill                            Vice President and Acting Chief                   August 27, 1999
-------------------------------------------    Financial Officer
(Stephen F. Hill)                              (Principal Financial Officer)

/s/ Bill Elson                                 Vice President and Corporate Controller           August 27, 1999
-------------------------------------------
(Bill Elson)                                   (Principal Accounting Officer)

/s/ Aneel Bhusri                               Director and Vice Chairman                        August 27, 1999
-------------------------------------------
(Aneel Bhusri)

-------------------------------------------    Director
(A. George Battle)

/s/ George J. Still Jr.                        Director                                          August 27, 1999
-------------------------------------------
(George J. Still, Jr.)

/s/ Cyril J. Yansouni                          Director                                          August 27, 1999
-------------------------------------------
(Cyril J. Yansouni)
</TABLE>



                                      II-4


<PAGE>   6

                                  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-3 of this
                Registration Statement.

        99.1    Distinction Software Inc. Stock Option Plan.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15459}]
{"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": "333-86103", "film-number": "99701788"}, "business-address": {"street1": "4460 HACIENDA DR POST OFFICE BOX 8015", "city": "PLEASANTON", "state": "CA", "zip": "94588", "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 AUGUST 27, 1999
                                              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               (I.R.S. Employer Identification No.)
of Incorporation or Organization)

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

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

                  Distinction Software, Inc. Stock Option Plan
                            (Full title of the Plans)

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

                                DAVID A. DUFFIELD
                      CHAIRMAN 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
==============================================================================================================
                                                         PROPOSED MAXIMUM  PROPOSED MAXIMUM
         TITLE OF 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.....................   5,941 shares        $12.37           $73,511              $20.44
==============================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the Distinction Software, Inc. 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 options 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, 1998.

   (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June
       30, 1998.

   (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 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.

                                      II-1
3

Item 8.  Consultants and Advisors

        Not applicable

Item 9.  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-3 of this
                Registration Statement.

       99       Distinction Software Inc. Stock Option Plan.
Item 10.  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 (1)(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; and (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.

   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.

                                     II-2
4

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 26th
day of August, 1999.

                                         PEOPLESOFT, INC.

                                         By: /s/ Stephen F. Hill
                                             -----------------------------
                                             Stephen F. Hill

                                         Vice President and Acting Chief
                                         Financial Officer
                                         (Principal Financial Officer)

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, Stephen F. Hill
and Anne Jorden, 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 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-3
5

   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                          Chief Executive Officer                           August 27, 1999
-------------------------------------------    (Principal Executive Officer) and Director
(David A. Duffield)

/s/ Craig Conway                               President, Chief Operating Officer, and           August 27, 1999
-------------------------------------------    Director
(Craig Conway)

/s/ Stephen F. Hill                            Vice President and Acting Chief                   August 27, 1999
-------------------------------------------    Financial Officer
(Stephen F. Hill)                              (Principal Financial Officer)

/s/ Bill Elson                                 Vice President and Corporate Controller           August 27, 1999
-------------------------------------------
(Bill Elson)                                   (Principal Accounting Officer)

/s/ Aneel Bhusri                               Director and Vice Chairman                        August 27, 1999
-------------------------------------------
(Aneel Bhusri)

-------------------------------------------    Director
(A. George Battle)

/s/ George J. Still Jr.                        Director                                          August 27, 1999
-------------------------------------------
(George J. Still, Jr.)

/s/ Cyril J. Yansouni                          Director                                          August 27, 1999
-------------------------------------------
(Cyril J. Yansouni)
II-4
6

                                  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-3 of this
                Registration Statement.

        99.1    Distinction Software Inc. Stock Option Plan.