<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 2001
                                              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)

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

                      AMENDED AND RESTATED 1989 STOCK PLAN
                        1992 EMPLOYEE STOCK PURCHASE PLAN
                                 2001 STOCK PLAN
                            (Full title of the Plans)

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

                                  CRAIG CONWAY
                      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)

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

<PAGE>   2

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
                                                          Proposed        Proposed
                                                           Maximum         Maximum
                                                          Offering        Aggregate      Amount of
                                        Amount to be        Price      Offering Price   Registration
Title of Securities to be Registered   Registered (1)   per Share (2)        (2)            Fee
-----------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>            <C>              <C>
Common Stock, par value $.01 per       14,382,135 shares   $ 43.45      $  624,903,766      $ 156,226
    share, to be issued under the
    Amended and Restated 1989
    Employee Stock Plan

Common Stock, par value $.01 per        4,314,640 shares   $ 43.45      $  187,471,108       $ 46,868
    share, to be issued under the
    1992 Employee Stock Purchase Plan

Common Stock, par value $.01 per        6,000,000 shares   $ 43.45      $  260,700,000       $ 65,175
    share, to be issued under the
    2001 Stock Plan
-----------------------------------------------------------------------------------------------------

Total                                  24,696,775 shares                $1,073,074,874      $ 268,269
=====================================================================================================
</TABLE>

(1)     For the sole purpose of calculating the registration fee, the number of
        shares to be registered under this Registration Statement is the number
        of additional shares authorized to be issued under the Amended and
        Restated 1989 Stock Plan, the 1992 Employee Stock Purchase Plan, and the
        2001 Stock Plan.

(2)     Estimated in accordance with Rule 457(h) under the Securities Act of
        1933, as amended, solely for the purpose of calculating the total
        registration fee. Computation based upon the average of the high and low
        prices of the Common Stock as reported on the Nasdaq National Market on
        June 26, 2001 because the exercise prices for the options to be granted
        in the future and the prices at which shares will be purchased in the
        future are not currently determinable.

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

<PAGE>   3

                                  INTRODUCTION

        This Registration Statement on Form S-8 is filed by PeopleSoft, Inc., a
Delaware corporation (the "Company," "Corporation" or the "Registrant"),
relating to 24,696,775 shares of its common stock, par value $0.01 per share
(the "Common Stock"), issuable to eligible employees of the Company under the
Amended and Restated 1989 Stock Plan, the 1992 Employee Stock Purchase Plan, and
the 2001 Stock Plan.

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan information

        Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.

Item 2. Registrant information and employee plan annual information

        Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.


                                     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, 2000 as filed with the SEC on April 2, 2001 as
               amended by the Form 10-K/A as filed with the SEC on July 2, 2001.

        (b)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 2001 as filed with the SEC on May 15, 2001.

        (c)    The Registrant's Amended and Restated 1989 Stock Option Plan
               filed with the Registration Statement on Form S-8 as filed with
               the SEC on September 29, 2000.

        (d)    The Registrant's 1992 Employee Stock Purchase Plan (as amended on
               January 31, 2000) filed with the Registration Statement on Form
               S-8 as filed with the SEC on September 29, 2000.

        (e)    The Registrant's 2001 Stock Plan filed with the Registrant's
               Definitive Proxy Statement on Schedule 14A filed with the
               Securities and Exchange Commission on April 19, 2001.

        (f)    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, including any amendment or report
               filed for the purpose of updating such description.

        (g)    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


<PAGE>   4

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"). As
permitted by the Delaware General Corporation Law, the Company has included in
its Certificate of Incorporation a provision to eliminate the personal liability
of its directors for monetary damages for breach or alleged breach of their
fiduciary duties as directors, subject to certain exceptions. In addition, the
Bylaws of the Company require it to (i) indemnify the officers and directors
under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and (ii) advance expenses to
the officers and directors as incurred in connection with proceedings against
them for which they may be indemnified. The Company has entered into
indemnification agreements with its officers and directors containing provisions
that are in some respects broader than the specific indemnification provisions
contained in the Delaware General Corporation Law. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature), to advance expenses incurred as a
result of any proceeding against them as to which they may be indemnified, and
to obtain directors' and officers' insurance if available on reasonable terms.
The Company believes that these charter provisions and indemnification
agreements are necessary to attract and retain qualified persons as directors
and officers.

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(f) and (g).
        5                Opinion and consent of Counsel as to legality of securities being
                         registered.
        23.1             Consent of Ernst & Young LLP, Independent Auditors.
        23.2             Consent of Arthur Andersen LLP, Independent Public Accountants.
        23.3             Consent of Counsel is contained in Exhibit 5.
        23.4             Consent of Arthur Andersen LLP, Independent Public Accountants.
        24               Power of Attorney. Reference is made to page 4 of this Registration
                         Statement.
</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



                                       2
<PAGE>   5

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; (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
offering.

        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.



                                       3
<PAGE>   6

                                   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 2nd
day of July, 2001.


                                   PEOPLESOFT, INC.


                                   By: /s/ KEVIN T. PARKER
                                      ------------------------------------------
                                       Kevin T. Parker
                                       Senior Vice President and Chief Financial
                                       Officer (Principal Financial and
                                       Accounting 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 Craig Conway, Kevin T. Parker and
Anne Jordan, 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.



                                       4
<PAGE>   7

        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             July 2, 2001
-----------------------------------
         David A. Duffield

          /s/ ANEEL BHUSRI                    Vice Chairman of the Board of Directors          July 2, 2001
-----------------------------------
            Aneel Bhusri

          /s/ CRAIG CONWAY                    President, Chief Executive Officer and           July 2, 2001
-----------------------------------          Director (Principal Executive Officer and
            Craig Conway                                     Director)

        /s/ KEVIN T. PARKER                  Senior Vice President and Chief Financial         July 2, 2001
-----------------------------------         Officer (Principal Financial and Accounting
          Kevin T. Parker                                    Officer)

        /s/ A. GEORGE BATTLE                                 Director                          July 2, 2001
-----------------------------------
          A. George Battle

     /s/ FRANK J. FANZILLI JR.                               Director                          July 2, 2001
-----------------------------------
       Frank J. Fanzilli Jr.

          /s/ STEVE GOLDBY                                   Director                          July 2, 2001
-----------------------------------
            Steve Goldby

       /s/ CYRIL J. YANSOUNI                                 Director                          July 2, 2001
-----------------------------------
         Cyril J. Yansouni
</TABLE>



                                       5
<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(f) and (g).
        5                Opinion and consent of Counsel as to legality of securities being
                         registered.
        23.1             Consent of Ernst & Young LLP, Independent Auditors.
        23.2             Consent of Arthur Andersen LLP, Independent Public Accountants.
        23.3             Consent of Counsel is contained in Exhibit 5.
        23.4             Consent of Arthur Andersen LLP, Independent Public Accountants.
        24               Power of Attorney. Reference is made to page 4 of this Registration
                         Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f73710s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20153}]
{"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": "333-64424", "film-number": "1673987"}, "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 JULY 2, 2001
                                              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)

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

                      AMENDED AND RESTATED 1989 STOCK PLAN
                        1992 EMPLOYEE STOCK PURCHASE PLAN
                                 2001 STOCK PLAN
                            (Full title of the Plans)

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

                                  CRAIG CONWAY
                      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)

                             ----------------------
2

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                                          Proposed        Proposed
                                                           Maximum         Maximum
                                                          Offering        Aggregate      Amount of
                                        Amount to be        Price      Offering Price   Registration
Title of Securities to be Registered   Registered (1)   per Share (2)        (2)            Fee
-----------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per       14,382,135 shares   $ 43.45      $  624,903,766      $ 156,226
    share, to be issued under the
    Amended and Restated 1989
    Employee Stock Plan

Common Stock, par value $.01 per        4,314,640 shares   $ 43.45      $  187,471,108       $ 46,868
    share, to be issued under the
    1992 Employee Stock Purchase Plan

Common Stock, par value $.01 per        6,000,000 shares   $ 43.45      $  260,700,000       $ 65,175
    share, to be issued under the
    2001 Stock Plan
-----------------------------------------------------------------------------------------------------

Total                                  24,696,775 shares                $1,073,074,874      $ 268,269
=====================================================================================================
(1)     For the sole purpose of calculating the registration fee, the number of
        shares to be registered under this Registration Statement is the number
        of additional shares authorized to be issued under the Amended and
        Restated 1989 Stock Plan, the 1992 Employee Stock Purchase Plan, and the
        2001 Stock Plan.

(2)     Estimated in accordance with Rule 457(h) under the Securities Act of
        1933, as amended, solely for the purpose of calculating the total
        registration fee. Computation based upon the average of the high and low
        prices of the Common Stock as reported on the Nasdaq National Market on
        June 26, 2001 because the exercise prices for the options to be granted
        in the future and the prices at which shares will be purchased in the
        future are not currently determinable.

================================================================================
3

                                  INTRODUCTION

        This Registration Statement on Form S-8 is filed by PeopleSoft, Inc., a
Delaware corporation (the "Company," "Corporation" or the "Registrant"),
relating to 24,696,775 shares of its common stock, par value $0.01 per share
(the "Common Stock"), issuable to eligible employees of the Company under the
Amended and Restated 1989 Stock Plan, the 1992 Employee Stock Purchase Plan, and
the 2001 Stock Plan.

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan information

        Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.

Item 2. Registrant information and employee plan annual information

        Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.

                                     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, 2000 as filed with the SEC on April 2, 2001 as
               amended by the Form 10-K/A as filed with the SEC on July 2, 2001.

        (b)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 2001 as filed with the SEC on May 15, 2001.

        (c)    The Registrant's Amended and Restated 1989 Stock Option Plan
               filed with the Registration Statement on Form S-8 as filed with
               the SEC on September 29, 2000.

        (d)    The Registrant's 1992 Employee Stock Purchase Plan (as amended on
               January 31, 2000) filed with the Registration Statement on Form
               S-8 as filed with the SEC on September 29, 2000.

        (e)    The Registrant's 2001 Stock Plan filed with the Registrant's
               Definitive Proxy Statement on Schedule 14A filed with the
               Securities and Exchange Commission on April 19, 2001.

        (f)    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, including any amendment or report
               filed for the purpose of updating such description.

        (g)    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
4

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"). As
permitted by the Delaware General Corporation Law, the Company has included in
its Certificate of Incorporation a provision to eliminate the personal liability
of its directors for monetary damages for breach or alleged breach of their
fiduciary duties as directors, subject to certain exceptions. In addition, the
Bylaws of the Company require it to (i) indemnify the officers and directors
under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and (ii) advance expenses to
the officers and directors as incurred in connection with proceedings against
them for which they may be indemnified. The Company has entered into
indemnification agreements with its officers and directors containing provisions
that are in some respects broader than the specific indemnification provisions
contained in the Delaware General Corporation Law. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature), to advance expenses incurred as a
result of any proceeding against them as to which they may be indemnified, and
to obtain directors' and officers' insurance if available on reasonable terms.
The Company believes that these charter provisions and indemnification
agreements are necessary to attract and retain qualified persons as directors
and officers.

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(f) and (g).
        5                Opinion and consent of Counsel as to legality of securities being
                         registered.
        23.1             Consent of Ernst & Young LLP, Independent Auditors.
        23.2             Consent of Arthur Andersen LLP, Independent Public Accountants.
        23.3             Consent of Counsel is contained in Exhibit 5.
        23.4             Consent of Arthur Andersen LLP, Independent Public Accountants.
        24               Power of Attorney. Reference is made to page 4 of this Registration
                         Statement.
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

                                       2
5

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; (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
offering.

        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.

                                       3
6

                                   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 2nd
day of July, 2001.

                                   PEOPLESOFT, INC.

                                   By: /s/ KEVIN T. PARKER
                                      ------------------------------------------
                                       Kevin T. Parker
                                       Senior Vice President and Chief Financial
                                       Officer (Principal Financial and
                                       Accounting 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 Craig Conway, Kevin T. Parker and
Anne Jordan, 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.

                                       4
7

        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             July 2, 2001
-----------------------------------
         David A. Duffield

          /s/ ANEEL BHUSRI                    Vice Chairman of the Board of Directors          July 2, 2001
-----------------------------------
            Aneel Bhusri

          /s/ CRAIG CONWAY                    President, Chief Executive Officer and           July 2, 2001
-----------------------------------          Director (Principal Executive Officer and
            Craig Conway                                     Director)

        /s/ KEVIN T. PARKER                  Senior Vice President and Chief Financial         July 2, 2001
-----------------------------------         Officer (Principal Financial and Accounting
          Kevin T. Parker                                    Officer)

        /s/ A. GEORGE BATTLE                                 Director                          July 2, 2001
-----------------------------------
          A. George Battle

     /s/ FRANK J. FANZILLI JR.                               Director                          July 2, 2001
-----------------------------------
       Frank J. Fanzilli Jr.

          /s/ STEVE GOLDBY                                   Director                          July 2, 2001
-----------------------------------
            Steve Goldby

       /s/ CYRIL J. YANSOUNI                                 Director                          July 2, 2001
-----------------------------------
         Cyril J. Yansouni
5
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(f) and (g).
        5                Opinion and consent of Counsel as to legality of securities being
                         registered.
        23.1             Consent of Ernst & Young LLP, Independent Auditors.
        23.2             Consent of Arthur Andersen LLP, Independent Public Accountants.
        23.3             Consent of Counsel is contained in Exhibit 5.
        23.4             Consent of Arthur Andersen LLP, Independent Public Accountants.
        24               Power of Attorney. Reference is made to page 4 of this Registration
                         Statement.