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[Wilson Sonsini Goodrich & Rosati Letterhead]
December 30, 1998
VIA EDGAR, FACSIMILE AND COURIER
Ms. Rani Doyle, Esq.
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Mail Stop 4-6
Telephone: 202.942.1834
Facsimile: 202.942.9544
RE: PEOPLESOFT, INC.
REGISTRATION STATEMENT ON FORM S-3
REGISTRATION NO. 333-09652
Dear Ms. Doyle:
On behalf of PeopleSoft, Inc. ("PeopleSoft"), and pursuant to Rule 477
under the Securities Act of 1933, as amended, we hereby request that
PeopleSoft's Registration Statement on Form S-3 (Registration No. 333-09652),
originally filed on November 16, 1998 and amended on November 25, 1998 (the
"Registration Statement"), be withdrawn. PeopleSoft is withdrawing the
Registration Statement because it no longer intends to issue the shares in the
manner contempletated by the Registration Statement.
If you have any questions in this regard, please contact Steven L.
Berson, Peter Heinecke or the undersigned of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, at (650) 493-9300.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Michael S. Russell
Michael S. Russell
cc: Stephen F. Hill
