EXHIBIT 4.1
 
                      RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                                PEOPLESOFT, INC.
 
 
         Pursuant to Section 245 of the General Corporation Law of Delaware,
David A. Duffield and Ronald E. F. Codd certify that they are the President and
Secretary, respectively, of PeopleSoft, Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), and
further certify that the text of the Corporation's Certificate of Incorporation
is restated and amended to read as follows:
 
 
                                    ARTICLE I
 
         The name of the corporation is PeopleSoft, Inc. (the "Corporation").
 
 
                                   ARTICLE II
 
         The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
 
 
                                   ARTICLE III
 
         This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock". The total number
of shares which the corporation is authorized to issue is Seventy-Two Million
(72,000,000) shares. Seventy Million (70,000,000) shares shall be Common Stock
and Two Million (2,000,000) shares shall be Preferred Stock, each with a par
value of One Cent ($.01), of which 70,000 shall be designated Series A
Participating Preferred Stock.
 
                  The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article III, to provide for the
issuance of the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from time
to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
 
                  The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
 
                           (a) The number of shares constituting that series and
the distinctive designation of that series;
 
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                           (b) The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares of
that series;
 
                           (c) Whether that series shall have voting rights in
addition to the voting rights provided by law, and, if so, the terms of such
voting rights;
 
                           (d) Whether that series shall have conversion
privileges, and, if so, the terms and conditions of such privileges, including
provision for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
 
                           (e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable on case of redemption, which amount may vary under different
conditions and at different redemption dates;
 
                           (f) Whether that series shall have a sinking fund for
the redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;
 
                           (g) The rights of the shares of that series in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, of any, of payment of shares
of that series; and
 
                           (h) Any other relative rights, preferences and
limitations of that series. 
 
         The terms and provisions of the shares of Series A Participating
Preferred Stock are as follows:
 
         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Participating Preferred Stock," $.01 par value, and the
number of shares constituting such series shall be 70,000.
 
         Section 2. Dividends and Distributions.
 
                  (A) Subject to the prior and superior right of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Participating Preferred Stock shall be entitled to
receive when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last day
of September, December, March and June in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Participating Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to, subject to the provision for
adjustment hereinafter set forth, 1,000 times the
 
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aggregate per share amount of all cash dividends, and 1,000 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock of the Corporation (the "Common Stock")
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series A Participating Preferred Stock.
In the event the Corporation shall at any time after February 27, 1995 (the
"Rights Declaration Date") (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount to which holders of shares of Series A Participating
Preferred Stock were entitled immediately prior to such event under the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
 
                  (B) The Corporation shall declare a dividend or distribution
on the Series A Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock).
 
                  (C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Participating Preferred Stock, unless the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date, in which
case dividends on such shares shall begin to accrue from the date of issue of
such shares, or unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders of shares of
Series A Participating Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Participating Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than 30 days prior to the date fixed for the
payment thereof.
 
 
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         Section 3. Voting Rights. The holders of shares of Series A
Participating Preferred Stock shall have the following voting rights:
 
                  (A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Participating Preferred Stock shall entitle the
holder thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders of shares
of Series A Participating Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
 
                  (B) Except as otherwise provided herein or by law, the holders
of shares of Series A Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.
 
                  (C) Except as required by law, holders of Series A
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.
 
         Section 4.        Certain Restrictions.
 
                  (A) The Corporation shall not declare any dividend on, make
any distribution on, or redeem or purchase or otherwise acquire for
consideration any shares of Common Stock after the first issuance of a share or
fraction of a share of Series A Participating Preferred Stock unless
concurrently therewith it shall declare a dividend on the Series A Participating
Preferred Stock as required by Section 2 hereof.
 
                  (B) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Participating Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series A
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not
 
                                    (i) declare or pay dividends on, make any
other distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Participating Preferred
Stock;
 
 
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<PAGE>   5
                                    (ii) declare or pay dividends on, make any
other distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with Series A
Participating Preferred Stock, except dividends paid ratably on the Series A
Participating Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;
 
                                    (iii) redeem or purchase or otherwise
acquire for consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Participating Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A
Participating Preferred Stock;
 
                                    (iv) purchase or otherwise acquire for
consideration any shares of Series A Participating Preferred Stock, or any
shares of stock ranking on a parity with the Series A Participating Preferred
Stock, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.
 
                  (C) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
 
         Section 5. Reacquired Shares. Any shares of Series A Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
 
         Section 6. Liquidation, Dissolution or Winding Up.
 
                  (A) Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Participating Preferred Stock unless,
prior thereto, the holders of shares of Series A Participating Preferred Stock
shall have received $180,000.00 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference"). Following the payment
of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Participating
Preferred
 
 
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<PAGE>   6
Stock unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the quotient
obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as
appropriately adjusted as set forth in subparagraph (C) below to reflect such
events as stock splits, stock dividends and recapitalization with respect to the
Common Stock) (such number in clause (ii), the "Adjustment Number"). Following
the payment of the full amount of the Series A Liquidation Preference and the
Common Adjustment in respect of all outstanding shares of Series A Participating
Preferred Stock and Common Stock, respectively, holders of Series A
Participating Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect to such
Preferred Stock and Common Stock, on a per share basis, respectively.
 
                  (B) In the event, however, that there are not sufficient
assets available to permit payment in full to the Series A Liquidation
Preference and the liquidation preferences of all other series of Preferred
Stock, if any, which rank on a parity with the Series A Participating Preferred
Stock, then such remaining assets shall be distributed ratably to the holders of
such parity shares in proportion to their respective liquidation preferences. In
the event, however, that there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.
 
                  (C) In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) sub divide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
 
         Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common
 
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<PAGE>   7
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
 
         Section 8. No Redemption. The shares of Series A Participating
Preferred Stock shall not be redeemable.
 
         Section 9. Ranking. The Series A Participating Preferred Stock shall
rank junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
 
         Section 10. Amendment. The Restated Certificate of Incorporation of the
Corporation shall not be further amended in any manner which would materially
alter or change the powers, preference or special rights of the Series A
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the outstanding shares
of Series A Participating Preferred Stock, voting separately as a class.
 
         Section 11. Fractional Shares. Series A Participating Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Participating Preferred Stock.
 
 
                                   ARTICLE IV
 
         The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
 
 
                                    ARTICLE V
 
         The Corporation is to have perpetual existence.
 
 
                                   ARTICLE VI
 
         In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, adopt, alter,
amend or repeal the By-laws of the Corporation, subject to the right of the
stockholders entitled to vote with respect thereto to amend or repeal By-laws
made by the Board of Directors as provided for in this Restated Certificate of
Incorporation. The affirmative vote of 66-2/3% of the total number of votes of
the then outstanding shares of capital stock of this Corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required for the adoption, amendment or repeal of the following
Sections of the
 
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<PAGE>   8
Corporation's By-laws: 2.3 (Special Meeting), 2.15 (Advance Notice of
Stockholder Nominees) and 2.16 (Advance Notice of Stockholder Business) by the
stockholders of this Corporation.
 
 
                                   ARTICLE VII
 
         The number of directors which will constitute the whole Board of
Directors of the Corporation shall be as specified in the By-laws of the
Corporation. Any director or directors may be removed from office at any time,
but only for cause and only by the affirmative vote, at any regular meeting or
special meeting of the stockholders, of not less than 66-2/3% of the total
number of votes of the then outstanding shares of stock of this Corporation
entitled to vote generally in the election of directors, voting together as a
single class, but only if notice of such proposal was contained in the notice of
such meeting. Any vacancy in the Board of Directors resulting from any such
removal or otherwise shall be filled only by vote of a majority of the directors
then in office, although less than a quorum, and any directors so chosen shall
hold office until the next election of directors and until their successors
shall be elected and qualified or until their earlier death, resignation or
removal.
 
 
                                  ARTICLE VIII
 
         The election of directors need not be by written ballot unless the
By-laws of the Corporation shall so provide.
 
 
                                   ARTICLE IX
 
         (a) This Article IX shall become effective only upon the earliest to
occur of the following events (a "Terminating Event"): (i) that date when the
Corporation is no longer subject to Section 2115 of the California Corporations
Code concerning applicability of the California Corporations Code to
corporations incorporated in jurisdictions other than the State of California,
or (ii) that date when the Corporation becomes a listed corporation within the
meaning of Section 301.5 of the California Corporations Code, which provision
refers to a corporation whose shares are traded in the New York Stock Exchange,
American Stock Exchange or Nasdaq National Market.
 
         (b) The Board of Directors shall be classified into two classes and the
members of each class shall serve for a term of two years.
 
 
         (c) There shall be no right with respect to shares of stock of the
corporation to cumulate votes in the election of directors.
 
         (d) At the first annual meeting of stockholders held after a
Terminating Event, one-half of the directors shall be elected for a term of two
years and one-half of the directors shall be elected for
 
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<PAGE>   9
a term of one year. If the number of directors is not divisible by two, the
extra director shall be elected for a term of two years.
 
         (e) At subsequent annual meetings of stockholders, a number of
directors shall be elected equal to the number of directors with terms expiring
at that annual meeting. Directors elected at each such annual meeting shall be
elected for a term expiring with the annual meeting of stockholders two years
thereafter.
 
                                    ARTICLE X
 
         Until the occurrence of a Terminating Event, at all elections of
directors of the Corporation, each holder of stock or of any class or classes or
of a series or series thereof shall be entitled to as many votes as shall equal
the number of votes which (except for this provisions as to cumulative voting)
he would be entitled to cast for the election of directors with respect to his
shares of stock multiplied by the number of directors to be elected by him, and
he may cast all of such votes for a single director or may distribute them among
the number to be voted for, or for any two or more of them as he may see fit.
 
                                   ARTICLE XI
 
         Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any statutory provision) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or in
the By-laws of the Corporation.
 
 
                                   ARTICLE XII
 
         If at any time this Corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent. This provision shall supersede any provision to the
contrary in the By-laws of the Corporation.
 
 
                                  ARTICLE XIII
 
         To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or as may hereafter be amended, a director of the Corporation
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Neither any
amendment nor repeal of this Article XIII, nor the adoption of any provision of
this Restated Certification of Incorporation inconsistent with this Article
XIII, shall eliminate or reduce the effect of this Article XIII in respect of
any matter occurring, or any cause of action, suit or claim
 
 
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<PAGE>   10
that, but for this Article XIII, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.
 
 
                                   ARTICLE XIV
 
         Advance notice of new business and stockholder nominations for the
election of directors shall be given in the manner and to the extent provided in
the By-laws of the Corporation.
 
 
                                   ARTICLE XV
 
         Notwithstanding any other provisions of this Restated Certificate of
Incorporation or the By-laws (and notwithstanding the fact that a lesser
percentage may be specified by law, this Restated Certificate of Incorporation
or the By-laws of this Corporation), the affirmative vote of 66-2/3% of the
total number of the then outstanding shares of capital stock of this Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to amend or repeal, or to adopt any provision
inconsistent with the purpose or intent of Articles VI, VII, IX, XIII and this
Article XV. Notice of any such proposed amendment, repeal or adoption, shall be
contained in the notice of the meeting at which it is to be considered. Subject
to the provisions set forth herein, this Corporation reserves the right to
amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.
 
 
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<PAGE>   11
         The Restated Certificate of Incorporation has been duly adopted by the
stockholders of the Corporation in accordance with the provisions of Section 242
and 245 of the General Corporate Law of the State of Delaware, as amended.
 
         IN WITNESS WHEREOF, the undersigned have executed this certificate on
May  , 1995.
 
 
 
                                                    ----------------------------
                                                    David A. Duffield, President
 
Attest:
 
 
 
 
- ----------------------------
Ronald E. F. Codd, Secretary
 
 
         The undersigned declare under penalty of perjury that the matters set
forth in the foregoing Restated Certificate of Incorporation are true and
correct.
 
Executed at Pleasanton, California on May     , 1995.
 
 
 
                                                    ----------------------------
                                                    David A. Duffield, President
 
Attest:
 
 
 
 
- ---------------------------
Ronald E.F. Codd, Secretary