Also filed on behalf of 7 Plaintiff States (see signature block)

UNITED STATES OF AMERICA, et al.,                       Plaintiffs,                   v. ORACLE CORPORATION,                   Defendant.

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CASE NO. C 04-0807 VRW Filed May 18, 2004 PLAINTIFFS' WITNESS LIST

Witness Name	Witness Affiliation	Description of Testimony Subjects	Estimated Time of Direct
Scott Hatfield	Cox Communications, Inc.	Cox Communications' HRM/FMS systems needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM/FMS needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Bob Bullock	CH2M Hill Inc.	CH2M Hill's HRM/FMS systems needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM/FMS systems needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Richard A. Bergquist	PeopleSoft, Inc.	PeopleSoft, its products and its focus on "enterprise customers"; the requirements of "enterprise customers" competition among PeopleSoft, Oracle and SAP for the enterprise customer entry and repositioning conditions for mid-tier vendors role of competition between PSFT and Oracle in new products and innovations	2
Nancy Thomas	IBM Global Services, Business Consulting Services	software selection and implementation services provided to clients for ERP systems, including HRM and FMS vendor characteristics, attributes of ERP systems offered by vendors and the functional needs and requirements of clients alternatives available to clients for HRM and FMS systems needs selection process for HRM and FMS systems, including information obtained and disclosed	1.5
Laurette Bradley	Verizon Communications Inc.	Verizon's HRM/FMS system needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM/FMS needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Phillip Maxwell	Neiman Marcus Group	Neiman Marcus' HRM/FMS systems needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM/FMS systems needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Ken Johnsen	Pepsi Americas	Pepsi Americas' HRM/FMS systems needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM/FMS systems needs competition to meet systems needs likely impact of proposed transaction	.75
Scott Wesson	Apartment Investment and Management Co.	AIMCO's HRM/FMS system needs decision/plans regarding licensing and implementing systems and system enhancements consideration of available options for HRM/FMS systems needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Perry E. Keating	BearingPoint, Inc.	software selection and implementation services provided to clients for ERP systems, including HRM and FMS; vendor characteristics, attributes of ERP systems offered by vendors and the functional needs and requirements of clients alternatives available to clients for HRM and FMS systems needs; selection process for HRM and FMS systems, including information obtained and disclosed	1.5
Douglas Burgum	Microsoft Corp.	Microsoft business software, its competition and significance	1.25
Richard Cichanowicz	Nextel Communications	Nextel's HRM/FMS systems needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM/FMS systems needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Leonard Disimone	Metro North, New York	Metro North's HRM/FMS systems needs decision/plans regardng licensing and implementing systems and system enhancements consideration of available options for HRM/FMS systems needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Phillip Wilmington	PeopleSoft, Inc.	the sales process for high-function enterprise software competition among enterprise software vendors, including competition between PeopleSoft and Oracle the significance of other software vendors or other alternatives conditions relevant to possible new entry or repositioning by mid-tier vendors to serve enterprise customers	2
Geoff Penney	Charles Schwab & Co., Inc.	Charles Schwab's HRM/FMS system needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM/FMS needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Curtis Wolfe	State of North Dakota	North Dakota's HRM/FMS systems needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM/FMS systems needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Scott Elliott	Kerr-McGee Corporation	Kerr-McGee's HRM/FMS systems needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM/FMS systems needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Arthur Teelak, Jr.	Erie County, New York	Erie County's HRM/FMS systems needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM/FMS systems needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Michael Gorriz	DaimlerChrylser AG	DaimlerChrysler's HRM/FMS systems needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM/FMS systems needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Mary Glover	Greyhound Lines, Inc.	Greyhound's HRM systems needs decision/plans/experience in licensing and implementing systems and system enhancements consideration of available options for HRM systems needs competition among Oracle, PeopleSoft, and SAP likely impact of proposed transaction	.75
Lynn E. Anderson	Cap Gemini Ernst & Young U.S. LLC	software selection and implementation services provided to clients for ERP systems, including HRM and FMS vendor characteristics, attributes of ERP systems offered by vendors and the functional needs and requirements of clients alternatives available to clients for HRM and FMS systems needs selection process for HRM and FMS systems, including information obtained and disclosed	1.5
Marco Iansiti	Harvard Business School	Enterprise requirements for FMS/HRM software, and capability and suitability of various vendors to provide applications to meet these requirements For further detail, see expert report.	3
Richard Allen	former PeopleSoft, Inc.	J.D. Edwards, Inc.'s unsuccessful attempt to enter the market for enterprise customers.	2
Kenneth Elzinga	University of Virginia	Economic analysis of proposed transaction. For further detail, see expert report.	3
Preston McAfee	California Institute of Technology	Economic analysis of competitive effect of proposed transaction. For further detail, see expert report.	2
REBUTTAL
Mark Zmiejewski	University of Chicago; Chicago Partners	Rebuttal of efficiencies evidence anticipated from Oracle. For further detail, see expert report	2

Plaintiff also intends to introduce witness deposition testimony, including video testimony, pursuant to the Case Management Order.