SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kelly Jeffrey D

(Last)

(First)

(Middle)

5400 LEGACY DRIVE

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRONIC DATA SYSTEMS CORP /DE/ [ EDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP - Americas

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/11/2008		D		805	D	⁽¹⁾	177,688	D
Common Stock	08/11/2008		F		618	D	$24.845	177,070	D
Common Stock								287.91⁽²⁾	I	JP Morgan Retirement Plan Services

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy) 3/24/04 Grant	$19.175							⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾		40,000⁽³⁾	D
Employee Stock Option (right to buy) 3/24/04 Re-Grant	$19.175							⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾		15,700⁽³⁾	D
Employee Stock Option (right to buy) 03/15/07 Grant	$27.37							⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾		110,000⁽³⁾	D
Employee Stock Option (right to buy) 02/13/08 Grant	$18.295							⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾		180,000⁽³⁾	D
Phantom Stock-EDP DSU Award	$0⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾		54,660⁽³⁾	D

Explanation of Responses:

1. The 07/03/06 GM Recompete Performance RSU award ("Award") for the performance period (July 2006 - June 2008), vested 2,500 PRSUs @ a performance percentage of 67.8% resulting in a forfeiture of 805 PRSUs back to the Issuer, as well as those 618 shares also withheld by Issuer for taxes in connection with the PRSUs that vested. The Award was voluntarily early reported based on vesting criteria, so the total of Reporting Person's beneficial ownership has been reduced accordingly.

2. These shares were held indirectly under the Issuer's 401(k) Plan as of 07/31/08, and include 1.3712 dividends @ $24.46 per stock unit on 06/10/08. JP Morgan Retirement Plan Services accounts for holdings in the stock fund in units, comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of Issuer's common stock.

3. No reportable change since the last filing, this is a reiteration of holdings only.

4. Information originally included when grant was reported.

5. 1 for 1

6. Shares of phantom stock units issued under the Issuer's Executive Deferral Plan are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer.

Remarks:

	Linda Epstein as Attorney-in-Fact for Jeffrey D. Kelly	08/13/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.