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^*

SCHUCKENBROCK STEPHEN FRANCIS

(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)
	Co-COO; EVP Sales & Client Sol

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2006

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	03/15/2006		A		58,000	A	⁽¹⁾	147,244	D
Common Stock								34,162⁽²⁾	I	National Financial Services LLC
Common Stock								284.28⁽³⁾	I	Hewitt Associates LLC

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) 01/09/04 Grant	$23.955							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		202,379⁽⁴⁾	D
Employee Stock Option (right to buy) 03/24/04 Grant	$19.175							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		100,000⁽⁴⁾	D
Employee Stock Option (right to buy) 03/31/05 Grant	$20.665							⁽⁵⁾	⁽⁵⁾	Common Stock	85,000		85,000⁽⁴⁾	D
Employee Stock Option (right to buy) 3/15/06 Grant	$27.475	03/15/2006		A		175,000		⁽⁷⁾	⁽⁷⁾	Common Stock	175,000	⁽⁷⁾	175,000	D
Phantom Stock - EDP (1 for 1)	$0⁽⁶⁾	05/12/2005		A		2.32⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	2.32⁽⁸⁾	⁽⁸⁾	586.09⁽⁸⁾	D

Explanation of Responses:

1. The 58,000 amount reflects unvested performance restricted stock units ("PRSU") granted pursuant to a Rule 16b-3 qualified plan award to the Reporting Person on 03/15/06 and cliff vests on 02/27/09, with the number of PRSUs that vest dependent upon Issuer's financial performance over such period. For the 2006 PRSU award, vesting will occur after completion of the performance period that began on 01/01/06 and will end on 12/31/08. Performance will be measured based on Issuer's operating margin, net asset utilization and organic revenue growth during the performance period relative to pre-established targets. The PRSUs vesting for Executive Committee members can range from 0% to 200% of Target Award based on Issuer's performance relative to pre-established metrics/performance goals. One half of vested shares are restricted from sale, assignment or transfer for one year following the vesting date.

2. No reportable change -- this is a reiteration of holdings only to the shares held indirectly in street name by National Financial Services LLC for benefit the Reporting Person.

3. These shares were held under the Issuer's 401k Plan as of 02/28/06, and includes dividend shares credited to Reporting Person's account in the amount of .477 @ $23.89 on 11/11/05; and .5319 @ $26.55 on 02/15/06. Hewitt Associates LLC 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 EDS common stock.

4. No reportable change -- this is a reiteration of holdings only.

5. Information originally included at time grant was reported.

6. 1 for 1

7. These shares were acquired under Issuer's 2003 Incentive Plan. These options cliff vest on 2/27/2009 and remain exercisable until 3/15/2013. Once vested, stock options may be exercised for shares during the twelve-month period following the vesting date. In addition, stock issued upon an exercise of an option within the twelve-month period following the vesting date will be subject to a holding period of one year from the date of exercise.

8. Shares of phantom stock units ("PSU") under the Issuer's Executive Deferral Plan ("EDP") are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. The PSU amount reported is comprised of: 1.22 PSU dividends @ $23.89 from 11/11/05; and 1.10 PSU dividends @ $26.55 from 02/15/06. The total amount also reflects a minor adjustment due to rounding.

Remarks:

	Linda Epstein as Attorney-in-Fact for Steve Schuckenbrock	03/17/2006
	** 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.