SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Sheaffer James W

(Last)

(First)

(Middle)

3170 FAIRVIEW PARK DRIVE

(Street)

FALLS CHURCH

22042

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2010

3. Issuer Name and Ticker or Trading Symbol
COMPUTER SCIENCES CORP [ CSC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, NPS

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,442	D
Common Stock	401	I	By 401(k)⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (rights to buy)	03/03/2005⁽²⁾	03/03/2013	Common Stock	5,000	$30.64	D
Options (rights to buy)	05/12/2005⁽³⁾	05/12/2004	Common Stock	7,500	$39.04	D
Options (rights to buy)	05/26/2010⁽⁴⁾	05/26/2019	Common Stock	38,635	$42.12	D
Options (rights to buy)	05/23/2006⁽⁵⁾	05/23/2015	Common Stock	10,000	$44.3	D
Options (rights to buy)	05/27/2009⁽⁶⁾	05/27/2018	Common Stock	26,784	$48.61	D
Options (rights to buy)	12/19/2006⁽⁷⁾	12/19/2015	Common Stock	25,000	$49.1	D
Options (rights to buy)	06/18/2008⁽⁸⁾	06/18/2017	Common Stock	30,000	$55.23	D
Options (rights to buy)	05/22/2007⁽⁹⁾	05/22/2016	Common Stock	25,000	$55.35	D
Restricted Stock Units	05/22/2010⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	6,060	$0⁽¹⁰⁾	D
Restricted Stock Units	06/18/2010⁽¹¹⁾	⁽¹¹⁾	Common Stock	10,910	$0⁽¹¹⁾	D
Restricted Stock Units	12/19/2010⁽¹²⁾	⁽¹²⁾	Common Stock	3,394	$0⁽¹²⁾	D
Restricted Stock Units	04/01/2011⁽¹³⁾	⁽¹³⁾	Common Stock	6,563	$0⁽¹³⁾	D
Restricted Stock Units	05/15/2011⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	11,713	$0⁽¹⁴⁾	D
Restricted Stock Units	05/27/2011⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	9,752	$0⁽¹⁵⁾	D
Restricted Stock Units	03/30/2012⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	11,813	$0⁽¹⁶⁾	D
Restricted Stock Units	05/26/2012⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	11,813	$0⁽¹⁵⁾	D

Explanation of Responses:

1. Shares held by Trustee pursuant to the Computer Sciences Corporation (CSC) Matched Asset Plan (401(k) Plan).

2. This option initially covered 7,500 shares and vested in three equal annual installments beginning March 3, 2004.

3. This option vested in three equal annual installments beginning May 12, 2005.

4. This option is exercisable in three equal annual installments beginning May 26, 2010.

5. This option vested in three equal annual installments beginning May 23, 2006.

6. This option is exercisable in three equal annual installments. The first installment became exercisable on May 27, 2009, and the next two installments become exercisable on May 27, 2010 and May 27, 2011.

7. This option vested in three equal annual installments beginning December 19, 2006.

8. This option is exercisable in three equal annual installments. The first two installments became exercisable on June 18, 2008 and June 18, 2009, the next installment becomes exercisable on June 18, 2010.

9. This option vested in three equal annual installments beginning May 22, 2007.

10. Each Restricted Stock Unit (RSU) entitles the reporting person to receive one share of common stock upon the vesting date. The RSU's initially covered 9,091 shares and vest in three equal annual installments. The first installment vested on May 22, 2009, and the next two installments vest on May 22, 2010 and May 22, 2010.

11. Each Restricted Stock Unit (RSU) entitles the reporting person to receive one share of common stock upon the vesting date. The RSU's vest in three equal annual installments beginning June 18, 2010.

12. Each Restricted Stock Unit (RSU) entitles the reporting person to receive one share of common stock upon the vesting date. The RSU's initially covered 10,184 shares and vest in three equal annual installments. The first two installments vested on December 19, 2008 and December 19, 2009, the next installment vests on December 19, 2010.

13. Each Restricted Stock Unit (RSU) entitles the reporting person to receive one share of common stock upon the vesting date. The RSUs vest 100% on April 1, 2011.

14. Each Restricted Stock Unit (RSU) entitles the reporting person to receive one share of common stock upon the vesting date. The RSUs vest 100% on May 15, 2011.

15. Each Restricted Stock Unit (RSU) entitles the reporting person to receive one share of common stock upon the vesting date. The RSUs vest 100% on the third anniversary of the grant date.

16. Each Restricted Stock Unit (RSU) entitles the reporting person to receive one share of common stock upon the vesting date. The RSUs vest 100% on March 30, 2012.

Remarks:

See attached Exhibit 24 - Power of Attorney

	M. Louise Turilli, Attorney-In-Fact	05/19/2010
	** 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 5 (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.
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