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

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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^*

HELLER JEFFREY M

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2005

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	12/14/2005		M		28,419	A	$0	680,695	D
Common Stock	12/14/2005		F		7,104	D	$0⁽⁶⁾	673,591	D
Common Stock								3,489⁽¹⁾	I	By Spouse as Trustee for the Jeffrey Austin Heller 2000 Trust Account
Common Stock								3,489⁽¹⁾	I	By Spouse as Trustee for the Brandon Heller 2000 Trust Account
Common Stock								289.09⁽²⁾	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) 12/17/96 Grant	$45.06							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		500,000⁽¹⁾	D
Employee Stock Option (right to buy) 8/10/98 Grant	$40.5937							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		300,000⁽¹⁾	D
Employee Stock Option (right to buy) 4/24/00 Grant	$68.8125							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		175,000⁽¹⁾	D
Employee Stock Option (right to buy) 2/6/01 Grant	$57.575							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		150,000⁽¹⁾	D
Employee Stock Option (right to buy) 3/20/03 Grant	$15.58							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		25,870⁽¹⁾	D
Employee Stock Option (right to buy) 3/20/03 Grant	$15.58							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		125,000⁽¹⁾	D
Employee Stock Option (right to buy) 3/20/03 Grant	$20.254							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		125,000⁽¹⁾	D
Employee Stock Option (right to buy) 3/24/04 Grant	$19.175							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		150,000⁽¹⁾	D
Employee Stock Option (right to buy) 3/24/04 Grant	$24.9275							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		150,000⁽¹⁾	D
Phantom Stock - EDP (1 for 1)	$0⁽⁴⁾	02/14/2005		M		28,160⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	28,160⁽⁵⁾	$0⁽⁵⁾	103,181	D

Explanation of Responses:

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

2. These shares were held indirectly in trust by Hewitt Associates LLC under EDS 401(k) Plan as of 1/31/05. On 2/11/05 there were 1.0678 dividend units @ $19.90 credited to Reporting Person's account. 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.

3. Information originally included at time grant was reported.

4. 1 for 1

5. Per Reporting Person's election with regard to issuance of phantom stock units ("PSU") under the Issuer's Executive Deferral Plan, an in-service distribution was elected to be made while the Reporting Person is employed. An in-service distribution effectively changes phantom stock units into common stock. On 2/14/05 Reporting Person had an in-service distribution of 28,419 PSUs which were converted into common shares reported on Table I. In addition, on 2/11/05 there were 258.60 PSU dividends @ $19.90 per PSU credited to Reporting Person's EDP account.

6. A flat 25% (rounded down) of the total shares were withheld for taxes by Issuer.

Remarks:

	Linda Epstein as Attorney-in-Fact for Jeffrey M. Heller	02/16/2005
	** 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).
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