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^*

JORDAN MICHAEL H

(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)
	Chm and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2006

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	11/06/2006		M		40,500	A	$15.58	645,825	D
Common Stock	11/06/2006		S		1,500	D	$25.49	644,325	D
Common Stock	11/06/2006		S		200	D	$25.5	644,125	D
Common Stock	11/06/2006		S		2,300	D	$25.51	641,825	D
Common Stock	11/06/2006		S		7,300	D	$25.52	634,525	D
Common Stock	11/06/2006		S		1,700	D	$25.53	632,825	D
Common Stock	11/06/2006		S		3,000	D	$25.56	629,825	D
Common Stock	11/06/2006		S		3,000	D	$25.57	626,825	D
Common Stock	11/06/2006		S		3,300	D	$25.58	623,525	D
Common Stock	11/06/2006		S		11,600	D	$25.59	611,925	D
Common Stock	11/06/2006		S		6,300	D	$25.6	605,625	D
Common Stock	11/06/2006		S		300	D	$25.61	605,325	D
Common Stock								434.51⁽¹⁾	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) 3/20/03 Grant	$15.58	11/06/2006		M			40,500	⁽³⁾	⁽³⁾	Common Stock	40,500	$0	0	D
Employee Stock Option (right to buy) 3/20/03 Grant	$15.58							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		500,000⁽²⁾	D
Employee Stock Option (right to buy) 3/20/03 Grant	$20.254							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		500,000⁽²⁾	D
Employee Stock Option (right to buy) 3/24/04 Grant	$19.175							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		550,000⁽²⁾	D
Employee Stock Option (right to buy) 3/24/04 Grant	$24.9275							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		550,000⁽²⁾	D
Employee Stock Option (right to buy) 3/31/05 Grant	$20.665							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		550,000⁽²⁾	D
Employee Stock Option (right to buy) 3/15/06 Grant	$27.475							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		600,000⁽²⁾	D
Phantom Stock-EDP (1 for 1)	$0⁽⁴⁾	05/11/2006		A		27.18⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	27.18⁽⁵⁾	$26.17⁽⁵⁾	6,719	D

Explanation of Responses:

1. These shares were held under the Issuer's 401k Plan as of 10/31/06, and includes .820 dividends at $26.17 from 05/11/06, and .922 dividends @ $23.31 from 08/11/06. 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.

2. No reportable change since the last filing - this is a reiteration of holdings only.

3. Information originally included at time grant was reported.

4. 1 for 1

5. Shares of phantom stock units ("PSUs") under the Issuer's Executive Deferral Plan ("EDP") are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. The 27.18 amount reported is comprised of 12.79 PSU dividends at $26.17 from 05/11/06 and 14.39 PSU dividends @ $23.31 from 08/11/06.

Remarks:

	Linda Epstein as Attorney-in-Fact for Michael H. Jordan	11/06/2006
	** 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).
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