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^*

Gordon Storrow 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP, GC & Sec

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2006

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	11/08/2006		M		5,145	A	$16.205⁽¹⁾	75,650	D
Common Stock	11/08/2006		S		5,380	D	$26.42	70,270	D
Common Stock	11/08/2006		S		500	D	$26.24	69,770	D
Common Stock	11/08/2006		S		4,645	D	$26.23	65,125	D
Common Stock								675.46⁽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) 2/10/03 Grant	$16.205							⁽⁴⁾	⁽⁴⁾	Common Stock	15,000		15,000⁽³⁾	D
Employee Stock Option (right to buy) 2/10/03 Grant	$16.205	11/08/2006		M			5,145	⁽⁴⁾	⁽⁴⁾	Common Stock	5,145	$0	0	D
Employee Stock Option (right to buy) 3/24/04 Grant	$19.175							⁽⁴⁾	⁽⁴⁾	Common Stock	16,100		16,100⁽³⁾	D
Employee Stock Option (right to buy) 3/24/04 Grant	$19.175							⁽⁴⁾	⁽⁴⁾	Common Stock	20,000		20,000⁽³⁾	D
Employee Stock Option (right to buy) 3/24/04 Grant	$19.175							⁽⁴⁾	⁽⁴⁾	Common Stock	357		357⁽³⁾	D
Employee Stock Option (right to buy) 3/15/06 Grant	$27.475							⁽⁴⁾	⁽⁴⁾	Common Stock	90,000		90,000⁽³⁾	D

Explanation of Responses:

1. In connection with the 2,759 restricted stock units ("RSUs") that vested on 10/03/06, there were 730 RSUs withheld by Issuer for taxes. All of such RSUs were originally awarded pursuant to a Rule 16b-3 qualified plan.

2. These shares were held under the Issuer's 401k Plan as of 09/30/06, and includes dividend shares credited to Reporting Person's account in the amount of 1.274 @ $26.17 on 05/11/06; and 1.434 @ $23.31 on 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.

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

4. Information originally included at time grant was reported.

Remarks:

	Linda Epstein as Attorney-in-Fact for Storrow M. Gordon	11/09/2006
	** 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).
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