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* Rittenmeyer Ronald A (Last) (First) (Middle) 5400 LEGACY DRIVE (Street) PLANO TX 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, President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 03/31/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year) 04/02/2008	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2008		A		1,213	A	(1)	862,470	D
Common Stock								70.61(2)	I	By JP Morgan Retirement Plan Services

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy) 07/07/05 Grant	$19.19							(5)	(5)	Common Stock	(5)		75,000(3)	D
Employee Stock Option (right to buy) 07/07/05 Grant	$19.19							(5)	(5)	Common Stock	(5)		200,000(3)	D
Employee Stock Option (right to buy) 3/15/06 Grant	$27.475							(5)	(5)	Common Stock	(5)		175,000(3)	D
Employee Stock Option (right to buy) 03/15/07 Grant	$27.37							(5)	(5)	Common Stock	(5)		333,000(3)	D
Employee Stock Option (right to buy) 02/13/08 Grant	$18.295							(5)	(5)	Common Stock	(5)		2,000,000(3)	D
Phantom Stock - EDP (1 for 1)	$0(4)	03/10/2008		A		0.292(6)		(6)	(6)	Common Stock	0.292	$16.56	96.58(6)	D
Phantom Stock-EDP DSU Award	$0(4)							(5)	(5)	Common Stock	(5)		150,000(3)	D
Phantom Stock-EDP PDSU Award	$0(4)							(5)	(5)	Common Stock	(5)		150,000(3)	D

Explanation of Responses:

1. The 1,213.2 amount reported reflects non-derivative shares comprised of 1,206.8549 shares @ $14.11 per share acquired under the Issuer's Employee Stock Purchase Plan ("ESPP") on 03/31/08, and 6.3450 dividend shares acquired and reinvested on 03/10/08 under the ESPP at $16.5265 per share. This correction to decrease the prior amount reported by 299.17 ESPP non-derivative shares is the only amendment to the original filing.

2. These shares were held indirectly under the Issuer's 401(k) Plan as of 03/31/08, and include .5350 vested dividends @ $8.86 per unit from 03/10/08. JP Morgan Retirement Plan Services 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 Issuer's common stock.

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

4. 1 for 1

5. Information originally included at time grant was reported.

6. 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. Shares of PSU under the Issuer's Executive Deferral Plan are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. The .2920 amount reported represents PSU dividends @ $16.56 from 03/10/08. There was a a minor adjustment due to rounding to the total holdings.

Remarks:

	Linda Epstein as Attorney-in-Fact for Ronald A. Rittenmeyer	04/09/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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