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^*

FELD CHARLES

(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)
	Sr EVP App Serv

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2008

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	08/26/2008		M		1,378	A	⁽¹³⁾	354,108	D
Common Stock	08/26/2008		F		345	D	$25⁽¹³⁾	353,763	D
Common Stock	08/26/2008		D		324,895	D	⁽¹⁾⁽²⁾	28,868	D
Common Stock	08/26/2008		D		28,868	D	⁽¹⁾	0	D
Common Stock	08/26/2008		D		389.7604	D	⁽³⁾	0⁽³⁾	I	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)
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) 01/09/04 Grant	$23.955	08/26/2008		D			269,838	⁽⁴⁾	01/09/2009	Common Stock	269,838	⁽⁶⁾⁽¹²⁾	0	D
Employee Stock Option (right to buy) 03/24/04 Grant	$19.175	08/26/2008		D			100,000	⁽⁴⁾	03/24/2014	Common Stock	100,000	⁽⁷⁾⁽¹²⁾	0	D
Employee Stock Option (right to buy) 03/31/05 Grant	$20.665	08/26/2008		D			99,000	⁽⁴⁾	03/31/2012	Common Stock	99,000	⁽⁸⁾⁽¹²⁾	0	D
Employee Stock Option (right to buy) 03/15/06 Grant	$27.475	08/26/2008		D			130,000	⁽⁴⁾	03/15/2013	Common Stock	130,000	⁽⁹⁾⁽¹²⁾	0	D
Employee Stock Option (right to buy) 03/15/07 Grant	$27.37	08/26/2008		D			210,000	⁽⁴⁾	02/26/2010	Common Stock	210,000	⁽¹⁰⁾⁽¹²⁾	0	D
Employee Stock Option (right to buy) 02/13/08 Grant	$18.295	08/26/2008		D			240,000	⁽⁴⁾	02/13/2015	Common Stock	240,000	⁽¹¹⁾⁽¹²⁾	0	D
Phantom Stock - EDP (1 for 1)	$0⁽⁵⁾	08/26/2008		M			1,378⁽¹³⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	1,378⁽¹³⁾	⁽¹³⁾	0	D

Explanation of Responses:

1. In connection with the acquisition of Issuer by Hewlett-Packard (the "Merger") Reporting Person's performance restricted stock units ("PRSUs") and restricted stock units ("RSUs") were forfeited during the Merger and exchanged per footnote 2. The PRSU Awards noted were voluntarily early reported based on vesting criteria, so the total of Reporting Person's beneficial ownership has been reduced according to footnote 2. Shares owned directly by Reporting Person were exchanged for a cash payment of $25 per share.

2. 40,000 PRSUs awarded 02/13/08 were forfeited 08/26/08 in exchange for a cash payment of $25 per PRSU; 70,000 PRSUs awarded 03/15/07 were forfeited 08/26/08 in exchange for a cash payment of $25 per PRSU; 45,000 PRSUs awarded 03/15/06 were forfeited 08/26/08 in exchange for a cash payment of $25 per PRSU; 40,000 RSUs awarded 02/13/08 were forfeited 08/26/08 in exchange for a cash payment of $25 per PRSU; and 129,895 RSUs awarded 12/04/06 were forfeited 08/26/08 in exchange for a cash payment of $25 per RSU.

3. These shares were held indirectly under the Issuer's 401(k) Plan as of 08/26/08, and include 1.1938 dividends @ $16.56 from 03/10/08 and 1.8578 dividends @ $24.46 from 06/10/08. JP Morgan Retirement Plan Services accounts for holdings in the Issuer's 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 on 08/26/08. Reporting Person's stock fund units were canceled in the Merger in exchange for a cash payment of $25 per stock unit and directed to the Reporting Person's 401(k) Moderate Portfolio fund or as otherwise directed by the Reporting Person.

4. Information originally included at time grant was reported.

5. 1 for 1

6. This option was exchanged by HP in the Merger with an option to purchase 148,923 shares of HP common stock for $43.41 per share.

7. This option was exchanged by HP in the Merger with an option to purchase 55,190 shares of HP common stock for $34.75 per share.

8. This option was exchanged by HP in the Merger with an option to purchase 54,638 shares of HP common stock for $37.45 per share.

9. This option was exchanged by HP in the Merger with an option to purchase 71,747 shares of HP common stock for $49.79 per share.

10. This option was exchanged by HP in the Merger with an option to purchase 115,899 shares of HP common stock for $49.60 per share.

11. This option was exchanged by HP in the Merger with an option to purchase 132,456 shares of HP common stock for $33.15 per share.

12. Reporting Person's option award(s) were converted using an exchange ratio (i.e., the numerator was the Issuer's per-share merger consideration ($25/share) and the denominator was the average closing price of HP's stock on the NYSE as reported by The Wall Street Journal for the five (5) full trading days ending on the date that is two (2) trading days prior to closing (rounded down to the nearest whole share), with the exercise price of converted stock option grant(s) being equal to (x), the original exercise price for the Issuer's options, divided by (y) - the exchange ratio described above - rounded up to the nearest whole cent.)

13. 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. The PSU amount includes 4.1290 dividends @ $16.56 from 03/10/08; 2.8040 dividends @ $24.46 from 06/10/08; and 2.7714 dividends @ $24.7950 from 08/13/08. Shares of PSU under the Issuer's Executive Deferral Plan are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. In connection with the acquisition of Issuer by Hewlett-Packard (the "Merger"), all of the Reporting Person's PSUs were canceled in exchange for a cash payment of $25 per PSU. This disposition was approved in accordance with Rule 16b-3(e) and occurred simultaneously with the Merger.

Remarks:

	Linda Epstein as Attorney-in-Fact for Charles S. Feld	08/26/2008
	** Signature of Reporting Person	Date
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