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)
	Vice Chairman

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		18,251	A	⁽¹¹⁾	835,076	D
Common Stock	08/26/2008		F		4,563	D	⁽¹¹⁾	830,513	D
Common Stock	08/26/2008		D		301,000	D	⁽¹⁾⁽²⁾	529,513	D
Common Stock	08/26/2008		D		529,513	D	⁽³⁾	0	D
Common Stock	08/26/2008		D		2,025	D	⁽³⁾⁽⁴⁾	0	I	By Spouse as Trustee for the Jeffrey Austin Heller 2006 Trust Account
Common Stock	08/26/2008		D		2,025	D	⁽³⁾⁽⁴⁾	0	I	By Spouse as Trustee for the Robert Brandon Heller 2006 Trust Account
Common Stock	08/26/2008		D		2,025	D	⁽³⁾⁽⁴⁾	0	I	By Spouse as Trustee for the Ford Christopher Myers 2006 Trust Account
Common Stock	08/26/2008		D		4,389	D	⁽³⁾⁽⁵⁾	0	I	By Spouse as Trustee for the Jeffrey Austin Heller 2000 Trust Account
Common Stock	08/26/2008		D		4,389	D	⁽³⁾⁽⁵⁾	0	I	By Spouse as Trustee for the Robert Brandon Heller 2000 Trust Account
Common Stock	08/26/2008		D		579.206	D	⁽³⁾⁽⁶⁾	0	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) 12/17/96 Grant	$45.06	08/26/2008		D			500,000⁽¹⁰⁾	⁽⁷⁾	12/16/2011	Common Stock	500,000⁽¹⁰⁾	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy) 3/20/03 Grant	$15.58	08/26/2008		D			125,000⁽⁹⁾	⁽⁷⁾	03/20/2013	Common Stock	125,000⁽⁹⁾	⁽⁹⁾	0	D
Employee Stock Option (right to buy) 3/20/03 Grant	$20.254	08/26/2008		D			125,000⁽⁹⁾	⁽⁷⁾	03/20/2013	Common Stock	125,000⁽⁹⁾	⁽⁹⁾	0	D
Employee Stock Option (right to buy) 3/24/04 Grant	$19.175	08/26/2008		D			150,000⁽⁹⁾	⁽⁷⁾	03/24/2014	Common Stock	150,000⁽⁹⁾	⁽⁹⁾	0	D
Employee Stock Option (right to buy) 3/24/04 Grant	$24.9275	08/26/2008		D			150,000⁽⁹⁾	⁽⁷⁾	03/24/2014	Common Stock	150,000⁽⁹⁾	⁽⁹⁾	0	D
Employee Stock Option (right to buy) 3/31/05 Grant	$20.665	08/26/2008		D			188,000⁽⁹⁾	⁽⁷⁾	03/31/2012	Common Stock	188,000⁽⁹⁾	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy) 3/15/06 Grant	$27.475	08/26/2008		D			250,000⁽¹⁰⁾	⁽⁷⁾	03/15/2013	Common Stock	250,000⁽¹⁰⁾	⁽¹⁰⁾	0	D
Employee Stock Option (right to buy) 3/15/07 Grant	$27.37	08/26/2008		D			250,000⁽¹⁰⁾	⁽⁷⁾	03/15/2014	Common Stock	250,000⁽¹⁰⁾	⁽¹⁰⁾	0	D
Phantom Stock - EDP (1 for 1)	$0⁽⁸⁾	08/26/2008		M			18,251⁽¹¹⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	18,251⁽¹¹⁾	⁽¹¹⁾	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.

2. 81,000 PRSUs awarded 03/15/07 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; 90,000 PRSUs awarded 03/15/06 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; and 130,000 RSUs awarded 05/02/94 were forfeited 08/26/08 in exchange for a cash payment of $25 per share.

3. In connection with the acquisition of Issuer by Hewlett-Packard (the "Merger"). these shares were canceled in exchange for a cash payment of $25 per share on the effective date of the Merger. In connection with the Merger, Reporting Person is hereby relying on the view the SEC's staff has expressed with regard to Rule 16b-3 exempting an officer's or director's indirect interest in securities beneficially owned through an entity.

4. These shares were gifted individually to Jeffrey Austin Heller, Robert Brandon Heller, and Ford Christopher Myers in their 2006 Trust Accounts (i.e., the Jeffrey Merwin Heller & Carol Jean Franklin Heller, Trustee UA December 2006 The Jeffrey Austin Heller 2006 Trust FBO Jeffrey Austin Heller; the Jeffrey Merwin Heller & Carol Jean Franklin Heller, Trustee UA December 2006 The Robert Brandon Heller 2006 Trust FBO Robert Brandon Heller; and the Jeffrey Merwin Heller & Carol Jean Franklin Heller, Trustee UA December 2006 The Ford Christopher Myers 2006 Trust FBO Ford Christopher Myers respectively), and held by Reporting Person's Spouse and Reporting Person as custodians for each of the minor grandchildren not residing in Reporting Person's household. Reporting Person disclaims beneficial ownership of all such gifts of securities except to the extent of any indirect pecuniary interest he may have therein.

5. These shares were originally gifted to Jeffrey Austin Heller (i.e., under the Jeffrey Merwin Heller & Carol Jean Franklin Heller, Trustees UA March 10, 2000 The Jeffrey Austin Heller 2000 Trust FBO Jeffrey Austin Heller), and to Robert Brandon Heller (i.e., under the Jeffrey Merwin Heller & Carol Jean Franklin Heller, Trustees UA March 10, 2000 The Robert Brandon Heller 2000 Trust FBO Robert Brandon Heller) and held by Reporting Person's Spouse and Reporting Person as custodians for each of the minor grandchildren not residing in Reporting Person's household. Reporting Person disclaims beneficial ownership of all such gifts of securities except to the extent of any indirect pecuniary interest he may have therein.

6. These shares were held indirectly under the Issuer's 401(k) Plan as of 08/26/08, and include 2.7615 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.

7. Information originally included at time grant was reported.

8. 1 for 1

9. This option was forfeited during the Merger on 08/26/08 in exchange for a cash payment equal to the difference between the grant price and $25 per option.

10. This option was forfeited during the Merger on 08/26/08.

11. Shares of phantom stock units ("PSUs") issued under the Issuer's Executive Deferral Plan are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. The Phantom Stock reflects additional dividends from 37.1550 dividends @ $24.4600 from 06/10/08; and 36.7281 dividends @ $24.7950 from 08/13/08. All of the Reporting Person's PSUs were canceled in the Merger in exchange for a cash payment of $25 per PSU.

Remarks:

	Linda Epstein as Attorney-in-Fact for Jeffrey M. Heller	08/26/2008
	** 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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