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^*

KRENZ SCOTT J

(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)
	VP-Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2003

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	11/18/2003		S		13,385	D	$21.423	35,455⁽¹⁾	D
Common Stock								165.06⁽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) - 7/25/00	$42							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		100⁽³⁾	D
Employee Stock Option (right to buy) - 2/6/02	$60.45							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		100⁽³⁾	D
Employee Stock Option (right to buy) - 5/14/97	$37.375							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		1,062⁽³⁾	D
Employee Stock Option (right to buy) - 8/10/98 Grant	$40.5937							⁽⁵⁾	⁽⁵⁾	Common Stock	75,000		37,500⁽¹⁾	D
Employee Stock Option (right to buy) - 2/6/01 Grant	$57.575							⁽⁵⁾	⁽⁵⁾	Common Stock	35,000		17,500⁽¹⁾	D
Employee Stock Option (right to buy) - 2/6/02 Grant	$60.925							⁽⁵⁾	⁽⁵⁾	Common Stock	35,000		17,500⁽¹⁾	D
Employee Stock Option (right to buy) - 2/10/03 Grant	$16.205							⁽⁵⁾	⁽⁵⁾	Common Stock	35,000		17,500⁽¹⁾	D
Employee Stock Option (right to buy) - 2/10/03 Grant	$16.205							⁽⁵⁾	⁽⁵⁾	Common Stock	7,343		3,672⁽¹⁾	D
Phantom Stock-EDP (1 FOR 1)	⁽⁶⁾	11/12/2003		A		72.94⁽⁷⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	72.94⁽⁷⁾	⁽⁷⁾	3,655.64⁽¹⁾	D

Explanation of Responses:

1. Since the date of the reporting person's last ownership report, he transferred 6,668 unvested RSUs, and one-half of the Issuer's securities from his 401(k) holdings, as well as the EDP holdings and stock options set forth on Table 2-Derivative Securities to his ex-wife pursuant to a qualified domestic relations order ("QDRO").

2. These were held indirectly in trust by Hewitt Associates LLC under the EDS 401(k) Plan as of October 31, 2003. This amount reflects a 2.1710 dividend from 8/13/03 at $22.46, and a 1.1127 dividend from 11/12/03 at $22.00. This amount is also reflective of the transfer made pursuant to the QDRO.

3. No reportable change to Derivatives -- this is a reiteration of holdings only.

4. Shares of phantom stock units under the Issuer's Executive Deferral Plan are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer.

5. Information originally included at time grant was reported.

6. 1 for 1

7. Under Issuer's Executive Deferral Plan ("EDP") dividends on 8/13/03 in the amount of 48.18 phantom stock units at $22.46, and 24.76 phantom stock units at $22.00 were posted to the reporting person's EDP account.

Remarks:

	Linda Kelso Epstein as Attorney-in-Fact for Scott Krenz	11/20/2003
	** 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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