February 16, 2006

Via U.S. Mail

William L. Deckelman, Jr.
Executive Vice President and General Counsel
Affiliated Computer Services, Inc.
2828 North Haskell Avenue
Dallas, Texas  75204

	Re:	Affiliated Computer Services, Inc.
		Schedule TO-C filed January 26, 2006
		Schedule TO-C filed January 27, 2006
		Schedule TO-C filed February 1, 2006
		Schedule TO-C filed February 6, 2006
		Schedule TO-I filed February 9, 2006
		SEC File No. 5-43971

Dear Mr. Deckelman:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule TO
Exhibit (a)(1)(A) - Offer to Purchase for Cash
	Forward-Looking Statements, page 8
1. We note your references here and in Exhibit (a)(5)(I) to the
Private Securities Litigation Reform Act of 1995.  The safe harbor
protections for forward-looking statements contained in the
federal
securities laws do not apply to statements made in connection with
a
tender offer.  See Section 27A(b)(2)(C) of the Securities Act of
1933
and Regulation M-A telephone interpretation M.2 available at
www.sec.gov in the July 2001 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations.  Please refrain from referring to such safe
harbor
provisions in any future press releases or other communications
relating to this tender offer.
The Offer, page 12
2. In an appropriate place in this discussion, disclose how you
will
notify shareholders of the price you have determined you will pay
for
shares tendered in the tender offer.
	Section 1. Terms of the Offer
3. Refer to the second paragraph under "Odd Lots" where you
indicate
that you reserve the right to purchase Shares tendered from those
shareholders who, after proration, would then own less than 100
Shares.  Please tell us how this would be appropriate under Rule
13e-
4(f)(3).
	Section 4. Withdrawal Rights, page 24
4. See the penultimate paragraph in this section.  Please revise
to
explain why you may be "unable to purchase Shares in the Offer for
any reason" other than a failure of condition.
Section 7. Conditions of the Offer, page 26
5. See the first paragraph, which relates to the company`s
determination whether the triggering of a condition "makes it
inadvisable" to proceed with the offer.  Please note that, when a
condition is triggered and the company decides to proceed with the
offer anyway, we believe that this constitutes a waiver of the
triggered condition(s). You may not rely on this language to
tacitly
waive a condition of the offer by failing to assert it.  Please
confirm your understanding on a supplemental basis.
6. A tender offer may only be subject to conditions that are
drafted
with sufficient specificity to allow for objective verification
that
the conditions have been satisfied.  In this regard, we note the
following:
* the reference to "any action or omission to act by [you]" in the
first and last paragraph;
* the reference to "threatened" in the second bullet point; and
* the reference to "indirectly" in the third bullet point.
Please revise to clarify the conditions in accordance with this
comment.
	Section 9.  Source and Amount of Funds, page 29
7. We note that the offer remains subject to a financing
condition.
In this regard, please note our position that a material change in
the offer occurs when the offer becomes fully financed (i.e. the
financing condition is satisfied) and that, accordingly, five days
must remain in the offer or the offer must be extended upon the
satisfaction or waiver of the financing condition.  Please advise
us
of your intent in this regard.
8. Confirm to us that when the financing is complete, you will
file
the relevant loan agreement as an exhibit in accordance with Item
1016(b) of Regulation M-A.

	Section 13.  Material U.S. Federal Income Tax Considerations,
page 40
9. Please eliminate the statement in the last paragraph that this
discussion is included for general information only.  We believe
this
statement suggests that your stockholders may not rely on the
description of the material tax consequences included in your
offering materials.
	Section 15.  Fees and Expenses, page 45
10. We note your indication that the Dealer Manager will receive a
"reasonable and customary fee."  Considering you have indicated on
page 12 and elsewhere that you will extend the Offer if you
"materially increase the Dealer Manager`s fee," revise this
discussion to provide quantified information so as to give readers
some sense as to what this fee constitutes.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their disclosure, they are responsible for
the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

      							Sincerely,



								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc via facsimile at 214-661-4954:

Neel Lemon, Esq.
Sarah Rechter, Esq.
Baker Botts L.L.P.
??

??

??

??

Affiliated Computer Services, Inc.
February 16, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE