SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)

Affiliated Computer Services, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Class A Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

008190100

(CUSIP Number of Class of Securities Underlying Options to Purchase Class A Common Stock)

William L. Deckelman, Jr.,
Executive Vice President and General Counsel

Affiliated Computer Services, Inc.
2828 North Haskell
Dallas, Texas 75204
(214) 841-6111

(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)

Copies to:

Frank Bayouth
Skadden, Arps, Slate, Meagher & Flom LLP
1000 Louisiana Street
Suite 6800
Houston, Texas 77002-5026
(713) 655-5100 Neil Leff
Jeffrey W. Tindell
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036-6522
(212) 735-3000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$36,675,000	$1,125.92

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 1,697,150 shares of Class A common stock of Affiliated Computer Services, Inc. having an aggregate value of $36,675,000 as of June 15, 2007 will be amended pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $30.70 for each $1,000,000 of the value of the transaction.

x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid:	$1,119.26
	Form or Registration No.:	005-43971
	Filing party:	Affiliated Computer Services, Inc.
	Date filed:	June 18, 2007
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
	o                    third party tender offer subject to Rule 14d-1.
	x                    issuer tender offer subject to Rule 13e-4.
	o                    going-private transaction subject to Rule 13e-3.
	o                    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

TABLE OF CONTENTS

	Items 2, 4, 5, 7, 8 and 11.
	Item 12.
SIGNATURE
INDEX TO EXHIBITS
Form of Notice to Certain Eligible Option Holders
Script of Telephonic Reminder

     This Amendment No. 1 amends and supplements the Schedule TO (the “Schedule TO”) filed by Affiliated Computer Services, Inc. (the “Company”) with the Securities and Exchange Commission on June 18, 2007, relating to an offer by the Company to amend certain stock options upon the terms and subject to the conditions set forth in the Offer to Amend Eligible Options, dated June 18, 2007 (the “Offer to Amend”) and the other Disclosure Documents.

     Except as amended and supplemented hereby, all terms of the Offer and the Offer to Amend and all disclosure set forth in the Schedule TO and the Exhibits thereto remain unchanged.

     The number of shares of the Company’s Class A common stock underlying options eligible for amendment pursuant to the Offer, as referenced in the introductory paragraph on the second page of the Schedule TO, is hereby amended to 1,697,150.

Items 2, 4, 5, 7, 8 and 11.

     Item 2(b) and each of Items 4, 5(a), 7(a), 8 and 11(a), which incorporate by reference information contained in the Offer to Amend, are hereby amended to state that, as of June 11, 2007, eligible option holders held eligible options to purchase 1,697,150 shares of the Company’s Class A common stock instead of the 1,696,150 shares previously disclosed.

     Each of Items 4(a), 5(a) and 7(a), which incorporate by reference information contained in the Offer to Amend, is hereby amended to state that, assuming that all eligible options outstanding on the date of the offer are amended, then the total cash payments that the Company will be required to make pursuant to the offer will be approximately $4,063,259.

Item 12.

     The cover page for each of Exhibit (a)(1)(C) and Exhibit (a)(1)(H) is amended to reflect that the offer is being made by “Affiliated Computer Services, Inc.”

     Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

(a)(1)(I)	Form of Notice to Certain Eligible Option Holders Regarding Election Form
(a)(1)(J)	Script of Telephonic Reminder Regarding Election Form Due Date

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AFFILIATED COMPUTER SERVICES, INC.
 

/s/ John H. Rexford  

John H. Rexford, 

Executive Vice President and Chief Financial Officer 

Date:     July 11, 2007

INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)(A)*	Offer to Amend Eligible Options, dated June 18, 2007.
(a)(1)(B)*	Letter from Lynn Blodgett, dated June 18, 2007.
(a)(1)(C)*	Election Form.
(a)(1)(D)*	Withdrawal Form.
(a)(1)(E)*	E-mail from Lynn Blodgett, dated June 18, 2007.
(a)(1)(F)*	Form of Acknowledgment of Receipt of Election Form/Withdrawal Form.
(a)(1)(G)*	Form of Reminder E-mails to Employees of Expiration Date.
(a)(1)(H)*	Form of Amendment to Stock Option Agreement and Promise to Make Cash Payment.
(a)(1)(I)	Form of Notice to Certain Eligible Option Holders Regarding Election Form
(a)(1)(J)	Script of Telephonic Reminder Regarding Election Form Due Date
(b)	Not Applicable.
(d)(1)	1997 Stock Incentive Plan (filed as Appendix D to ACS’ Joint Proxy Statement on Schedule 14A filed on November 14, 1997) incorporated herein by reference.
(d)(2)	Amendment No. 1 to 1997 Stock Incentive Plan, dated as of October 28, 2004 (filed as Exhibit 4.6 to ACS’ Registration Statement on Form S-8, filed on December 6, 2005) incorporated herein by reference.
(d)(3)	Form of Stock Option Agreement (filed as Exhibit 10.17 to ACS’ Annual Report on Form 10-K, filed on September 13, 2005) incorporated herein by reference.
(d)(4)	Voting Agreement between Darwin Deason and the Company dated February 9, 2006 (filed as Exhibit 9.1 to ACS’ Quarterly Report on Form 10-Q, filed on February 9, 2006) incorporated herein by reference.
(d)(5)	Waiver Agreement among the Company, Cerberus Capital Management, L.P. and Darwin Deason dated June 10, 2007 (filed as Exhibit 99.2 to ACS’ Current Report on Form 8-K, filed on June 11, 2007) incorporated herein by reference.
(d)(6)	Exclusivity Agreement between Darwin Deason and Cerberus Capital Management, L.P. dated March 20, 2007 (filed as Exhibit 99.3 to ACS’ Current Report on Form 8-K, filed on June 11, 2007) incorporated herein by reference.
(g)	Not Applicable.
(h)	Not Applicable.

* Previously filed.

EX-99.(A)(1)(I)

Exhibit (a)(1)(I)

FORM OF NOTICE TO CERTAIN ELIGIBLE OPTION HOLDERS REGARDING ELECTION FORM

FROM:	Lynn Blodgett
SUBJECT:	Revised Election Form — Stock Option Amendment Program
DATE:	July ___, 2007

     As you know, Affiliated Computer Services Inc. is conducting an offer to amend certain outstanding options, as described in more detail in our Offer to Amend Eligible Options, dated June 18, 2007 (the “Offer to Amend”), a copy of which we have already sent to you. Along with the Offer to Amend, we sent you a personalized election form that included, among other information, a summary of the eligible options that you hold that you may elect to amend pursuant to the terms and conditions of the Offer to Amend.

     We recently determined that the Election Form that we previously sent you does not reflect an accurate account of your eligible options that may be amended pursuant to the Offer to Amend.

     Accordingly, we have enclosed a revised Election Form that sets forth the correct number of eligible options that you currently hold. To accept our offer to amend your eligible options, including with respect to the revised number of eligible options specified in the enclosed Election Form, you must properly follow the instructions contained in the Offer to Amend and you must complete, manually sign and date the enclosed Election Form. Unless extended, we must receive the enclosed Election Form via e-mail to TOAdmin@acs-inc.com or via fax to (214) 584-5388 by 4:00 p.m., Dallas, Texas time, on July 17, 2007.

     Please note that you should use the corrected, enclosed Election Form if you choose to amend any of your options. If you have already submitted the prior Election Form, then you should resubmit the corrected, enclosed Election Form. We apologize for any inconvenience this may have caused.

     Should you have any questions, please contact:

Emma Berry	or	Kim Watson
Sr. Treasury Analyst		Senior Paralegal
Affiliated Computer Services, Inc.		Affiliated Computer Services, Inc.
2828 North Haskell		2828 North Haskell
Dallas, Texas 75204		Dallas, Texas 75204
(214) 841-8356		(214) 841-6286

EX-99.(A)(1)(J)

Exhibit (a)(1)(J)

SCRIPT OF TELEPHONIC REMINDER REGARDING ELECTION FORM DUE DATE

     Good [Morning/Afternoon]. This is [___] from the ACS [Treasury/Legal] Department. I am calling to make sure that you received the package of documents relating to ACS’ offer to amend your stock option grants that may be subject to unfavorable tax consequences. Please take some time to review the documentation and consider whether you should submit your Election Form. To participate in this offer, your properly completed and submitted Election Form must be received by ACS by 4:00 p.m. Dallas, Texas time on July 17, 2007. If you are uncertain of the consequences of not returning a properly completed Election Form prior to that deadline, then you should review Question 23 and Section 14 of the Offer to Amend for the impact of that decision. If you have any questions, please call Emma Berry at 214.841.8356 or Kim Watson at 214.841.6286.