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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Vargo Ronald P

(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)
	EVP & CFO

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		1,284	A	⁽¹⁰⁾	174,658	D
Common Stock	08/26/2008		F		321	D	⁽¹⁰⁾	174,337	D
Common Stock	08/26/2008		D		145,998	D	⁽¹⁾⁽²⁾	28,339	D
Common Stock	08/26/2008		D		28,339	D	$25⁽¹⁾	0	D
Common Stock	08/26/2008		D		437.7264	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) 03/24/04 Grant	$19.175	08/26/2008		D			40,000⁽⁶⁾	⁽⁴⁾	03/24/2014	Common Stock	40,000⁽⁶⁾	⁽⁶⁾⁽⁹⁾	0	D
Employee Stock Option (right to buy) 03/15/07 Grant	$27.37	08/26/2008		D			150,000⁽⁷⁾	⁽⁴⁾	03/15/2014	Common Stock	150,000⁽⁷⁾	⁽⁷⁾⁽⁹⁾	0	D
Employee Stock Option (right to buy) 02/13/08 Grant	$18.295	08/26/2008		D			120,000⁽⁸⁾	⁽⁴⁾	02/13/2015	Common Stock	120,000⁽⁸⁾	⁽⁸⁾⁽⁹⁾	0	D
Phantom Stock - EDP (1 for 1)	⁽⁵⁾	08/26/2008		M			1,284⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,284⁽¹⁰⁾	⁽¹⁰⁾	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 also canceled in exchange for a cash payment of $25 per share.

2. 20,000 PRSUs awarded 02/13/08 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; 50,000 PRSUs awarded 03/15/07 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; 25,000 PRSUs awarded 03/15/06 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; 20,000 RSUs awarded 03/15/06 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; and 30,998 RSUs awarded 03/15/06 were forfeited 08/26/08 in exchange for a cash payment of $25 per share.

3. These shares were held indirectly under the Issuer's 401(k) Plan as of 08/26/08, and include 1.3388 dividends @ $16.56 from 03/10/08, and 2.0868 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 22,076 shares of HP common stock for $34.75 per share.

7. This option was exchanged by HP in the Merger with an option to purchase 82,785 shares of HP common stock for $49.60 per share.

8. This option was exchanged by HP in the Merger with an option to purchase 66,228 shares of HP common stock for $33.15 per share.

9. 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.)

10. 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 03/10/08 in the amount of 3.8470 @ $16.5600; 2.6130 dividends @ $24.4600 from 06/10/08; and 2.5825 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 Ronald P. Vargo	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.