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)
03/31/2008

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	03/31/2008		A		1.522	A	⁽¹⁾	817,124	D
Common Stock								2,025⁽³⁾	I	By Spouse as Trustee for the Jeffrey Austin Heller 2006 Trust Account
Common Stock								2,025⁽³⁾	I	By Spouse as Trustee for the Robert Brandon Heller 2006 Trust Account
Common Stock								2,025⁽³⁾	I	By Spouse as Trustee for the Ford Christopher Myers 2006 Trust Account
Common Stock								4,389⁽⁴⁾	I	By Spouse as Trustee for the Jeffrey Austin Heller 2000 Trust Account
Common Stock								4,389⁽⁴⁾	I	By Spouse as Trustee for the Robert Brandon Heller 2000 Trust Account
Common Stock								577⁽⁵⁾	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							⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾		500,000⁽²⁾	D
Employee Stock Option (right to buy) 8/10/98 Grant	$40.5937							⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾		0⁽⁹⁾	D
Employee Stock Option (right to buy) 3/20/03 Grant	$15.58							⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾		125,000⁽²⁾	D
Employee Stock Option (right to buy) 3/20/03 Grant	$20.254							⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾		125,000⁽²⁾	D
Employee Stock Option (right to buy) 3/24/04 Grant	$19.175							⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾		150,000⁽²⁾	D
Employee Stock Option (right to buy) 3/24/04 Grant	$24.9275							⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾		150,000⁽²⁾	D
Employee Stock Option (right to buy) 3/31/05 Grant	$20.665							⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾		188,000⁽²⁾	D
Employee Stock Option (right to buy) 3/15/06 Grant	$27.475							⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾		250,000⁽²⁾	D
Employee Stock Option (right to buy) 3/15/07 Grant	$27.37							⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾		250,000⁽²⁾	D
Phantom Stock - EDP (1 for 1)	$0⁽⁷⁾	03/10/2008		A		54.71⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	54.71	$16.56⁽⁸⁾	18,175	D

Explanation of Responses:

1. The 1,522.96 amount reported reflects non-derivative shares comprised of 1,506.0241 shares @ $14.11 per share acquired under the Issuer's Employee Stock Purchase Plan ("ESPP") on 03/31/08, and 16.9316 dividend shares acquired and reinvested on 03/10/08 under the ESPP at $16.5265 per share.

2. No reportable change since the last filing, this is a reiteration of holdings only.

3. No reportable change to these shares which 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.

4. No reportable change to the shares 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.

5. These shares were held indirectly in trust by JP Morgan Retirement Plan Services under EDS 401(k) Plan as of 03/31/2008, and include 1.7295 dividends @ $16.56 from 03/10/08. JP Morgan Retirement Plan Services accounts for holdings in the 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 EDS Common Stock.

6. Information originally included at time grant was reported.

7. 1 for 1

8. Per Reporting Person's election with regard to issuance of phantom stock units ("PSU") under the Issuer's Executive Deferral Plan. Shares of PSU under the Issuer's Executive Deferral Plan are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. The amount reported represents 54.7150 @ $16.56 phantom stock dividends from 03/10/08. The total reflects a minor adjustment due to rounding.

9. Reporting Person voluntarily reports that the remaining 60,000 vested, but unexercised, options originally included in the grant from 08/10/98 were cancelled by the Issuer upon expiration of the options on 03/01/08.

Remarks:

	Linda Epstein as Attorney-in-Fact for Jeffrey M. Heller	04/02/2008
	** 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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