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
X	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* HANCOCK ELLEN M (Last) (First) (Middle) 5400 LEGACY DRIVE (Street) PLANO TX 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 Officer (give title below) Other (specify below)
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2008		M		31,457	A	(7)	45,635	D
Common Stock	08/26/2008		D		45,635(1)	D	(1)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Nonemployee Stock Option (Right to Buy) 03/01/04 Grant	$19.1	08/26/2008		D			1,080(4)	(2)	02/28/2014	Common Stock	1,080(4)	(4)(6)	0	D
Nonemployee Dir Stock Option (Right to Buy) 06/01/04 Grant	$16.145	08/26/2008		D			18,582(5)	(2)	05/30/2014	Common Stock	18,582(5)	(5)(6)	0	D
Phantom Stock	$0(3)	08/26/2008		M			31,457(7)	(7)	(7)	Common Stock	31,457(7)	$0(7)	0	D

Explanation of Responses:

1. This amount reflects the accelerated vesting of 2,715, and 1,480 restricted stock award units ("RSAs") in connection with the acquisition of Issuer by Hewlett-Packard (the "Merger"). Pursuant to the Merger the RSAs, and shares owned directly by Reporting Person, were canceled in exchange for a cash payment of $25 per share on the effective date of the Merger. This disposition was approved in accordance with Rule 16b-3(e) and occurred simultaneously with the Merger.

2. Information originally included at time grant was reported.

3. 1 for 1

4. This option was exchanged by HP in the Merger with an option to purchase 596 shares of HP common stock for $34.61 per share.

5. This option was exchanged by HP in the Merger with an option to purchase 10,255 shares of HP common stock for $29.26 per share.

6. 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.)

7. Phantom stock units ("PSUs") are payable in cash upon Reporting Person's termination as Director. Reporting Person may elect the cash payment date to be (i) 5 years post termination as Director, or (ii) lump sum upon termination as Director. The amount listed includes 65 phantom stock unit dividends @ $24.460 credited to Reporting Person's account on 06/10/08, and 63 phantom stock unit dividends @ $25.00 credited to Reporting Person's account on 08/26/08 (reflecting the dividend declared to holders of record on 08/15/08). 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 Ellen Hancock	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).
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