SEC FORM 4/A

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^*

KIDDER C ROBERT

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/25/2005

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	10/21/2005		M		11,053	A	$0⁽⁵⁾	26,765	D
Common Stock	10/21/2005		D		11,053⁽⁵⁾	D	$21.505	15,712⁽¹⁾	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)
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)
Nonemployee Dir Stock Option (Right to Buy) 6/7/96 Grant	$57.025							⁽⁴⁾	⁽⁴⁾	Common Stock	1,500		1,500⁽²⁾	D
Nonemployee Dir Stock Option (Right to Buy) 7/1/97 Grant	$41.9375							⁽⁴⁾	⁽⁴⁾	Common Stock	1,500		1,500⁽²⁾	D
Nonemployee Dir Stock Option (Right to Buy) 6/1/98 Grant	$35.875							⁽⁴⁾	⁽⁴⁾	Common Stock	7,145		7,145⁽²⁾	D
Nonemployee Dir Stock Option (Right to Buy) 6/1/99 Grant	$56.0937							⁽⁴⁾	⁽⁴⁾	Common Stock	5,111		5,111⁽²⁾	D
Nonemployee Dir Stock Option (Right to Buy) 6/1/00 Grant	$63.9687							⁽⁴⁾	⁽⁴⁾	Common Stock	7,166		7,166⁽²⁾	D
Nonemployee Dir Stock Option (Right to Buy) 6/1/01 Grant	$62.13							⁽⁴⁾	⁽⁴⁾	Common Stock	7,260		7,260⁽²⁾	D
Nonemployee Dir Stock Option (Right to Buy) 5/1/02 Grant	$54.19							⁽⁴⁾	⁽⁴⁾	Common Stock	7,876		7,876⁽²⁾	D
Nonemployee Dir Stock Option (Right to Buy) 6/2/03 Grant	$20.99							⁽⁴⁾	⁽⁴⁾	Common Stock	14,005		14,005⁽²⁾⁽³⁾	D
Phantom Stock	$0⁽⁶⁾	06/10/2005		A		54⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	54⁽⁵⁾	$19.045⁽⁵⁾	11,053	D
Phantom Stock	$0⁽⁶⁾	10/21/2005⁽⁷⁾		M		11,053		⁽⁵⁾	⁽⁵⁾	Common Stock	11,053	$0⁽⁵⁾	0	D

Explanation of Responses:

1. Vesting of 2,441 unvested restricted stock award shares ("RSA") for each of the 06/01/06 and 06/01/07 was accelerated per Issuer's Board approval at its regular board meeting held on 10/20-21/05. These RSAs are exempt pursuant to a Rule 16b-3 qualified plan. Reporting Person was originally awarded the RSAs on 05/02/05 with a vesting schedule of 2,030; 2,029; and 2,029 on each of 5/2/06; 5/2/07 and 5/2/08 respectively.

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

3. Vesting was accelerated per Issuer's Board approval at its regular board meeting held on 10/20-21/05. Vesting accelerated pertained to the 4,668 options remaining to vest on 06/02/06. Reporting Person is already fully vested on all other options listed herein.

4. Information originally included at time grant was reported.

5. The shares of phantom stock are payable in cash upon Reporting Person's termination as Director. On 10/21/05 Reporting Person ceased being a Director on Issuer's Board of Directors and ceased being an Insider for Issuer. To avoid confusion the Reporting Person reports his final acquisition of 29 phantom stock dividends on 06/10/05 at $19.045, and 25 phantom stock dividends on 09/09/05 at $22.135. 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. Reporting Person received a lump sum payment.

6. 1 for 1

7. Amendment was filed to clarify date on liquidation of phantom stock being 10/21/05.

Remarks:

	Linda Epstein as Attorney-in-Fact for Robert Kidder	10/25/2005
	** 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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