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^*

Rittenmeyer Ronald A

(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)
	Chm, Pres & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2008

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	09/10/2007		A		9.59⁽¹⁾	A	$0⁽¹⁾	376,376	D
Common Stock	02/08/2008		M		103	A	⁽⁶⁾	376,479	D
Common Stock	02/08/2008		F		26	D	$19.77	376,453	D
Common Stock								72.68⁽²⁾	I	By 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) 07/07/05 Grant	$19.19							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		75,000⁽³⁾	D
Employee Stock Option (right to buy) 07/07/05 Grant	$19.19							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		200,000⁽³⁾	D
Employee Stock Option (right to buy) 3/15/06 Grant	$27.475							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		175,000⁽³⁾	D
Employee Stock Option (right to buy) 03/15/07 Grant	$27.37							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		333,000⁽³⁾	D
Phantom Stock - EDP (1 for 1)	$0⁽⁴⁾	02/08/2008		M			102⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	102⁽⁶⁾	⁽⁶⁾	96⁽⁶⁾	D
Phantom Stock-EDP DSU Award	$0⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		150,000⁽³⁾	D
Phantom Stock-EDP PDSU Award	$0⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾		150,000⁽³⁾	D

Explanation of Responses:

1. This amount reflects 9.5951 total non-derivative dividend shares acquired under the Issuer's Employee Stock Purchase Plan (i.e., 4.8365 @ $21.6108 on 09/10/07 and 4.7586 @ $22.00 on 12/10/07).

2. These vested shares shown were held under the Issuer's 401k Plan as of 01/31/08, and reflect .406 dividends @ $21.08 from 09/10/07, and .407 @ $21.80 from 12/10/07. 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.

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

4. 1 for 1

5. Information originally included at time grant was reported.

6. Per Reporting Person's election with regard to issuance of phantom stock units ("PSU") under the Issuer's Executive Deferral Plan, an in-service distribution was elected to be made while the Reporting Person is employed. 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 is comprised of (i) the in-service distribution of 103 PSUs on 02/08/08 @ $19.7700, and (ii) .4550 PSU dividends @ $21.7950 from 09/10/07 and .4560 PSU dividends @ $21.7950 from 12/10/07 deferred under the EDP.The total amount reflects a minor adjustment due to rounding.

Remarks:

	Linda Epstein as attorney-in-fact for Ronald A. Rittenmeyer	02/12/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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