10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-Q
(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended July 1, 2005
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission File No. 1-4850
COMPUTER SCIENCES CORPORATION (Exact name of registrant as specified in its charter)
Nevada		95-2043126
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
2100 East Grand Avenue
El Segundo, California		90245
(Address of Principal Executive Offices)		(Zip Code)
Registrant's Telephone Number, Including Area Code: (310) 615-0311
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]   No [   ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   Yes [X]   No [   ]
184,785,420 shares of Common Stock, $1.00 par value, were outstanding on July 22, 2005.

COMPUTER SCIENCES CORPORATION
TABLE OF CONTENTS TO FORM 10-Q
		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Condensed Statements of Income,
	Three Months Ended July 1, 2005 and July 2, 2004	1
	Consolidated Condensed Balance Sheets,
	July 1, 2005 and April 1, 2005	2
	Consolidated Condensed Statements of Cash Flows
	Three Months Ended July 1, 2005 and July 2, 2004	3
	Notes to Consolidated Condensed Financial Statements	4
Item 2.	Management's Discussion and Analysis of
	Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 4.	Submission of Matters to a Vote of Security Holders	28
Item 6.	Exhibits	29
i

PART I, ITEM 1.  FINANCIAL STATEMENTS
COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)
	Three Months Ended
(In millions except per-share amounts)	July 1, 2005	July 2, 2004
Revenues	$  3,582.5	$  3,297.5
Costs of services	2,926.7	2,663.8
Selling, general and administrative	205.1	210.7
Depreciation and amortization	269.7	251.8
Interest expense	24.1	39.2
Interest income	(5.3)	(2.3)
Total costs and expenses	3,420.3	3,163.2
Income from continuing operations before taxes	162.2	134.3
Taxes on income	53.5	41.4
Income from continuing operations	108.7	92.9
Discontinued operations, net of taxes	22.9	17.5
Net income	$     131.6	$     110.4
	======	=====
Earnings per share:
Continuing operations	$       0.59	$       0.49
Discontinued operations	0.12	0.09
Basic*	$       0.71	$       0.59
	======	=====
Continuing operations	$       0.58	$       0.49
Discontinued operations	0.12	0.09
Diluted	$      0.70	$       0.58
	======	=====
*Amounts may not add as a result of rounding
See accompanying notes
1

COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS (unaudited)
(In millions)	July 1, 2005	April 1, 2005
ASSETS
Cash and cash equivalents	$      427.3	$   1,010.3
Receivables	3,722.9	3,537.7
Prepaid expenses and other current assets	1,157.8	1,058.0
Assets of operations held for sale		83.8
Total current assets	5,308.0	5,689.8
Property and equipment, net	2,368.7	2,365.4
Outsourcing contract costs, net	1,288.5	1,279.6
Software, net	459.4	461.3
Goodwill, net of accumulated amortization	2,297.2	2,343.4
Other assets	475.2	494.4
Total assets	$ 12,197.0   =======	$ 12,633.9   =======
LIABILITIES
Short-term debt and current
maturities of long-term debt	$        67.5	$        85.7
Accounts payable	692.3	836.0
Accrued payroll and related costs	716.8	660.4
Other accrued expenses	1,296.1	1,320.4
Deferred revenue	600.1	562.7
Income taxes payable	403.2	395.8
Liabilities of operations held for sale		16.9
Total current liabilities	3,776.0	3,877.9
Long-term debt, net	1,301.6	1,303.0
Other long-term liabilities	924.4	958.3
STOCKHOLDERS' EQUITY
Common stock, par value $1.00 per share; authorized
750,000,000 shares; issued 192,398,328 (2006)
and 191,662,208 (2005)	192.4	191.7
Additional paid-in capital	1,699.7	1,670.0
Earnings retained for use in business	4,539.7	4,408.1
Accumulated other comprehensive income	140.6	254.9
	6,572.4	6,524.7
Less common stock in treasury, at cost, 7,652,138 shares
(2006) and 455,242 shares (2005)	(347.0)	(19.3)
Unearned restricted stock	(30.4)	(10.7)
Total stockholders' equity	6,195.0	6,494.7
Total liabilities and stockholders' equity	$ 12,197.0	$ 12,633.9
	=======	=======
See accompanying notes
2

COMPUTER SCIENCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
	Three Months Ended
(In millions)	July 1, 2005		July 2, 2004
Cash flows from operating activities:
Net income		$    131.6		$    110.4
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization and other non-cash charges		296.3		274.0
non-cash charges		296.3		274.0
Gain on disposition, net of taxes		(22.9)
Changes in assets and liabilities, net of effects of acquisitions:
effects of acquisitions:
Increase in assets		(286.8)		(216.0)
Decrease in liabilities		(108.7)		(48.5)
Net cash provided by operating activities		9.5		119.9
Investing activities:
Purchases of property and equipment		(235.4)		(234.0)
Acquisitions, net of cash acquired				(20.5)
Dispositions				1.0
Outsourcing contracts		(98.0)		(58.6)
Software		(40.4)		(81.4)
Other investing cash flows		18.2		56.3
Net cash used in investing activities		(355.6)		(337.2)
Financing activities:
Borrowings under commercial paper, net				.6
(Repayment) borrowings under lines of credit, net		(15.2)		.3
Principal payments on long-term debt		(2.0)		(1.3)
Proceeds from stock option and other common stock
transactions		8.7		16.9
Acquisition of treasury stock		(227.6)
Other financing cash flows		1.6		.2
Net cash provided by (used in) financing activities		(234.5)		16.7
Effect of exchange rate changes on cash
and cash equivalents		(2.4)		(2.3)
Net decrease in cash and cash equivalents		(583.0)		(202.9)
Cash and cash equivalents at beginning of year		1,010.3		562.8
Cash and cash equivalents at end of period		$    427.3   ======		$    359.9   ======
See accompanying notes.
3

COMPUTER SCIENCES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

Note 1 - Basis of Presentation

Computer Sciences Corporation (CSC or the Company) has prepared the unaudited consolidated condensed financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles for the United States have been condensed or omitted pursuant to such rules and regulations. It is recommended that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 2005. In the opinion of the Company, the unaudited consolidated condensed financial statements included herein reflect all adjustments necessary to present fairly the financial position, the results of operations and the cash flows for such interim periods. The results of operations for such interim period s are not necessarily indicative of the results for the full year. Certain reclassifications have been made to prior period condensed consolidated financial statements to conform to the current year presentation.

Note 2 - Earnings Per Share
Basic and diluted earnings per share are calculated as follows (in millions except per share amounts):
	Three Months Ended
	July 1, 2005	July 2, 2004
Income from continuing operations	$  108.7	$     92.9
Income from discontinued operations, net of taxes		17.5
Gain on sale of discontinued operations	22.9
Discontinued operations, net of taxes	22.9	17.5
Net income	$  131.6  =====	$   110.4  =====
Common share information:
Average common shares outstanding for basic EPS	185.510	188.185
Dilutive effect of stock options	1.642	1.711
Shares for diluted EPS	187.152  ======	189.896  ======
Income from continuing operations	$    0.59	$     0.49
Income from discontinued operations, net of taxes		0.09
Gain on sale of discontinued operations	0.12
Discontinued operations, net of taxes	0.12	0.09
Basic EPS*	$    0.71  ====	$    0.59  ====
Income from continuing operations	$    0.58	$    0.49
Income from discontinued operations, net of taxes		0.09
Gain on sale of discontinued operations	0.12
Discontinued operations, net of taxes	0.12	0.09
Diluted EPS	$    0.70  =====	$    0.58  =====
*Amounts may not add as a result of rounding.
4
Note 2 - Earnings Per Share (Continued)
The computation of diluted EPS did not include stock options which were antidilutive, as their exercise price was greater than the average market price of the common stock of CSC during the periods presented. The numbers of such options were 7,571,776 and 8,407,358 for the three months ended July 1, 2005 and July 2, 2004, respectively.
Note 3 - Discontinued Operations
The Company exchanged its CSC Health Plan Solutions (HPS) business, which was previously included in the Global Commercial segment, for approximately 7.13 million of CSC common shares held by a subsidiary of DST Systems Inc., which shares were valued at $324.6 million and included in treasury stock, on April 29, 2005. HPS was not a core CSC business. The transaction was structured in accordance with Section 355 of the Internal Revenue Code. The Company realized a gain, which it expects to be exempt from income tax, of $22.9 million on the transaction. The revenue and expenses of HPS have been classified as discontinued operations in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets."
The Company sold its equity interest in the international and other select operations of DynCorp for $850 million including $75 million of 13% paid-in-kind preferred stock of DynCorp International (DI) on February 11, 2005. CSC sold the interest to allow the Company's U.S. Federal segment to continue concentrating on its core competency of providing information technology, engineering and professional services to the U.S. federal government. The transaction included the sale of the stock of a wholly owned subsidiary which had a tax basis in excess of its carrying value for financial statement purposes. The tax benefit of this sale reduced the tax associated with the transaction by $151.8 million. The Company realized an after tax gain of approximately $228.8 million on the transaction net of taxes of $59.3 million. The gain is subject to working capital adjustments. The working capital adjustments, which are payable in the 13% paid-in-kind preferred stock, are subject to agreement between the buyer and the seller and/or arbitration and will impact the gain on sale during fiscal 2006.
The following presents the results of the discontinued operations for the three months ended July 1, 2005 and July 2, 2004 (in millions):

	Three Months Ended
	July 1, 2005	July 2, 2004
Revenue	$     8.0	$   438.9
Income (loss) before taxes	(.1)	28.5
Net Income		17.5

5

Note 3 - Discontinued Operations (Continued)
The following is a summary of the assets and liabilities of the held for sale operations as of April 1, 2005 (in millions):
	April 1, 2005
Total receivables, net	$   28.8
Prepaid expenses and other assets	2.0
Goodwill and certain intangibles	50.5
Property, plant and equipment	2.5
Total Assets	$   83.8 ====
Accounts payable	$     3.1
Accrued expenses	9.0
Deferred income taxes	2.6
Other long-term liabilities	2.2
Total Liabilities	$   16.9 ====
Note 4 - Stock Incentive Plans
On July 1, 2005, the Company had three stock incentive plans which authorized the issuance of stock options, restricted stock and other stock-based incentives to employees. These plans are described more fully in Note 12 of the Company's 2005 Annual Report filed on Form 10-K. The Company accounts for the plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," the following pro forma net income and earnings per share information is presented as if the Company accounted for stock-based compensation awarded under the stock incentive plans using the fair value based method. Under the fair value based method, the estimated fair value of stock incentive awards is charged against income over the vestin g period.

	Three Months Ended
	July 1, 2005	July 2, 2004
Net income, as reported	$  131.6	$  110.4
Add: Stock-based employee compensation expense included in
reported net income, net of related tax effects	1.7	1.1
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects	(8.1)	(8.9)
Pro forma net income	$  125.2  =====	$  102.6  =====
Earnings per share:
Basic - as reported	$    0.71	$    0.59
Basic - pro forma	0.67	0.55
Diluted - as reported	0.70	0.58
Diluted - pro forma	0.67	0.54

6
Note 5 - Depreciation and Amortization
Included in the consolidated condensed balance sheets are the following accumulated depreciation and amortization amounts (in millions):
	July 1, 2005	April 1 2005
Property and equipment	$3,225.5	$3,154.9
Goodwill	326.6	333.9
Note 6 - Dividends
No dividends were paid during the periods presented. At July 1, 2005 and April 1, 2005, there were 192,398,328 and 191,662,208 shares, respectively, of $1.00 par value common stock issued including 7,652,138 and 455,242 shares, respectively, of treasury stock as of July 1, 2005 and April 1, 2005.
Note 7 - Cash Flows
Cash payments for interest on indebtedness were $26.3 million and $42.9 million for the three months ended July 1, 2005 and July 2, 2004, respectively. Net cash payments for taxes on income were $38.426.0 million and $7.5 million for the three months ended July 1, 2005 and July 2, 2004, respectively.
Note 8 - Comprehensive Income
The components of comprehensive income, net of tax, are as follows (in millions):

			Three Months Ended
			July 1, 2005		July 2, 2004
Net income			$   131.6		$   110.4
Foreign currency translation adjustment			(114.6)		(49.5)
Unrealized gain (loss) on available for sale securities			.3		(.2)
Comprehensive income			$    17.3  =====		$     60.7  =====
Accumulated other comprehensive income presented on the accompanying consolidated condensed balance sheets consists of accumulated foreign currency translation adjustments, minimum pension liability adjustments, and net unrealized gain (loss) on available for sale securities.
Note 9 - Segment Information
CSC provides information technology outsourcing, consulting and systems integration services and other professional services. Based on the criteria of SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information," CSC aggregates operating segments into two reportable segments, U.S. Federal and Global Commercial. The U.S. Federal segment operates principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. Federal agencies.
7
Note 9 - Segment Information (Continued)
Information on reportable segments is as follows (in millions):
	Global	U.S.
	Commercial	Federal		Corporate		Total
Three Months Ended July 1, 2005
Revenues	$ 2,361.6	$ 1,220.9				$ 3,582.5
Earnings (loss) before interest,
taxes and results from
discontinued operations	104.1	85.5		$  (8.6)		181.0
Three Months Ended July 2, 2004
Revenues	2,128.7	1,168.8				3,297.5
Earnings (loss) before interest,
taxes and results from
discontinued operations	98.5	82.0		(9.3)		171.2

Note 10 - Goodwill and Other Intangible Assets
A summary of the changes in the carrying amount of goodwill by segment for the three months ended July 1, 2005 is as follows (in millions):
	Global	U.S.
	Commercial	Federal	Total
Balance as of April 1, 2005	$ 1,793.5	$  549.9	$ 2,343.4
Foreign currency translation	(46.2)		(46.2)
Balance as of July 1, 2005	$ 1,747.3   ======	$  549.9   =====	$ 2,297.2  ======
The foreign currency translation amount relates to the impact of foreign currency adjustments in accordance with SFAS No. 52, "Foreign Currency Translation."
8

Note 10 - Goodwill and Other Intangible Assets (Continued)
A summary of amortizable intangible assets as of July 1, 2005 and April 1, 2005 is as follows:
	July 1, 2005
	Gross	Accumulated
	Carrying Value	Amortization	Net
Software	$ 1,106.1	$     646.7	$    459.4
Outsourcing contract costs	2,285.4	996.9	1,288.5
Other intangible assets	170.4	86.2	84.2
Total intangible assets	$ 3,561.9 ======	$ 1,729.8 ======	$ 1,832.1 ======
	April 1, 2005
	Gross	Accumulated
	Carrying Value	Amortization	Net
Software	$ 1,100.6	$    639.3	$     461.3
Outsourcing contract costs	2,223.1	943.5	1,279.6
Other intangible assets	170.4	83.0	87.4
Total intangible assets	$ 3,494.1 ======	$ 1,665.8 ======	$ 1,828.3 ======

Amortization expense related to intangible assets was $104.2 million and $92.0 million for the three months ended July 1, 2005 and July 2, 2004, respectively. Estimated amortization expense related to intangible assets as of April 1, 2005 for each of the subsequent five years, fiscal 2006 through fiscal 2010, is as follows (in millions): $426, $338, $273, $243, and $182.

Note 11 - Acquisitions

On June, 13, 2005 the Company announced a scheme of arrangement to acquire the 26.34% of CSA Holdings Ltd (CSAH) not owned by the Company's wholly owned subsidiary, CSC Computer Sciences International Inc. (CSCI). If the scheme of arrangement is approved by the other stockholders of CSAH, CSAH will be privatized, which will allow for better integration of similar businesses between CSAH and CSC's other operations. The Company anticipates the purchase of the remaining interest to cost approximately $45.0 million. As of July 1, 2005, the Company has not completed the acquisition of the remaining interest in CSAH.

9

Note 11 - Acquisitions (Continued)
As a result of the DynCorp acquisition on March 7, 2003, the Company incurred costs to exit and consolidate activities, involuntarily terminate employees, and other costs to integrate DynCorp into the Company. Generally accepted accounting principles for the United States require that these costs, which are not associated with the generation of future revenues and have no future economic benefit, be reflected as assumed liabilities in the allocation of the purchase price to the net assets acquired, and such costs appear below. As of July 1, 2005, all 63 employees identified for employment termination had been involuntarily terminated. The facility consolidations relate to plans to vacate and sublease DynCorp facilities. The costs include amounts estimated by a third party as not recoverable under sublease. The components of the final acquisition integration liabilities included in the purchase price allocation for DynCorp are presented in the following table.
	Acquisition		Balance
	Integration	Paid as of	Remaining at
	Liabilities	July 1, 2005	July 1, 2005
Severance payments	$    7.1	$    6.6	$       .5
Facility consolidations	66.6	35.1	31.5
Other	6.1	2.5	3.6
	$  79.8 ====	$  44.2 ====	$   35.6 ====
Note 12 - Commitments and Contingencies
The Company guarantees working capital credit lines established with local financial institutions for its non-U.S. business units. Generally, guarantees have one-year terms and are renewed annually. CSC guarantees up to $543.9 million of such working capital lines; however, as of July 1, 2005, the amount of the maximum potential payment is $61.1 million, the amount of the related outstanding subsidiary debt. The $61.1 million outstanding debt is reflected in the Company's consolidated financial statements.
In connection with the Company's plans to acquire the remaining interest in CSAH, the Company has guaranteed that its subsidiary CSCI will have sufficient resources available in order to complete its scheme of arrangement. These resources are estimated to be approximately $45.0 million.
The Company indemnifies its software license customers from claims of infringement on a United States patent, copyright, or trade secret. CSC's indemnification covers costs to defend customers from claims, court awards or related settlements. The Company maintains the right to modify or replace software in order to eliminate any infringement. Historically, CSC has not incurred any significant costs related to customer software license indemnification. Management considers the likelihood of incurring future costs to be remote. Accordingly, the Company has not recorded a related liability.
Subsequent to the end of the fiscal quarter, Nortel Networks (Nortel) notified the Company of Nortel's intent to perform in-house certain portions of the information technology outsourcing activities covered by the agreement between Nortel and the Company. This change will be effective February 28, 2006. As a result of this change in scope the Company expects to record an impairment charge during fiscal 2006. At this time the Company is unable to determine the amount of the impairment charge as discussions with Nortel regarding the change in agreement scope have not been completed. However, the Company does not expect the impairment charge to exceed $80 million.
10
Note 12 - Commitments and Contingencies (Continued)
In the course of business, discrepancies or claims may arise as to the use or reliability of various software products provided by the Company for its customers. On February 11, 2005, the Company was named, along with other vendors to the insurance industry, and dozens of insurance companies in Hensley, et al. vs. Computer Sciences Corporation, et al., filed as a putative nationwide class action in state court in Miller County, Arkansas shortly before President Bush signed the Class Action Fairness Act into law. The plaintiffs allege the defendants conspired to wrongfully use software products licensed by the Company and the other software vendors to reduce the amount paid to the licensees' insureds for bodily injury claims. Plaintiffs also allege wrongful concealment of the manner in which these software programs evaluate claims and wrongful concealment of information about alleged inherent errors and flaws in the software. Plaintiffs seek injunctive and monetary relief of less than $75,0 00 for each class member, as well as attorney's fees and costs. The Company intends to defend itself vigorously against the allegations.
Litigation is inherently uncertain and it is not possible to predict the ultimate outcome of the matters discussed above. Considering the early stage of the Hensley case, the complicated issues presented by that matter, the fact that some defendants are seeking to remove this case to federal court and the fact that no class has been certified, it is not possible at this time to make meaningful estimates of the amount or range of loss that could result from this matter. It is possible that the Company's business, financial condition, results of operations, or cash flows could be affected by the resolution of this matter. Whether any losses, damages or remedies ultimately resulting from this proceeding could reasonably have a material effect on the Company's business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages, if any, and the structure and type of any such remedies. D epending on the ultimate resolution of these matters, some may be material to the Company's operating results for a particular period if an unfavorable outcome results, although such a material unfavorable result is not presently expected, and all other litigation, in the aggregate, is not expected to result in a material adverse impact to the consolidated financial statements.
As reflected by Form 8-K filings made by Sears Holdings Corporation (SHC) on May 13, 2005 (following merger with K-Mart Holding Corporation), and by the Company on May 16, 2005, SHC's subsidiary, Sears, Roebuck and Co. (Sears), and the Company are in dispute over applicable termination fees following Sears' termination of its Master Services Agreement (Agreement) with the Company on May 11, 2005. The dispute is expected to be resolved pursuant to legal and arbitration proceedings during the second quarter of fiscal 2005. As of July 1, 2005, the Company had invested in net assets associated with the Agreement, including accounts receivable, prepaid expenses, software, property, plant and equipment, as well as other commitments. In addition to the above, the Company's assets include $38 million of net outsourcing contract costs. The Company will vigorously pursue recovery for its associated assets and commitments. While the Company expects full recovery of its investments associated with thi s Agreement, if unsuccessful, the Company may experience a charge, which could be material, associated with the impairment of these assets.
In addition to the matters noted above, the Company is currently party to a number of disputes which involve or may involve litigation. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to matters in the ordinary course of business. It is the expectation of Company management that ultimate liability, if any, with respect to these disputes will not be material to the Company's consolidated financial statements.
11

Note 13 - Pension and Other Benefit Plans
The Company and its subsidiaries offer a number of pension and postretirement healthcare and life insurance benefit plans. The components of net periodic benefit cost for defined benefit pension and postretirement benefit plans are as follows (in millions):
	Three Months Ended
	July 1, 2005				July 2, 2004
	U.S.	Non-U.S.			U.S.	Non-U.S.
Pensions	Plans	Plans			Plans	Plans
Service cost	$  29.6		$  22.3	$  25.5			$  17.0
Interest cost	25.6		22.6	22.8			18.1
Expected return on assets	(28.1)		(24.2)	(24.5)			(18.4)
Amortization of transition obligation			.3				.3
Amortization of prior service costs	.8		.1	.9			.1
Amortization of unrecognized net loss	5.9		4.2	4.0			2.6
Net periodic pension cost	$  33.8   ====		$  25.3   ====	$  28.7   ====			$  19.7   ====
	Three Months Ended
	July 1, 2005				July 2, 2004
	U.S.	Non-U.S.			U.S.	Non-U.S.
Other Postretirement Benefits	Plans	Plans			Plans	Plans
Service cost	$    .4		$    .1	$     .4			$   .1
Interest cost	1.8		.2	1.9			.1
Expected return on assets	(1.6)			(1.3)
Amortization of transition obligation	.4			.4
Amortization of prior service costs	.2			.2
Amortization of unrecognized net loss	.1			.3
Net provision for postretirement benefits	$  1.3   ===		$   .3   ===	$  1.9   ===			$   .2   ===
The Medicare Prescription Drug Improvement and Modernization Act of 2003 (the Act) resulted in a reduction in the Company's accumulated postretirement benefit obligation (APBO) of $8.5 million as of April 2, 2004, which represents an actuarial gain that will be amortized over future service periods. This gain, in accordance with Financial Accounting Standards Board (FASB) Statement of Position (FSP) No. 106-2, was first realized in the second quarter of fiscal 2005 resulting in an immaterial adjustment to the second and subsequent quarters' net periodic postretirement benefit cost (NPPBC). The recognition of the effects of the Act is expected to have an immaterial impact on future periods' NPPBC.
As previously disclosed in footnote 10 of the Company's Annual Report on Form 10-K for the year ended April 1, 2005, the Company expects to contribute $230 million to its defined benefit pension plans during fiscal 2006. During the first three months of fiscal 2006 the Company contributed $34.0 million to its defined benefit pension plans.
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Note 14 - Recent Accounting Pronouncements

In June, 2005, the FASB issued staff position FSP No. 143-1, "Accounting for Electronic Equipment Waste Obligations." This FASB Staff Position addresses the accounting for obligations associated with Directive 2002/96/EC on Waste Electrical and Electronic Equipment (the "Directive") adopted by the European Union. The Directive effectively obligates a commercial user to incur costs associated with the retirement of a specified asset that qualifies as historical waste equipment (purchased August 15, 2005 and before). An entity shall recognize the cumulative effect of initially applying this FSP as a change in accounting principle as described in paragraph 20 of APB Opinion No. 20, "Accounting Changes," and apply the provisions of SFAS No. 143, "Accounting for Asset Retirement Obligations," and the related FASB Interpretation No. (FIN) 47, "Accounting for Conditional Asset Retirement Obligations," to the obligation associated with historical waste, since this type of obligation is an asset re tirement obligation.The guidance in this FSP shall be applied the later of the first reporting period ending after June 8, 2005 or the date of the adoption of the law by the applicable EU-member country. During the first quarter of fiscal 2006, the FSP did not impact the Company's consolidated financial position or results of operations.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20, "Accounting Changes", and FASB Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements". SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement requires retrospective application of a change in accounting principle to be limited to the direct effects of the change and be applied to prior periods' financial statements unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, this Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and t hat a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005, therefore this Statement did not impact the Company's consolidated financial position or results of operations, but may in future periods.

In March 2005, the FASB issued Financial Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations-an interpretation of FASB Statement No. 143." This Interpretation clarifies use of the term conditional asset retirement obligation in SFAS No. 143, "Accounting for Asset Retirement Obligation." Under SFAS No. 143 and FIN 47, unconditional obligations to perform asset retirement activities, even if the timing or method of settlement are conditional, result in a liability that must be recognized at fair value if the fair value can be reasonably estimated. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. The magnitude of the impact of adopting this statement is still being determined.

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Note 14 - Recent Accounting Pronouncements (Continued)

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment." SFAS No. 123(R) is a revision of SFAS No. 123, "Accounting for Stock-Based Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees", and its related implementation guidance. SFAS No. 123(R) eliminates the alternative of using APB Opinion 25's intrinsic value method of accounting. Under APB Opinion 25, issuing stock options to employees generally resulted in recognition of no compensation cost. SFAS No. 123(R) requires entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. On April 14, 2005, the SEC Staff postponed implementation of SFAS No. 123(R) and the Company plans to adopt SFAS No. 123(R) effective fiscal 2007. The adoption of this statement will increase reported expenses; the magnitude of the impact is still being determined.

During its September 2004 meeting the Emerging Issues Task Force (EITF) reached a consensus on Issue 04-10 "Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds." Issue 04-10 addresses how an enterprise should evaluate the aggregating criteria in Paragraph 17 of SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," when determining whether operating segments that do not meet the quantitative thresholds may be aggregated in accordance with paragraph 19 of that Statement. Adoption of issue 04-10 had no impact to the Company's segment reporting disclosures.

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PART I, ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
First Quarter of Fiscal 2006 versus
First Quarter of Fiscal 2005
General
The following discussion and analysis provides information management believes relevant to an assessment and understanding of the consolidated results of operations and financial condition of Computer Sciences Corporation (CSC or the Company). The discussion should be read in conjunction with the interim consolidated condensed financial statements and notes thereto and the Company's Annual Report on Form 10-K for the year ended April 1, 2005. The following discusses the Company's results of operations and financial condition as of and for the three months ended July 1, 2005, and the comparable period for the prior fiscal year.
During the first quarter of fiscal 2006, the Company exchanged its Health Plan Solutions (HPS) unit for outstanding shares of Company stock. HPS results prior to the sale are reported as discontinued operations, as are the results of prior periods. Discontinued operations for the three months ended July 2, 2004 also includes the international and other select operations of Dyn Corp, which was sold during the fourth quarter of fiscal 2005. Accordingly, revenues and expenses as reported exclude the results of these operations. All references to results of operations are to continuing operations unless stated otherwise.
The reader should note Days Sales Outstanding (DSO), Free Cash Flow, Return on Investment (ROI), and Debt-to-total capitalization are not measures defined by Generally Accepted Accounting Principles in the United States (U.S. GAAP), and the Company's definition of these measures may differ from other companies. ROI is calculated by multiplying profit margin times investment base turnover. The profit margin used is profit before interest and after tax divided by revenues. Investment base turnover equals revenues divided by average debt and equity. For a discussion of these measures, please refer to the Company's Annual Report on Form 10-K for the year ended April 1, 2005.
First Quarter Overview
Key highlights of the first quarter include:
First quarter revenues as reported rose 8.6%, approximately 7.0% before currency fluctuations. Income from continuing operations grew 17.0% for the first quarter.
Diluted earnings per share from continuing operations were up 18.4% for the first quarter.
Business awards of $3.7 billion were announced for the quarter.
DSO of 95 days was flat compared to the first quarter of fiscal 2005.
Debt-to-total capitalization ratio at quarter-end was 18.1% compared to 29.8% at fiscal 2005 first quarter-end. ROI for continuing operations for the twelve months ended July 1, 2005 was 8.2%, flat compared to the year ended April 1, 2005 and 8.5% for the twelve months ended July 2, 2004.
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Cash provided by operating activities was $9.5 million for the first three months of fiscal 2006 versus net cash provided of $119.9 million for the first three months of fiscal 2005. Cash used for investing activities was $355.6 million for the first three months of fiscal 2006 versus $337.2 million for the fiscal 2005 comparable period. Free cash flow for the first three months of fiscal 2006 was a $346.1 million use compared to $244.7 use for the first three months of fiscal 2005. (1)
The Company announced business awards of $3.7 billion for the first fiscal quarter, including the following:
DuPont interim extension agreement ($1.9 billion) U.S. Air Force 45th Space Wing ($335 million) NASA's Shared Services Center ($230 million)
These multi-year announcements represent the estimated value at inception. However, they cannot be considered firm orders due to their variable attributes, including demand-driven usage, modifications in scope of work due to changing customer requirements, and the annual funding constraints and indefinite delivery and volume characteristics of major portions of the Company's U.S. Federal activities.
Revenue growth for the first quarter of fiscal 2006 was led by CSC's Global Commercial segment which benefited from growth in both the United States and Europe generated by outsourcing revenue from recent contract wins. Movement in foreign currency exchange rates also contributed to Global Commercial growth; however, future changes in currency rates cannot be predicted. U.S. Federal revenues increased, primarily with Department of Defense customers.
ROI for continuing operations for the twelve months ended July 1, 2005, was 8.2%. This is a measure management continues to place a high priority on as a driver of increased shareholder value and as an effective decision tool.
Lower cash flow generated from operating activities during the first quarter of fiscal 2006 versus the prior year period resulted from increased accounts receivable due to revenue growth, decreased in-flows of advance customer payments, and higher income tax payments, offsetting higher net income and non-cash expense components such as depreciation and amortization. Lower outflows of cash for investing activities were primarily a result of lower software purchases and the buyout during the prior year quarter of the minority interest in a CSC subsidiary.
(1) The following is a reconciliation of free cash flow to the most directly comparable Generally Accepted Accounting Principle (GAAP) financial measure:
	First Quarter Ended
	July 1, 2005		July 2, 2004
(in millions)
Free cash flow	$  (346.1)		(244.7)
Net cash used in investing activities	355.6		337.2
Acquisition, net of cash acquired			(20.5)
Dispositions			1.0
Decrease in available-for-sale securities			46.9
Net cash provided by operating activities	9.5		119.9
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Subsequent to the end of the fiscal quarter, Nortel Networks (Nortel) notified the Company of Nortel's intent to perform in-house certain portions of the information technology outsourcing activities covered by the agreement between Nortel and the Company. This change will be effective February 28, 2006. As a result of this change in scope the Company expects to record an impairment charge during fiscal 2006. At this time the Company is unable to determine the amount of the impairment charge as discussions with Nortel regarding the change in agreement scope have not been completed. However, the Company does not expect the impairment charge to exceed $80 million.
Results of Operations
Revenues		First Quarter
		2006		2005	Change	Percent
U.S. Commercial		$ 1,007.1		$    884.5	$  122.6	13.9%
Europe		1,037.0		940.1	96.9	10.3
Other International		317.5		304.1	13.4	4.4
Global Commercial segment		2,361.6		2,128.7	232.9	10.9
U.S. Federal segment		1,220.9		1,168.8	52.1	4.5
Total		$ 3,582.5 ======		$ 3,297.5 ======	$  285.0 =====	8.6

The factors affecting the percent change in revenues for the first quarter of fiscal 2006 are as follows:
		Approximate
	Net	Impact of
	Internal	Currency
	Growth	Fluctuations	Total
First Quarter
U.S. Commercial	13.9%		13.9%
Europe	6.3	4.0%	10.3
Other International	(1.5)	5.9	4.4
Global Commercial segment	8.3	2.6	10.9
U.S. Federal segment	4.5		4.5
Total	7.0	1.6	8.6
Revenue growth for the first quarter of fiscal 2006 was driven by both Global Commercial operations, including the favorable impact of foreign currency exchange rates, and U.S. Federal operations. Global Commercial growth was primarily attributable to the contributions of recent major outsourcing contract commencements, as well as the favorable foreign currency impact. U.S. Federal growth was led by activities for Department of Defense customers.
Global Commercial
Significant Global Commercial outsourcing contracts won during fiscal 2005 accounted for approximately $228 million of the first quarter fiscal 2006 growth. Professional services contracts won during fiscal 2005 contributed approximately $35 41 million to the quarter. The Company announced approximately $2.0 billion in Global Commercial business awards during the first quarter, including an interim agreement to extend its relationship with DuPont, valued at $1.9 billion.
U.S. activities led Global Commercial growth and accounted for approximately $158 million of the new outsourcing revenue. Significant new engagements included Sears (see Part II, Item 1 for further discussion), Ascension Health and Zurich Financial Services. Consulting and systems integration revenue for the U.S. also increased slightly. Decreased activity on existing outsourcing contracts offset the increases somewhat, resulting in net U.S. commercial revenue growth of 13.9% for the quarter.
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Europe's revenue growth for the quarter was driven equally by contributions from the Zurich Financial Services outsourcing contract, a design and build contract with the United Kingdom's National Health Service, and favorable foreign currency fluctuations. Less significant contributions from increased scope on existing outsourcing contracts and higher license revenue were offset by slight decreases in consulting and systems integration work in certain areas primarily Italy and Germany.
A constant currency revenue decline in Other International's first quarter fiscal 2006 revenue was the result of the closure of a product resale business in Australia during the second quarter of fiscal 2005, offsetting approximately 5% constant currency growth elsewhere in the Company's other international operations.
US Federal
The Company's U.S. Federal revenues were generated from the following sources (in millions):

	First Quarter
	2006	2005	Change	Percent
Department of Defense	$    793.9	$    725.8	$   68.1	9.4%
Civil agencies	376.7	402.8	(26.1)	(6.5)
Other (1)	50.3	40.2	10.1	25.1
Total U.S. Federal	$ 1,220.9  =====	$ 1,168.8 =====	$   52.1  ====	4.5
(1) Other revenues consist of state, local and foreign government as well as commercial contracts performed by the U.S. Federal reporting segment.
Revenues from U.S. Federal increased 4.5% for the first quarter versus the prior year quarter, driven by efforts in support of the Department of Defense. Contributors included increased scope and new tasking on logistics support for the U.S. Army and other DOD customers, additional tasking for engineering services in support of the U.S. Navy, and a program begun during fiscal 2005 to provide I/T infrastructure support to the U.S. Strategic Command.
Civil agencies revenue declined for the first quarter as the result of completion of programs with the Department of Justice, including the Federal Bureau of Investigation, and NASA, representing total reductions of approximately $32 million. Increased activity on existing programs offset these completions somewhat.
Revenue from other U.S. Federal activities increased for the quarter due to commencement of a significant systems integration project for a foreign government, partially offset by reduced activity on a project with the state of New York.
During the first quarter of fiscal 2006 the Company announced federal contract awards with a total value of $1.6 billion, compared to $2.2 billion announced during the respective period of fiscal 2005.
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Costs and Expenses

The Company's costs and expenses were as follows (in millions):

	First Quarter
	Dollar Amount			Percentage      of Revenue			Percentage Point   Change
	2006	2005		2006	2005
Cost of services	$2,926.7	$ 2,663.8		81.7%	80.8%		.9
Selling, general and administrative	205.1	210.7		5.7	6.4		(.7)
Depreciation and amortization	269.7	251.8		7.5	7.6		(.1)
Interest expense, net	18.8	36.9		.5	1.1		(.6)
Total	$3,420.3 ======	$3,163.2 ======		95.4% ====	95.9% ====		(.5) ====
Comparing the first quarter of fiscal 2006 and fiscal 2005, total costs and expenses decreased as a percentage of revenue. Lower selling, general and administrative costs and interest expense as a percentage of revenue were partially offset by higher costs of services.
The Company substantially matches revenues and costs in the same currency. Therefore, the foreign currency impact of approximately 1.6 percentage points on revenues and costs for the quarter did not have a material impact on costs and expenses as a percentage of revenue. However, the Company is increasing its use of off-shore support and therefore may be exposed to additional margin fluctuations.
Costs of Services
Costs of services (COS) as a percentage of revenue for the first quarter of fiscal 2006 was 81.7%, compared to 80.8% for the year earlier period. Approximately three-fourths of increase in the ratio was driven by U.S. outsourcing operations, primarily due to higher cost levels associated with early-stage contracts, as well as the impact on the prior-year comparison of a favorable customer settlement in the prior year quarter as a result of reduced volumes on that contract. Offsetting this ratio increase somewhat was the favorable mix impact of strong growth in U.S. outsourcing, where the cost of services ratio is lower than the Company composite. The remaining ratio increase was driven by operations of the U.S. Federal segment, primarily attributable to the unfavorable mix impact of growth in contracts with higher material and subcontractor costs which carry lower margins, though lower investment requirements as well.
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Selling, General and Administrative
Selling, general and administrative (SG&A) expense decreased as a percentage of revenue by .7% to 5.7% for the quarter compared to the year -earlier period. Improvements were achieved in both Global Commercial and U.S. Federal segments. Global Commercial improvement, accounting for approximately three-fourths of the ratio change, was led by Europe operations, attributable to high business development costs in the prior-year period associated with several major programs, as well as to general cost reduction efforts in the current year. Also contributing to the ratio improvement were U.S. outsourcing operations, attributable to leveraging of management and support activities over the larger business. Improvement in the U.S. Federal segment ratio was the result of decreased management costs.
Depreciation and Amortization
Depreciation and amortization (D&A) decreased .1% as a percentage of revenue to 7.5% for the first quarter of fiscal 2006 versus the comparable period in the prior year. Minor improvements were achieved in both Global Commercial and U.S. Federal segments. Global Commercial improvement was driven by U.S. outsourcing due to a combination of lower D&A on certain early-stage contracts, the favorable mix impact of a significant new applications outsourcing contract with low capital requirements, and reduced asset usage on certain existing contracts. These factors had an approximately .4% favorable impact on the Company's D&A ratio but were largely offset by an increased ratio for international activities, primarily attributable to the capital requirements of recent outsourcing contracts.
Interest Expense
Interest expense decreased approximately $18.2 million compared to the first quarter of fiscal 2005, a decrease in the ratio of net interest expense to revenue of .6%, from 1.1% to .5%. The decrease was the result of significantly lower average interest bearing debt balances, driven by the Company's retirement of $1 billion of term debt during March 2005.
Taxes
The provisions for income taxes for fiscal 2006 and fiscal 2005 are based upon estimated effective tax rates, including the impact of permanent differences between the book basis of assets and liabilities recognized for financial reporting purposes and the basis recognized for tax purposes. The Company's effective tax rates on income for continuing operations were approximately 33.0% and 30.9% for first quarter of fiscal 2006 and fiscal 2005, respectively. The increase in the effective tax rate is primarily the result of increased profits and the decreasing impact of existing favorable permanent tax differences that do not vary directly with increased profits.
Discontinued Operations
Income from the discontinued HPS operations, net of income taxes, for the first quarter of fiscal 2006 prior to the exchange was not significant. Income from discontinued operations of $17.5 million for the first quarter of fiscal 2005 was composed of $2.2 million from the HPS operations and $15.3 million from DynCorp International's (DI) operations. DynCorp International was disposed of during February 2005. HPS' activities were previously included in the Global Commercial reporting segment and DI's operations were included in the U.S. Federal reporting segment. HPS' impact on the Company's operating cash flow for the first quarter of fiscal 2006 was not significant.
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CSC recorded a gain of $22.9 million, from the HPS exchange transaction during the first quarter of fiscal 2006.
Earnings Per Share
Earnings per share from continuing operations increased $0.09 to $0.58 for the quarter ended July 1, 2005. Earnings per share from continuing operations for the quarter ended July 1, 2005 was favorably impacted by an increase in income from continuing operations of $15.8 million and a decline in the share base during the quarter of approximately 2.7 million. This decline was driven primarily by the Company's acquisition of 7.13 million of treasury shares in the HPS exchange which reduced weighted average shares outstanding for the quarter by approximately 6.0 million shares, which was partially offset by option exercises during the past twelve months. Common stock equivalents were flat on a year over year basis.
Financial Condition
Cash Flows
The Company's cash flows were as follows (in millions):
			Three Months Year-to-Date
			Fiscal 2006			Fiscal 2005
Net cash provided by operations			$       9.5			$   119.9
Net cash used in investing			(355.6)			(337.2)
Net cash (used in) provided by financing			(234.5)			16.7
Effect of exchange rate changes on cash and cash equivalents			(2.4)			(2.3)
Net decrease in cash and cash equivalents			(583.0)			(202.9)
Cash and cash equivalents at beginning of year			1,010.3			562.8
Cash and cash equivalents at quarter end			$   427.3  ======			$  359.9  =====

Net cash provided by operations of $9.5 million for the first quarter of fiscal 2006 declined compared to net cash provided by operations in the year-earlier period of $119.9 million and was driven by an increase in accounts receivable, and smaller increases than for the prior year in deferred revenue and income taxes payable. Smaller decreases in other current liabilities as well as higher levels of net income and non-cash expenses offset these factors somewhat. The Company's cash flow and DSO performance is affected by revenue recognition on long-term fixed-priced contracts which result in unbilled receivable balances (see Critical Accounting Estimates, Note 1 - Summary of Significant Accounting Policies, and Note 8 - Receivables, in the Company's Annual Report on Form 10-K for the year ended April 1, 2005). Cash flow is also affected by deferred costs related to expected contract modifications with the U.S. federal government. Milestone billings on contracts may be impacted by modificat ions to contract scope, schedule, and price. The Company routinely negotiates such contract modifications in both the U.S. Federal and Global Commercial segments.

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Net cash outflow for investing activities increased slightly for the first quarter of fiscal 2006 as compared to fiscal 2005 primarily as a result of increased investment in outsourcing contracts and the impact on fiscal 2005 investing cash flow of the sale of investment securities which was offset somewhat by the impact of an approximately $50 million investment during the prior-year quarter in contract-specific software related to the NHS contract.

The use of cash in financing activities for the first quarter of fiscal 2006 reflects the Company's acquisition of treasury stock as a result of the exchange of its Health Plans Solutions unit. This cash outflow reflects the cash held by that unit at exchange. Cash provided by financing activities during the prior-year quarter is the result of the exercise of stock options.

Liquidity and Capital Resources

The balance of cash and cash equivalents was $427.3 million at July 1, 2005 and $1,010.3 million at April 1, 2005. Equity decreased by $299.7 million during the three months ended July 1, 2005 primarily as a result of the exchange of the Company's Health Plan Solutions (HPS) business for approximately 7.13 million CSC common shares. The exchange between CSC and a subsidiary of DST Systems, Inc. was completed on April 29, 2005 and included $224.6 million of cash held by the HPS business at the time of the exchange. The decrease was partially offset by earnings, the exercise of stock options, and foreign currency translation. Debt-to-total capitalization ratio at quarter-end increased to 18.1% from 17.6% at fiscal 2005 year-end. The increase in the ratio was principally due to the decrease in equity from the aforementioned exchange.

On March 21, 2005, the Company instituted a voluntary share repurchase program for shareholders owning less than 100 shares. Under this program which has now expired, the Company repurchased 67,997 shares for $3.1 million during the first quarter of fiscal 20056 which was included in treasury stock.

Historically, the Company's primary sources of liquidity include cash flows from operations, the issuance of commercial paper and short-term borrowings. If the Company were unable to sell commercial paper or if the Company determined it was too costly to do so, the Company has the ability to borrow under a syndicated backstop credit facility.

As of July 1, 2005 the Company had no commercial paper outstanding. In August, 2004 the Company entered into a new credit agreement for a committed line of credit providing $700 million of long-term commercial paper backup. The new credit line replaced the existing short-term and long-term credit facilities and expires in August, 2009. The line of credit requires the Company to limit liens placed on assets to liens incurred in the ordinary course of business, limit maximum consolidated total debt to consolidated total capitalization ratio of .50 to 1.00 and maintain consolidated total debt to consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) ratio of not more than 2.50 to 1.00.

It is management's opinion that the Company will be able to meet its liquidity and cash needs for the foreseeable future through a combination of cash flows from operating activities, cash balances, unused borrowing capacity and other financing activities, including the issuance of debt and/or equity securities, and/or the exercise of the put option described in the Company's Form 10-K.

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Recent Accounting Pronouncements and Critical Accounting Estimates

Recent accounting pronouncements and the anticipated impact to the Company are described in the notes to the interim consolidated condensed financial statements included in this Form 10-Q as well as in the Company's Annual Report on Form 10-K for the year ended April 1, 2005

The Company has identified several critical accounting estimates which are described in "Management's Discussion and Analysis" of the Companies Annual Report on Form 10-K for fiscal 2005. An accounting estimate is considered critical if both: (a) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment involved, and (b) the impact of changes in the estimates and assumptions would have a material effect on the consolidated financial statements. The Company's critical accounting estimates relate to: revenue recognition and cost estimation on long-term, fixed-price contracts; revenue recognition on software license sales that require significant customization; capitalization of outsourcing contract costs and software development costs; assumptions related to purchase accounting and goodwill; assumptions to determine retirement benefits costs and liabilities; and assumptions and estimates used to analyze legal and tax contingencies. Modifications to contract scope, schedule, and price may be required on development contracts accounted for on a percentage-of-completion basis and other contracts with the U.S. Federal government. Accounting for such changes prior to formal contract modification requires evaluation of the characteristics and circumstances of the effort completed and assessment of probability of recovery. If recovery is deemed probable, the Company may, as appropriate, either defer the costs until the parties have agreed on the contract change or recognize the costs and related revenue as current period contract performance. The Company routinely negotiates such contract modifications in both the U.S. Federal and Global Commercial segments. For all these estimates, we caution that future events may not develop as forecast, and the best estimates routinely require adjustment.

Forward-Looking Statements

All statements and assumptions in this quarterly report on Form 10-Q and in the documents attached or incorporated by reference that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements represent current expectations and beliefs of CSC, and no assurance can be given that the results described in such statements will be achieved.

Forward-looking information contained in these statements include, among other things, statements with respect to the Company's financial condition, results of operations, cash flows, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, plans and objectives of management, and other matters. Such statements are subject to numerous assumptions, risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results described in such statements.

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These factors include, without limitation, the following: (i) changes in demand for information technology outsourcing, business process outsourcing and consulting and systems integration services; (ii) the Company's ability to continue to develop and expand its service offerings to address emerging business demands and technological trends; (iii) competitive pressures; (iv) the Company's ability to consummate divestitures, and to consummate and integrate acquisitions and form alliances; (v) early termination of customer contracts; (vi) the Company's ability to collect its accounts receivable on a timely basis; (vii) the Company's ability to recover its capital investment in outsourcing contracts; (viii) the profitability of long-term customer contracts and fixed-price customer contracts, and the Company's ability to negotiate appropriate contract modifications; (ix) the Company's exposure to financially troubled customers; (x) litigation and other dispute resolution; (xi) customer indemni fication; (xii) the Company's ability to attract and retain qualified personnel; and (xiii) general economic conditions and fluctuations in currency exchange rates in countries in which the Company does business.

The Company is engaged in providing services under contracts with the U.S. Government. These contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the U.S. Government investigate whether the Company's operations are being conducted in accordance with these requirements. U.S. Government investigations of the Company, whether related to the Company's federal government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon the Company, or could lead to suspension or debarment from future U.S. Government contracting.

Forward-looking statements in this quarterly report on Form 10-Q speak only as of the date hereof, and forward-looking statements in documents attached or incorporated by reference speak only as to the date of those documents. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

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PART I, ITEM 3.  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
For a discussion of the Company's market risk associated with interest rates and foreign currencies as of April 1, 2005, see "Quantitative and Qualitative Disclosures about Market Risk" in the Part II, item 7A, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the Company's Annual Report on Form 10-K for the fiscal year then ended. For the three months ended July 1, 2005, there has been no significant change in related market risk factors.
PART I, ITEM 4.  CONTROLS AND PROCEDURES
"Disclosure controls and procedures" are the controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. "Disclosure controls and procedures" include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in itsExchange Act reports is accumulated and communicated to the issuer's management, including its principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.
The Company's Chief Executive Officer and Chief Financial Officer have evaluated the Company's disclosure controls and procedures as of July 1, 2005 and, based upon this evaluation, have concluded that they are effective in all material respects.
"Internal control over financial reporting" is a process designed by, or under the supervision of, the issuer's principal executive and financial officers, and effected by the issuer's board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
(1)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and
(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.

During the fiscal quarter ended July 1, 2005, there was no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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Part II.  Other Information

Item 1.  Legal Proceedings

The Company is currently party to a number of disputes which involve or may involve litigation.

CSC is engaged in providing services under contracts with the U.S. Government. The contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the U.S. Government investigate whether the Company's operations are being conducted in accordance with these requirements. U.S. Government investigations of the Company, whether related to the Company's federal government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon the Company, or could lead to suspension or debarment from future U.S. Government contracting. The Company believes it has adequately reserved for any losses we may experience from these investigations.

In the course of business, discrepancies or claims may arise as to the use or reliability of various software products provided by the Company for its customers. On February 11, 2005, the Company was named, along with other vendors to the insurance industry, and dozens of insurance companies in Hensley, et al. vs. Computer Sciences Corporation, et al., filed as a putative nationwide class action in state court in Miller County, Arkansas shortly before President Bush signed the Class Action Fairness Act into law. The plaintiffs allege the defendants conspired to wrongfully use software products licensed by the Company and the other software vendors to reduce the amount paid to the licensees' insureds for bodily injury claims. Plaintiffs also allege wrongful concealment of the manner in which these software programs evaluate claims and wrongful concealment of information about alleged inherent errors and flaws in the software. Plaintiffs seek injunctive and monetary relief of less than $75,0 00 for each class member, as well as attorney's fees and costs. The Company intends to defend itself vigorously against the allegations.

Litigation is inherently uncertain and it is not possible to predict the ultimate outcome of the matters discussed above. Considering the early stage of the Hensley case, the complicated issues presented by that matter, the fact that some defendants are seeking to remove this case to federal court and the fact that no class has been certified, it is not possible at this time to make meaningful estimates of the amount or range of loss that could result from this matter. It is possible that the Company's business, financial condition, results of operations, or cash flows could be affected by the resolution of this matter. Whether any losses, damages or remedies ultimately resulting from this proceeding could reasonably have a material effect on the Company's business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages, if any, and the structure and type of any such remedies. D epending on the ultimate resolution of these matters, some may be material to the Company's operating results for a particular period if an unfavorable outcome results, although such a material unfavorable result is not presently expected, and all other litigation, in the aggregate, is not expected to result in a material adverse impact to the consolidated financial statements.

26

As reflected by Form 8-K filings made by Sears Holdings Corporation (SHC) on May 13, 2005 (following merger with K-Mart Holding Corporation), and by the Company on May 16, 2005, SHC's subsidiary, Sears, Roebuck and Co. (Sears), and the Company are in dispute over applicable termination fees following Sears' termination of its Master Services Agreement (Agreement) with the Company on May 11, 2005. The dispute is expected to be resolved pursuant to legal and arbitration proceedings during the summer of 2005. As of July 1, 2005, the Company had invested in net assets associated with the Agreement, including accounts receivable, prepaid expenses, software, property, plant and equipment, as well as other commitments. In addition to the above, the Company's assets include $38 million of net outsourcing contract costs. The Company will vigorously pursue recovery for its associated assets and commitments. While the Company expects full recovery of its investments associated with this Agreement, if unsuccessful, the Company may experience a charge, which could be material, associated with the impairment of these assets.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) None

(b) None

(c) Purchases of Equity Securities

The following table provides information on a monthly basis for the first quarter ended July 1, 2005 with respect to the Company's purchases of equity securities.

Period		Total Number of Shares Purchased (1)	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Program
April 2, 2005 to April 29, 2005		7,128,853	$  45.53
April 30, 2005 to May 27, 2005		48,443	45.29
May 28, 2005 to July 1, 2005		19,600	44.38
(1)  The Company accepted 127 shares of its common stock in the first quarter ended July 1, 2005 from employees in lieu of cash due to the Company in connection with the exercise of stock options. Such shares of common stock are stated at cost and held as treasury shares to be used for general corporate purposes.
The Company received 7,128,772 shares of its common stock held by a subsidiary of DST Systems Inc. in exchange for CSC's Health Plan Solutions business, see Note 3.
On March 21, 2005, the Company instituted a voluntary Oddlot share repurchase program for shareholders owning less than 100 shares. Under this program, which has now expired the Company repurchased a total of 67,997 shares in the first quarter ended July 1, 2005.
27
Item 4. Submission of Matters to a Vote of Security Holders
a.	The Company held its Annual Meeting of Stockholders on August 1, 2005.
b.	Proxies for the Annual Meeting were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934; there were no solicitations in opposition to management's nominees for director as listed in the Proxy Statement; and all such nominees were elected.
The directors elected were Irving W. Bailey, II, David J. Barram, Stephen L. Baum, Rodney F. Chase, Van B. Honeycutt, Leon J. Level, F. Warren McFarlan, and Thomas H. Patrick.
With respect to each nominee, the results of the vote were as follows:

	Votes
Name	For	Withheld
Irving W. Bailey, II	151,978,473	13,709,658
David J. Barram	159,115,602	6,572,529
Stephen L. Baum	159,923,943	5,764,188
Rodney F. Chase	159,103,882	6,584,249
Van B. Honeycutt	156,809,905	8,878,226
Leon J. Level	152,837,525	12,850,606
F. Warren McFarlan	152,528,724	13,159,407
Thomas H. Patrick	156,352,281	9,335,850

c.	The appointment of Deloitte & Touche LLP as the Company's independent auditors for the 2006 fiscal year was approved by the stockholders. There were 158,842,675 votes cast for approval, 2,926,516 votes cast against approval and 3,918,940 abstentions.
28

Item 6. Exhibits
Exhibit
Number	Description of Exhibit
2.1	Purchase Agreement dated as of December 12, 2004 by and among the Company, DynCorp, The Veritas Capital Fund II, L.P. and DI Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 12, 2004)
3.1	Restated Articles of Incorporation filed with the Nevada Secretary of State on June 11, 2003 (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 28, 2003)
3.2	Certificate of Amendment of Certificate of Designations of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2003)
3.3	Bylaws, amended and restated effective August 1, 2005
10.1	1998 Stock Incentive Plan* (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 1998)
10.2	2001 Stock Incentive Plan* (incorporated by reference to Appendix B to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 13, 2001)
10.3	Schedule to the 2001 Stock Incentive Plan for United Kingdom personnel* (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 2004)
10.4	2004 Incentive Plan* (incorporated by reference to Appendix B to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 9, 2004)
10.5	Form of Stock Option Agreement*
10.6	Form of Restricted Stock Agreements*
10.7	Annual Management Incentive Plan, effective April 2, 1983* (incorporated by reference to Exhibit X(i) to the Company's Annual Report on Form 10-K for the fiscal year ended March 30, 1984)
10.8	Form of FY2005 Annual Management Incentive Plan 1 Worksheet*
10.9	Supplemental Executive Retirement Plan, amended and restated effective August 9, 2004 (incorporated by reference to Exhibit 10.16 to the Company's Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2004)
10.10	Deferred Compensation Plan, amended and restated effective August 11, 2003* (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2003)
29
10.11	Severance Plan for Senior Management and Key Employees, amended and restated effective August 11, 2003* (incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2003)
10.12	Severance Agreement with Van B. Honeycutt, effective February 2, 1998* (incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 26, 1997)
10.13	Employment Agreement with Van B. Honeycutt, effective May 1, 1999* (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 1999)
10.14	Amendment of Employment Agreement with Van B. Honeycutt, effective February 3, 2003* (incorporated by reference to Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 27, 2002)
10.15	Form of Indemnification Agreement for Officers (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995)
10.16	Form of Indemnification Agreement for Directors (incorporated by reference to Exhibit X(xxvi) to the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 1988)
10.17	1997 Nonemployee Director Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 11, 1997)
10.18	Form of Restricted Stock Unit Agreement
10.19	Rights Agreement dated February 18, 1998 as amended and restated effective February 7, 2005 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 28, 2005)
10.20	Credit Agreement dated as of August 13, 2004 (incorporated by reference to Exhibit 10.27 to the Company's Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2004)
31.1	Section 302 Certification of the Chief Executive Officer
31.2	Section 302 Certification of the Chief Financial Officer
32.1	Section 906 Certification of the Chief Executive Officer
32.2	Section 906 Certification of the Chief Financial Officer
	*Management contract or compensatory plan or agreement
30

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		COMPUTER SCIENCES CORPORATION
Date: August 5, 2005	By:	/s/ Donald G. DeBuck
		Donald G. DeBuck Vice President and Controller Chief Accounting Officer

31

EX-3

Exhibit 3.3

 BYLAWS

OF

COMPUTER SCIENCES CORPORATION

As amended August 1, 2005

 BYLAWS

of

COMPUTER SCIENCES CORPORATION

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the Corporation in the State of Nevada shall be in the City of Reno, County of Washoe.

Section 2. Other Offices. The Corporation may also have offices in such other places, both within and without the State of Nevada, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Annual Meetings. Annual meetings of the stockholders shall be held at the office of the Corporation in the City of El Segundo, State of California or at such other place, within or without the State of California, as shall be designated by the Board of Directors.

Section 2. Date of Annual Meetings; Election of Directors. Annual meetings of the stockholders shall be held at such time and date as the Board of Directors shall determine. At each such annual meeting, the stockholders of the Corporation shall elect a Board of Directors and transact such other business as has properly been brought before the meeting in accordance with Section 13 of this Article II.

Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, by the Articles of Incorporation or by these Bylaws, may be called by the Chairman of the Board, the Board of Directors or the Chief Executive Officer, and shall be called by the Chief Executive Officer or Secretary at the request in writing of stockholders owning not less than seventy-five percent (75%) of the entire capital stock of the Corporation issued and outstanding and entitled to vote, and shall not otherwise be called except as provided in the following sentence. In the event the Corporation shall have failed to hold its annual meeting of stockholders for a period of 18 months from the last preceding annual meeting at which directors were elected or if such annual meeting shall have been held but directors shall not have been elected at such annual meeting, a special meeting of the stockholders shall be called by the Chi ef Executive Officer or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request from stockholders shall be directed to the Chairman of the Board, the Chief Executive Officer or the Secretary. To be in proper written form, a stockholder's notice must set forth (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the election of directors and any material interest of such stockholder in such election and (iv) a representation that such stockholder intends to appear in person or by proxy at such spec ial meeting to vote on the election of directors at such meeting. The business transacted at such special meeting shall be confined to the election of directors.

Section 4. Record Date for Meetings of Stockholders. The directors may fix, in advance, a record date not more than sixty (60) or less then ten (10) days before the date of any meeting of the stockholders as the date as of which stockholders entitled to notice of and to vote at such meeting shall be determined. Only stockholders of record on that date shall be entitled to notice or to vote at such meeting. If a record date is not fixed, the record date is at the close of business on the day before the day on which the first notice is given or, if notice is waived, at the close of business on the day before the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting. The Board of Directors shall fix a new record date if the meeting is adjourned to a date more than sixty (60) days la ter than the date set for the original meeting.

Section 5. Notices of Meetings. Notices of meetings of the stockholders shall be in writing and signed by the Chief Executive Officer or Secretary, or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place where, it is to be held, and the means of electronic communications, if any, by which stockholders and proxies shall be deemed to be present in person and vote. A copy of such notice shall be delivered personally, mailed postage prepaid, or given by a form of electronic transmission permitted for such purpose by applicable law and the rules and regulations of the U.S. Securities and Exchange Commission and each national securities exchange upon which the Corporation's voting stock is then listed, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mail ed, it shall be directed to the stockholder at his or her address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. If no such address appears on the books of the Corporation and a stockholder has given no address for the purpose of notice, then notice shall be deemed to have been given to such stockholder if it is published at least once in a newspaper of general circulation in the county in which the principal executive office of the Corporation is located. An affidavit of the mailing or publication of any such notice shall be prima facie evidence of the giving of such notice.

Personal delivery of any such notice to any officer of a corporation or association, to any member of a limited liability company managed by its members, to any manager of a limited liability company managed by its managers, to any general partner of a partnership or to any trustee of a trust shall constitute delivery of such notice to such corporation, association limited liability company, partnership or trust. If any notice addressed to the stockholder at the address of such stockholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that it is unable to deliver the notice to the stockholder at such address, all future notices shall be deemed to have been duly given to such stockholder, without further mailing, if the same shall be available for the stockholder upon written demand of the stockholder at the principal executive office of the Corporation for a period of one year from the date of the giving of t he notice to all other stockholders.

Section 6. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by the statutes of Nevada or by the Articles of Incorporation. Regardless of whether or not a quorum is present or represented at any annual or special meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present in person or represented by proxy, provided that when any stockholders' meeting is adjourned for more than forty-five (45) days, or if a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the me eting. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 7. Vote Required. When a quorum is present or represented at any meeting, the holders of a majority of the stock present in person or represented by proxy and voting shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes of Nevada, the Articles of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 8. Cumulative Voting. Except as otherwise provided in the Articles of Incorporation, every stockholder of record of the Corporation shall be entitled at each meeting of the stockholders to one vote for each share of stock standing in his name on the books of the Corporation. At all elections of directors of the Corporation, each holder of shares of capital stock possessing voting power shall be entitled to as many votes as shall equal the number of his or her shares of stock multiplied by the number of directors to be elected, and may cast all of such votes for a single director or may distribute them among the number to be voted for or any two or more of them, as he or she may see fit. The stockholders of the Corporation and any proxyholders for such stockholders are entitled to exercise the right to cumulative voting at any meeting held for the election of directors if: (a) not less than forty-eight (48) hours before the time fixed for holding such meeting, i f notice of the meeting has been given at least ten (10) days prior to the date of the meeting, and otherwise not less than twenty-four (24) hours before such time, a stockholder of the Corporation has given notice in writing to the Chief Executive Officer or Secretary of the Corporation that such stockholder desires that the voting at such election of directors shall be cumulative; and (b) at such meeting, prior to the commencement of voting for the election of directors, an announcement of the giving of such notice has been made by the chairman or the secretary of the meeting or by or on behalf of the stockholder giving such notice. Notice to stockholders of the requirements of the preceding sentence shall be contained in the notice calling such meeting or in the proxy material accompanying such notice.

Section 9. Conduct of Meetings. Subject to the requirements of the statutes of Nevada, and the express provisions of the Articles of Incorporation and these Bylaws, all annual and special meetings of stockholders shall be conducted in accordance with such rules and procedures as the Board of Directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine. The chairman of any annual or special meeting of stockholders shall be designated by the Board of Directors and, in the absence of any such designation, shall be the Chief Executive Officer of the Corporation.

Section 10. Proxies. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until (i) an instrument revoking i t or duly executed proxy bearing a later date is filed with the Secretary of the Corporation or, (ii) the person executing the proxy attends such meeting and votes the shares subject to the proxy, or (iii) written notice of the death or incapacity of the maker of such proxy is received by the Corporation before the vote pursuant thereto is counted.

Section 11. Action by Written Consent. Any action, except election of directors, which may be taken by a vote of the stockholders at a meeting, may be taken without a meeting and without notice if authorized by the written consent of stockholders holding at least ninety percent (90%) of the voting power. The Board of Directors may adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent shall be determined. The date prescribed by the Board of Directors shall not precede or be more than ten (10) days after the date the resolution is adopted by the Board of Directors. If the Board of Directors does not adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent shall be determined and:

1. No prior action by the Board of Directors is required by the statutes of Nevada, the date is the first date on which a valid, written consent is delivered in accordance with the statutes of Nevada.
2. Prior action by the Board of Directors is required by the statutes of Nevada, the date is at the close of business on the day the Board of Directors adopts the resolution.

Section 12. Inspectors of Election. In advance of any meeting of stockholders, the Board of Directors may appoint inspectors of election to act at such meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, then, unless other persons are appointed by the Board of Directors prior to the meeting, the chairman of any such meeting may, and on the request of any stockholder or a stockholder proxy shall, appoint inspectors of election (or persons to replace those who fail to appear or refuse to act) at the meeting. The number of inspectors shall not exceed three.

The duties of such inspectors shall include: (a) determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; (b) receiving votes, ballots or consents; (c) hearing and determining all challenges and questions in any way arising in connection with the right to vote; (d) counting and tabulating all votes or consents and determining the result; and (e) taking such other action as may be proper to conduct the election or vote with fairness to all stockholders. In the determination of the validity and effect of proxies, the dates contained on the forms of proxy shall presumptively determine the order of execution of the proxies, regardless of the postmark dates on the envelopes in which they are mailed. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

Section 13. Action at Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 13 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 13.

In addition to any other applicable requirements, for business properly to be brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Chairman of the Board, the Chief Executive Officer or the Secretary of the Corporation.

To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the 5:00 o'clock, p.m., Los Angeles, California time, on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

To be in proper written form, a stockholder's notice must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 13, provided, however, that, once business has been brought properly before the annual meeting in accordance with such procedures, nothing in this Section 13 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an annual meeting determines that business was not brought properly before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not brought properly before the meeting and such business shall not be transacted.

ARTICLE III

DIRECTORS

Section 1. Number of Directors. The exact number of directors that shall constitute the authorized number of members of the Board shall be eight (8), all of whom shall be at least 18 years of age. The authorized number of directors may from time to time be increased to not more than fifteen (15) or decreased to not less than three (3) by resolution of the directors of the Corporation amending this Section of these Bylaws in compliance with Article VIII, Section 2 of these Bylaws. Except as provided in Section 2 of this Article III, each director elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders.

A majority of the directors shall at all times consist of "Independent Directors." A person shall be considered an "Independent Director" if he or she:

(i) is not, and has not been within the past three years, employed by the Corporation in an executive capacity;

(ii) is not, and is not affiliated with an organization that is, an advisor or consultant to the Corporation, and within the last three years has not had, and is not affiliated with a company that has had, any business relationship with the Corporation, in any case for which disclosure is required pursuant to Item 404 of Regulation S-K of the Securities and Exchange Commission (or any successor to such rule);

(iii) is not a member of the immediate family of any person described in clauses (i) or (ii) above; and

(iv) does not have any financial relationship, other than as a stockholder of the Corporation, that could materially affect the exercise of his or her judgment as a director.

Section 2. Vacancies. Vacancies, including those caused by (i) the death, removal, or resignation of directors, (ii) the failure of stockholders to elect directors at any annual meeting, and (iii) an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum. When one or more directors shall give notice of resignation to the Board, effective at a future date, the acceptance of such resignation shall not be necessary to make it effective. The Board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors. The directors of the Corporation may be removed from office by the vote of stockholders representing not less than two-thirds (2/3) of the voting power of the issued and outstanding stock entitled to voting power; provided, however, that any director or directors who constitute fewer than all of the incumbent directors may not be removed from office at any one time or as the result of any one transaction except upon the vote of stockholders owning sufficient shares to prevent each director's election to office at the time of removal.

Section 3. Authority. The business of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, at such place, either within or without the State of Nevada, which has been designated by resolution of the Board of Directors. In the absence of such designation, meetings shall be held at the office of the Corporation in the City of El Segundo, State of California.

Section 5. First Meeting. The first meeting of the newly elected Board of Directors shall be held immediately following the annual meeting of the stockholders and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute a meeting, provided a quorum shall be present.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, or the Chief Executive Officer and shall be called by the Chief Executive Officer or Secretary at the written request of two directors. Notice of the time and place of special meetings shall be given within 30 days to each director (a) personally or by telephone, telegraph, facsimile or electronic means, in each case at least twenty four (24) hours prior to the holding of the meeting, or (b) by mail, charges prepaid, addressed to such director at his or her address as it is shown upon the records of the Corporation (or, if it is not so shown on such records and is not readily ascertainable, at the place at which the meetings of the directors are regularly held) at least three (3) days prior to the holding of the meeting. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, p ostage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. Any notice, waiver of notice or consent to holding a meeting shall state the time, date and place of the meeting but need not specify the purpose of the meeting.

Section 8. Quorum. Presence in person of a majority of the Board of Directors, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present and voting at any meeting, at which a quorum is then present, shall be the act of the Board of Directors, except as may be otherwise specifically provided by the statutes of Nevada or by the Articles of Incorporation. A meeting at which a quorum is initially present shall not continue to transact business in the absence of a quorum.

Section 9. Action by Written Consent. Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto is signed by all members of the Board. Such written consent shall be filed with the minutes of proceedings of the Board of Directors.

Section 10. Telephonic Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a telephone conference or similar methods of communications by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to the preceding sentence constitutes presence in person at such meeting.

Section 11. Adjournment. A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn any directors' meeting to another time, date and place. If any meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time, date and place shall be given, prior to the time of the adjourned meeting, to the directors who were not present at the time of adjournment. If any meeting is adjourned for less than twenty-four (24) hours, notice of any adjournment shall be given to absent directors, prior to the time of the adjourned meeting, unless the time, date and place is fixed at the meeting adjourned.

Section 12. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees of the Board of Directors. Such committee or committees shall have such name or names, shall have such duties and shall exercise such powers as may be determined from time to time by the Board of Directors.

Section 13. Committee Minutes. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

Section 14. Compensation of Directors. The directors shall receive such compensation for their services as directors, and such additional compensation for their services as members of any committees of the Board of Directors, as may be authorized by the Board of Directors.

Section 15. Mandatory Retirement of Directors. A director of the Corporation shall not serve beyond, and shall automatically retire at, the close of the first annual meeting of stockholders held after the director shall become age 72; provided, however that if the Board of Directors shall determine that it is in the best interests of the Corporation and its stockholders for a person to continue to serve as a director of the Corporation until the close of any annual meeting after the annual meeting upon which this Section 15 would otherwise require such person to retire, then such person shall not be so required to retire until the close of such later annual meeting.

ARTICLE IV

OFFICERS

Section 1. Principal Officers. The officers of the Corporation shall be elected by the Board of Directors and shall be a Chief Executive Officer, a President, a Secretary and a Treasurer. A resident agent for the Corporation in the State of Nevada shall be designated by the Board of Directors. Any person may hold two or more offices.

Section 2. Other Officers. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers and agents, as it shall deem necessary.

Section 3. Qualification and Removal. The officers of the Corporation mentioned in Section 1 of this Article IV shall hold office until their successors are elected and qualify. Any such officer and any other officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.

Section 4. Resignation. Any officer may resign at any time by giving written notice to the Corporation, without prejudice, however, to the rights, if any, of the Corporation under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Powers and Duties; Execution of Contracts. Officers of the Corporation shall have such powers and duties as may be determined by the Board of Directors. Unless otherwise specified by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. Contracts and other instruments in the normal course of business may be executed on behalf of the Corporation by the Chief Executive Officer, the President or any Vice President of the Corporation, or any other person authorized by resolution of the Board of Directors.

ARTICLE V

STOCK AND STOCKHOLDERS

Section 1. Issuance. Every stockholder shall be issued a certificate representing the number of shares owned by such stockholder in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the certificate shall contain a statement setting forth the office or agency of the Corporation from which stockholders may obtain a copy of a statement or summary of the designations, preferences and relative or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights. The Corporation shall furnish to its stockholders, upon request and without charge, a copy of such statement or summary.

Section 2. Facsimile Signatures. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers of the Corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, before such certificates shall have been delivered by the Corporation, such certificates may nevertheless be issued as though the person or persons who signed such certificates, had not ceased to be an officer of the Corporation.

Section 3. Lost Certificates. The Board of Directors may direct a new stock certificate to be issued in place of any certificate alleged to have been lost or destroyed, and may require the making of an affidavit of that fact by the person claiming the stock certificate to be lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent, require the owner of the lost or destroyed certificate to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 4. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed for transfer, it shall be the duty of the Corporation to issue a new certificate, cancel the old certificate and record the transaction upon its books.

Section 5. Uncertificated Shares. Notwithstanding Sections 1-4 of this Article V, the Board of Directors, pursuant to applicable law and the rules and regulations of the U.S. Securities and Exchange Commission and each national securities exchange upon which the Corporation's stock is then listed (collectively, the "Applicable Regulations"), may authorize the issuance of uncertificated shares of some or all of the shares of any or all of the Corporation's classes or series of stock. Any such issuance shall have such effect upon existing certificates for shares, and upon the Corporation's obligations with respect thereto, as may be prescribed by the Applicable Regulations, notwithstanding anything to the contrary in Sections 1-4 of this Article V.

Section 6. Registered Stock. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the statutes of Nevada.

Section 7. Dividends. In the event a dividend is declared, the stock transfer books will not be closed, but a record date will be fixed by the Board of Directors and only stockholders of record on that date shall be entitled to the dividend.

ARTICLE VI
INDEMNIFICATION

Section 1. Indemnity of Directors, Officers and Agents. The Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation or is serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise or by reason of actions alleged to have been taken or omitted in such capacity or in any other capacity while serving as a director or officer. The indemnification of directors and officers by the Corporation shall be to the fullest extent authorized or permitted by applicable law, as such law exists or may hereafter be amended (but only to the extent that such amendment permits the Corporat ion to provide broader indemnification rights than permitted prior to the amendment). The indemnification of directors and officers shall be against all loss, liability and expense (including attorneys fees, costs, damages, judgments, fines, amounts paid in settlement and ERISA excise taxes or penalties) actually and reasonably incurred by or on behalf of a director or officer in connection with such action, suit or proceeding, including any appeals; provided, however, that with respect to any action, suit or proceeding initiated by a director or officer, the Corporation shall indemnify such director or officer only if the action, suit or proceeding was authorized by the Board of Directors of the Corporation, except with respect to a suit for the enforcement of rights to indemnification or advancement of expenses in accordance with Section 3 hereof.

Section 2. Expenses The expenses of directors and officers incurred as a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative shall be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding; provided, however, that if applicable law so requires, the advance payment of expenses shall be made only upon receipt by the Corporation of an undertaking by or on behalf of the director or officer to repay all amounts as advanced in the event that it is ultimately determined by a final decision, order or decree of a court of competent jurisdiction that the director or officer is not entitled to be indemnified for such expenses under this Article VI.

Section 3. Enforcement Any director or officer may enforce his or her rights to indemnification or advance payments for expenses in a suit brought against the Corporation if his or her request for indemnification or advance payments for expenses is wholly or partially refused by the Corporation or if there is no determination with respect to such request within 60 days from receipt by the Corporation of a written notice from the director or officer for such a determination. If a director or officer is successful in establishing in a suit his or her entitlement to receive or recover an advancement of expenses or a right to indemnification, in whole or in part, he or she shall also be indemnified by the Corporation for costs and expenses incurred in such suit. It shall be a defense to any such suit (other than a suit brought to enforce a claim for the advancement of expenses under Section 2 of this Article VI where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law. Neither the failure of the Corporation to have made a determination prior to the commencement of such suit that indemnification of the director or officer is proper in the circumstances because the director or officer has met the applicable standard of conduct nor a determination by the Corporation that the director or officer has not met such applicable standard of conduct shall be a defense to the suit or create a presumption that the director or officer has not met the applicable standard of conduct. In a suit brought by a director or officer to enforce a right under this Section 3 or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that a director or officer is not entitled to be indemnified or is not entitled to an advancement of expenses under this Section 3 or otherwise, shall be on the Corporation.< /P>

Section 4. Non-exclusivity The right to indemnification and to the payment of expenses as they are incurred and in advance of the final disposition of the action, suit or proceeding shall not be exclusive of any other right to which a person may be entitled under the Articles of Incorporation, these Bylaws or any agreement, statute, vote of stockholders or disinterested directors or otherwise. The right to indemnification under Section 1 hereof shall continue for a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, next of kin, executors, administrators and legal representatives.

Section 5. Settlement. The Corporation shall not be obligated to reimburse the amount of any settlement unless it has agreed to such settlement. If any person shall unreasonably fail to enter into a settlement of any action, suit or proceeding within the scope of Section 1 hereof, offered or assented to by the opposing party or parties and which is acceptable to the Corporation, then, notwithstanding any other provision of this Article VI, the indemnification obligation of the Corporation in connection with such action, suit or proceeding shall be limited to the total of the amount at which settlement could have been made and the expenses incurred by such person prior to the time the settlement could reasonably have been effected.

Section 6. Purchase of Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI.

Section 7. Conditions. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation or to any director, officer, employee or agent of any of its subsidiaries to the fullest extent of the provisions of this Article VI, subject to the imposition of any conditions or limitations as the Board of Directors may deem necessary or appropriate.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Exercise of Rights. All rights incident to any and all shares of another corporation or corporations standing in the name of the Corporation may be exercised by such officer, agent or proxyholder as the Board of Directors may designate. In the absence of such designation, such rights may be exercised by the Chairman of the Board or any officer of the Corporation, or by any other person authorized to do so by the Chairman of the Board or any officer of the Corporation. Except as provided below, shares of the Corporation owned by any subsidiary of the Corporation shall not be entitled to vote on any matter. Shares of the Corporation held by the Corporation in a fiduciary capacity and shares of the Corporation held in a fiduciary capacity by any subsidiary of the Corporation, shall not be entitled to vote on any matter, except to the extent that the settler or beneficial owner possesses and exercises a right to vote or to give the Corporation or such su bsidiary binding instructions as to how to vote such shares.

Solely for purposes of Section 1 of this Article VII, a "subsidiary" of the Corporation shall mean a corporation, shares of which possessing more than fifty percent (50%) of the power to vote for the election of directors at the time determination of such voting power is made, are owned directly, or indirectly through one or more subsidiaries, by the Corporation.

Section 2. Interpretation. Unless the context of a Section of these Bylaws otherwise requires, the terms used in these Bylaws shall have the meanings provided in, and these Bylaws shall be construed in accordance with, the Nevada statutes relating to private corporations, as found in Chapter 78 of the Nevada Revised Statutes or any subsequent statute.

ARTICLE VIII

AMENDMENTS

Section 1. Stockholder Amendments. Bylaws may be adopted, amended or repealed by the affirmative vote of not less than seventy-five percent (75%) of the outstanding voting shares of the Corporation.

Section 2. Amendments by Board of Directors. Subject to the right of stockholders as provided in Section 1 of this Article VIII, Bylaws may be adopted, amended or repealed by the Board of Directors; provided, however, that the following provisions may not be amended or repealed by the Board of Directors until after January 1, 2005: (i) the percentage appearing in the first sentence of Article II, Section 3; (ii) the second paragraph of Article III, Section I; and (iii) this Article VIII.

ARTICLE IX

"ACQUISITION OF CONTROLLING INTEREST" PROVISIONS OF

THE NEVADA GENERAL CORPORATION LAW SHALL NOT APPLY

On and after February 16, 1998, the provisions of Section 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes shall not apply to the Corporation.

EX-31

Exhibit 31.1

I, Van B. Honeycutt, Chairman and Chief Executive Officer of the Company, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Computer Sciences Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
3. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
4. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: August 5, 2005 By: /s/ Van B. Honeycutt                             
Van B. Honeycutt
Chairman and Chief Executive Officer

EX-31

Exhibit 31.2

I, Leon J. Level, Vice President and Chief Financial Officer of the Company, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Computer Sciences Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
3. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
4. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: August 5, 2005 By: /s/ Leon J. Level                                    
Leon J. Level
Vice President and Chief Financial Officer

EX-32

3:

EXHIBIT 32.1

Certification

Pursuant to 18 U.S.C. Section 1350, I, Van B. Honeycutt, Chairman and Chief Executive Officer of Computer Sciences Corporation (the "Company"), hereby certify that:
(1)	the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2005 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 5, 2005		/s/ Van B. Honeycutt
		Van B. Honeycutt
		Chairman and Chief Executive Officer

EX-32

EXHIBIT 32.2

Certification

Pursuant to 18 U.S.C. Section 1350, I, Leon J. Level, Vice President and Chief Financial Officer of Computer Sciences Corporation (the "Company"), hereby certify that:
(1)	the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2005 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 5, 2005		/s/ Leon J. Level
		Leon J. Level
		Vice President and Chief Financial Officer

EX-10

Exhibit 10.5

Grant # <Number>

STOCK OPTION AGREEMENT

This Stock Option Agreement ("Agreement") is made and entered into as of <Option Date> (the "Grant Date") by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and <Name>, a full-time employee of the Company and/or one or more of its subsidiaries (the "Employee").

WHEREAS, pursuant to the Company's <Plan> Stock Incentive Plan (the "Plan"), the Company desires to grant to the Employee, and the Employee desires to accept, an option to purchase shares of the common stock, par value $1.00 per share, of the Company (the "Common Stock"), upon the terms and conditions set forth herein, which terms and conditions have been approved by the committee of the Board of Directors administering the Plan (the "Committee");

NOW, THEREFORE, in consideration of the foregoing recital and the covenants set forth herein, the parties hereto hereby agree as follows:

The Company hereby grants to the Employee, and the Employee hereby accepts, an option to purchase <Shares Granted> shares of Common Stock (the "Option Shares") at an exercise price of <Option Price> per share (the "Exercise Price"), which option shall expire at 5:00 p.m., California, U.S.A. time, on <Expiration Date> (the "Expiration Date") and shall be subject to all of the terms and conditions set forth in the Plan and this Agreement, including, without limitation, the terms and conditions set forth in Schedule "NS11" attached hereto and incorporated herein by this reference (the "Option"). The Option shall not initially be exercisable to purchase any Option Shares; provided, however, that upon each of the dates indicated below, the Option shall become exercisable to purchase ("vest with respect to") the number of the Option Shares indicated below across from such date:

Number of Option Shares Vesting Date

<Number of Shares Vesting> <Vesting Date>

<Number of Shares Vesting> <Vesting Date>

<Number of Shares Vesting> <Vesting Date>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Grant Date.

EMPLOYEE COMPUTER SCIENCES CORPORATION

______________________________________ By________________________________

<Name>

The Employee acknowledges receipt of the Plan and a Prospectus relating to the Option, and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof.

______________________________________

<Name>

<Address>

<Address>

<Address>

STOCK OPTION SCHEDULE NS11

ADDITIONAL TERMS AND CONDITIONS

The Option is intended not to qualify as an incentive option under Section 422 of the U.S. Internal Revenue Code.

Capitalized terms not otherwise defined in this Stock Option Schedule (the "Schedule") shall have the same meanings as set forth in the Stock Option Agreement (the "Agreement") and the Plan.

This Schedule has been incorporated by reference into the Agreement and, by signing the Agreement, the Employee has acknowledged and agreed to the additional terms and conditions of this Schedule. This Schedule and the Agreement are collectively referred to as the "Agreement" herein.

1. Forfeiture Obligations.
1. Certain Definitions. For purposes of this Section, the following terms shall have the following meanings:
1. "Stock Option" shall mean the Option and each other stock option to purchase shares of Common Stock (except stock options granted in lieu of an annual cash bonus) that has previously been granted to the Employee by the Company or any of its affiliates or predecessors-in-interest.
2. "Stock Option Exercise Date" shall mean, with respect to each exercise of a Stock Option, the date upon which such Stock Option is exercised.
3. "Restricted Period" shall mean, with respect to each exercise of a Stock Option, the period set forth in Section 1(c)(i) or (ii) hereof, respectively.
4. The "Fair Market Value" of a share of Common Stock on any day shall be equal to the last sale price, regular way, of a share of Common Stock on such day (or in case the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is not open on such date, the next preceding date upon which it is open), or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal United States national securities exchange on which the Common Stock is listed or admitted to trading.
2. Refund of Stock Option Gains; Termination of Stock Options. If the Employee shall exercise a Stock Option at any time on or after the Grant Date and any of the events set forth in Section 1(c)(i) or (ii) hereof shall occur during the respective Restricted Period for such exercise, then:
1. Refund of Stock Option Gains. The Employee shall immediately deliver to the Company with respect to such exercise, an amount in cash equal to:
1. the aggregate Fair Market Value, determined as of the Stock Option Exercise Date, of the shares of Common Stock issued upon such exercise; minus
2. the aggregate exercise price paid, whether in cash or by the delivery or withholding of shares of Common Stock, upon such exercise.
2. Termination of All Stock Options. All Stock Options that would otherwise be outstanding shall terminate on the Stock Option Exercise Date.
3. Triggering Events. The events referred to in Section 1(b) hereof are as follows:
1. Competing With the Company After Voluntary Termination of Employment and Prior to Six Months After the Stock Option Exercise Date. The Employee participating, as a director, officer, employee, agent, consultant or greater than 5% equity holder (collectively, "Participating"), in any of the following during the period of time commencing on the date upon which the Employee's status as a full-time employee of the Company or its affiliates is voluntarily terminated (the "Voluntary Employment Termination Date"), there being a presumption that any termination of employment is voluntary, and continuing until six months after the Stock Option Exercise Date (for the purpose of such event, the "Restricted Period"):
1. Participating in any manner in any enterprise that competes with, or is becoming a competitor of, the Company (if the Employee is a Corporate Employee) or any operating business unit of the Company in which the Employee has been employed within one year prior to the Voluntary Employment Termination Date (if the Employee is not a Corporate Employee) in any city in which the Company or such business unit, respectively, provides services or products on the Voluntary Employment Termination Date; or
2. Participating in any other organization or business, which organization or business, or which Participation therein, is or is becoming otherwise prejudicial to or in conflict with the interests of the Company.
2. Engaging in Certain Activities After Voluntary Or Involuntary Termination of Employment and Prior to One Year After the Stock Option Exercise Date. The Employee engaging in any of the following activities during the period of time commencing on the date upon which the Employee's status as a full-time employee of the Company or its affiliates is voluntarily or involuntarily terminated (the "Employment Termination Date") and continuing until one year after the Stock Option Exercise Date (for the purpose of such events, the "Restricted Period"):
1. Solicitation of Customers or Prospective Customers. Directly or indirectly soliciting any of the following with respect to any of the services or products that the Company or any of its affiliates then provide to customers:
0. any person or entity that the Employee knew to be a customer of the Company or any of its affiliates; or
1. any person or entity whose business the Employee solicited on behalf of the Company or its affiliates during the one-year period preceding the Employment Termination Date.
2. Solicitation or Hiring of Employees. Directly or indirectly soliciting or hiring any person who then is an employee of the Company or any of its affiliates.
3. Disclosure of Confidential Information. Use, or disclosure, communication or delivery to any person or entity, of any confidential business information or trade secrets that the Employee obtained during the course of his or her employment with the Company or any of its affiliates (collectively, "Confidential Information"). Confidential Information includes, without limitation, the following:
0. non-public financial information;
1. non-public operational information, including, without limitation, information relating to business or market strategies, pricing policies and methodologies, research and development plans, or the introduction of new services or products;
2. information regarding employees, including, without limitation, names, addresses, contact information and compensation;
3. information regarding customers and suppliers, including, without limitation, names, addresses, contact information and requirements, and the terms and conditions of the business arrangements with such customers and suppliers;
4. information regarding potential acquisitions or dispositions of businesses or products; and
5. information relating to proprietary technological or intellectual property, or the operational or functional features or limitations thereof.
4. Release of Forfeiture Obligations.
1. Notwithstanding the foregoing, the Employee shall be released from (A) all of his or her obligations under Section 1(b) hereof in the event that a Change of Control (as hereinafter defined) occurs within three years prior to the Employment Termination Date, and (B) some or all of his or her obligations under Section 1(b) hereof in the event that the Committee (if the Employee is an executive officer of the Company) or the Company's Chief Executive Officer (if the Employee is not an executive officer of the Company) shall determine, in their respective sole discretion, that such release is in the best interests of the Company.
2. "Change of Control" shall mean the first to occur of the following events: (A) the dissolution or liquidation of the Company; (B) a sale of substantially all of the property and assets of the Company; (C) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which results in the outstanding securities of any class then subject to the Option being exchanged for or converted into cash, property and/or securities not issued by the Company; (D) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which does not result in the outstanding securities of any class then subject to the Option being exchanged for or converted into cash, property and/or securities not issued by the Company, provided that the outstanding voting securities of the Company immediately prior to such business combination (or, if applicable, the securities of the Company into wh ich such voting securities are converted as a result of such business combination) represent less than 50% of the voting power of the Company immediately following such business combination, (E) any date upon which the directors of the Company who were nominated by the Board of Directors for election as directors cease to constitute a majority of the directors of the Company or (F) a change of control of the Company of the type required to be disclosed in a proxy statement pursuant to Item 6(e) (or any successor provision) of Schedule 14A of Regulation 14A promulgated under the Exchange Act (as hereinafter defined).
5. Effect on Other Rights and Remedies. The rights of the Company set forth in this Section 1 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 1(c) hereof.
6. Certification Upon Exercise of Stock Options. Upon exercise of any Stock Option, the Employee shall certify on a form acceptable to the Committee that none of the events set forth in Section 1(c)(i) or 1(c)(ii) hereof shall have occurred.
7. Amendment of All Other Stock Option Agreements. All other stock option agreements covering Stock Options shall be deemed covered and amended by Section 1(b)(ii) and 1(f) hereof.
8. Reasonableness. The Employee agrees that the terms and conditions set forth in Section 1 hereof are fair and reasonable and are reasonably required for the protection of the interests of the Company. If, however, in any judicial proceeding any provision of Section 1 hereof is found to be so broad as to be unenforceable, the Employee and the Company agree that such provision shall be interpreted to be only so broad as to be enforceable.
2. Acceleration and Termination.
1. Termination of Status as Full-Time Employee.
1. Termination at Age 62 or Older.
1. If the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated at age 62 or older for no reason, or for any reason other than Cause (as hereinafter defined), including, without limitation, by reason of death or Permanent Disability (as hereinafter defined), then:
0. if the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous full-time employee of the Company or its subsidiaries for at least 10 years immediately prior to the date of termination of full-time status (the "Employment Termination Date"), then (a) the portion of the Option that has not vested on or prior to such date shall fully vest immediately prior to such date, and (b) subject to Section 2(a)(ii) hereof, the Option shall terminate upon the earlier of the Expiration Date or the fifth anniversary of the Employment Termination Date; and
1. if the Employee shall not have been (and shall not for any other purpose have been treated as if he or she had been) a continuous full-time employee of the Company or its subsidiaries for at least 10 years immediately prior to the Employment Termination Date, then, subject to Section 2(a)(ii) hereof (a) the portion of the Option that has not vested on or prior to such date shall terminate on such date, and (b) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the fifth anniversary of the Employment Termination Date.
2. If the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated at age 62 or older for Cause, then (1) the portion of the Option that has not vested on or prior to such date shall terminate on such date, and (2) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or three months after the Employment Termination Date.
3. "Cause" shall mean: (1) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (2) conviction of a felony involving a crime of moral turpitude; (3) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or (4) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (a) a demand for performance of services has been delivered to the Employee in writing by the Employee's supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (b) the Employee has thereafter failed to remedy such failure to perform.
2. Lay-Off or Leave of Absence. If the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated by reason of a permanent or temporary lay-off or a leave of absence approved in writing by the Company's Chief Executive Officer or Corporate Vice President of Human Resources (an "Approved Leave of Absence"), then the Option shall thereafter be treated for all purposes under this Agreement as though such status had been voluntarily terminated by the Employee other than for death, Permanent Disability or Cause; provided, however, that if the Employee shall again become a full-time employee of the Company or any of its subsidiaries prior to the earlier of the Expiration Date or the first anniversary of the Employment Termination Date, then the Option shall thereafter be treated, for all purposes under this Agreement other than the vesting of any portion of the Option that shall have vested on or prior to such date, as though the Employee had not, prior to such date, ceased to be a full-time employee of the Company or its subsidiaries.
3. Death or Permanent Disability at Age 61 or Younger.
1. If the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated at age 61 or younger by reason of the death or Permanent Disability of the Employee, then (1) the portion of the Option that has not vested on or prior to the Employment Termination Date shall terminate on such date and (2) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the Employment Termination Date.
2. "Permanent Disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. The Employee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board of Directors of the Company in such form and manner, and at such times, as the Board of Directors may require. Any determination by the Board of Directors of the Company that the Employee does or does not have a Permanent Disability shall be final and binding upon the Company and the Employee.
4. Other Termination at Age 61 or Younger. If the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated at age 61 or younger for no reason, or for any reason (including Cause) other than death, Permanent Disability, permanent or temporary lay-off, or Approved Leave of Absence, then (A) the portion of the Option that has not vested on or prior to the Employment Termination Date shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or three months after the Employment Termination Date.
2. Death Following Termination of Full-Time Status. Notwithstanding anything to the contrary in this Agreement, if the Employee shall die at any time after the termination of his or her status as a full-time employee of the Company or any of its subsidiaries and at a time when the Option is exercisable, then the Option shall remain exercisable until, and shall terminate upon, the earlier of the Expiration Date or the first anniversary of the date of such death.
3. Acceleration of Option.
1. The Committee, in its sole discretion, may accelerate the exercisability of the Option at any time and for any reason.
2. Unless the Committee, by vote of a majority of the directors of the Company who are, and immediately prior to such event were, members of the Committee, shall determine otherwise within ten business days thereafter, the Option shall fully vest with respect to all Option Shares upon the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing 30% or more of the voting power of the Company, provided, however, that the terms "person" and "entity," as used in this subsection (c)(ii), shall not include (A) the Company or any of its subsidiaries, (B) any employee benefit plan of the Company or any of its subsidiarie s, or (C) any entity holding voting securities of the Company for, or pursuant to, the terms of any such plan.
3. Notwithstanding anything to the contrary in this Agreement, upon the date of a Change of Control: (A) the portion of the Option that has not vested on or prior thereto shall fully vest on such date and (B) the Option shall remain exercisable until, and shall terminate upon, the earlier of the Expiration Date or, if applicable, the first anniversary of the date of the Employee's death.
4. Certain Events Causing Termination of Option. Notwithstanding anything to the contrary in this Agreement, the Option shall terminate upon the consummation of any of the following events, or, if later, the thirtieth day following the first date upon which such event shall have been approved by both the Board of Directors and the stockholders of the Company, or upon such later date as shall be determined by the Committee:
1. the dissolution or liquidation of the Company;
2. a sale of substantially all of the property and assets of the Company, unless the terms of such sale shall provide otherwise; or
3. a reorganization, merger or consolidation of the Company that results in the outstanding securities of any class then subject to the Option being exchanged for or converted into cash, property and/or securities not issued by the Company, unless the terms of such reorganization, merger or consolidation provide otherwise.
3. Adjustments. In the event that the outstanding securities of the class then subject to the Option are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, or in the event that substantially all of the property and assets of the Company are sold, then, unless such event shall cause the Option to terminate pursuant to Section 2(d) hereof, the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may thereafter be acquired upon the exercise of the Option; provided, however, that any such adj ustments in the Option shall be made without changing the aggregate Exercise Price of the then unexercised portion of the Option.
4. Exercise. The Option shall be exercisable during the Employee's lifetime only by the Employee or by his or her guardian or legal representative, and after the Employee's death only by the person or entity entitled to do so under the Employee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise, in the form specified by the Company, which notice shall, among other things, specify the number of Option Shares to be purchased and the aggregate Exercise Price for such shares, together with payment in full of such aggregate Exercise Price by check or pursuant to the Company's cashless exercise program; provided, however, that payment of such aggregate Exercise Price may instead be made, in whole or in part, by the delivery to the Company of a certificate or certificates representing shares of Common Stock held by the Employee for at least six months, duly endorsed or accompani ed by a duly executed stock powers, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock.
5. Payment of Taxes.
1. If the Company and/or the Employee's employer (the "Employer") are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the exercise of the Option (collectively, "Taxes"), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax, then, concurrently with such exercise, the Employee shall pay to the Company, by check, the minimum aggregate amount that the Company and the Employer are so obligated to withhold, as such amount shall be determined by the Company (the "Minimum Withholding Liability"); provided, however, that the Employee may instead pay all or any part of the Minimum Withholding Liability by either of the following methods:
1. pursuant to the Company's cashless exercise program; or
2. by instructing the Company to withhold shares of Common Stock otherwise issuable upon such exercise of the Option (such withholding to be valued on the basis of the aggregate Fair Market Value of the withheld shares on the date of such exercise), provided that if the Employee is then subject to Section 16(b) of the Exchange Act, such method of payment may only be used if, in the opinion of the General Counsel of the Company, such use would not cause the Employee to incur any liability pursuant to Section 16(b); and

provided, further, however, that if all of such payment is made by check and/or pursuant to the Company's cashless exercise program, then the Employee shall be entitled, but not obligated, so to pay an amount that is greater than the Minimum Withholding Liability.

2. The Employee acknowledges that neither the Company nor the Employer has:
1. except to the extent specifically set forth in a prospectus delivered by the Company to the Employee together with this Agreement, made any representation or given any advice to the Employee with respect to the realization or recognition of any Taxes by the Employee; or
2. undertaken or agreed to structure the Option, or the grant of the Option, to reduce or eliminate the Employee's liability or potential liability for Taxes.
6. Data Privacy.
1. In order to implement, administer, manage and account for the Employee's participation in the Plan, the Company and/or the Employer may:
1. collect and use certain personal data regarding the Employee, including, without limitation, the Employee's name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, salary, nationality and tax residence, and any details regarding the terms and conditions, grant, vesting, exercise, cancellation, termination and expiration of all stock options and other stock-based incentives granted, awarded or sold to the Employee by the Company (collectively, the "Data");
2. transfer the Data to any third parties who may be involved in the implementation, administration and/or management of the Plan, which recipients may be located in the Employee's country or in other countries that may have different data privacy laws and protections than the Employee's country;
3. transfer the Data to a broker or other third party with whom the Employee has elected to deposit any Option Shares acquired upon exercise of the Option; and
4. retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee's participation in the Plan.
2. The Employee hereby explicitly and unambiguously consents to the collection, use, transfer and retention of the Data, as described in this Agreement, in electronic or other form, for the exclusive purpose of implementing, administering, managing and accounting for the Employee's participation in the Plan.
3. The Employee understands that by contacting his or her local human resources representative, the Employee may:
1. view the Data;
2. correct any inaccurate information included within the Data;
3. request additional information regarding the storage and processing of the Data; and
4. request a list with the names and addresses of any potential recipients of the Data.
4. The Employee understands that he or she may refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. The Employee understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of the Employee's refusal to consent or withdrawal of consent, the Employee understands that he or she may contact his or her local human resources representative.
7. Stock Exchange Requirements; Applicable Laws. Notwithstanding anything to the contrary in this Agreement, no Option Shares purchased upon exercise of the Option, and no certificate representing all or any part of such shares, shall be issued or delivered if, in the opinion of counsel to the Company, such issuance or delivery would cause the Company to be in violation of, or to incur liability under, any securities law, or any rule, regulation or procedure of any U.S. national securities exchange upon which any securities of the Company are listed, or any listing agreement with any such securities exchange, or any other requirement of law or of any administrative or regulatory body having jurisdiction over the Company.
8. Nontransferability. Neither the Option nor any interest therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution.
9. Plan. The Option is granted pursuant to the Plan, as in effect on the Grant Date, and is subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the Option or of any of the Employee's rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement, the Option and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Employee. Until the Option shall expire, terminate or be exercised in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee or any other person or entity then entitled to exercise the Option.
10. Stockholder Rights. No person or entity shall be entitled to vote, receive dividends or be deemed for any purpose the holder of any Option Shares until the Option shall have been duly exercised to purchase such Option Shares in accordance with the provisions of this Agreement.
11. Nature of Company Option Grants. The Employee acknowledges and agrees that:
1. the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;
2. the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive any future Option grants, or any benefits in lieu of Options, even if the Employee has repeatedly received Option grants in the past;
3. all decisions with respect to future grants of Options by the Company will be at the sole discretion of the Company;
4. the Employee's participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee's employment relationship at any time with or without Cause;
5. the Employee is voluntarily participating in the Plan;
6. the Option is an extraordinary item which does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Employee's employment contract, if any;
7. the Option is not part of normal or expected compensation or salary for any purposes, including, without limitation, for purposes of calculating any severance, resignation, termination, redundancy or end-of-service payments, or any bonuses, long-service awards or pension or retirement benefits, or any similar payments;
8. in the event that the Employee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary of the Company;
9. the future value of the underlying Option Shares is unknown and cannot be predicted with certainty;
10. if the underlying Option Shares do not increase in value, the Option will have no value;
11. if the Employee exercises the Option, the value of the Option Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price;
12. in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Option Shares purchased through exercise of the Option resulting from termination of the Employee's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement, the Employee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
12. Successors. The Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, on the one hand, and the Employee and his or her heirs, beneficiaries, legatees and personal representatives, on the other hand.
13. Entire Agreement; Amendments and Waivers. The Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto. None of the terms and conditions of the Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation. A waiver by either party at any time of compliance with any of the terms and conditions of the Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated.
14. Governing Law; Consent to Jurisdiction. The Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive law of another jurisdiction. Any action, suit or proceeding to enforce the terms and provisions of the Agreement, or to resolve any dispute or controversy arising under or in any way relating to the Agreement, may be brought in the state courts for the County of Washoe, State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts.
15. Language. If the Employee has received the Agreement or any other document related to the Plan translated into a language other than English, and the translated version is different than the English version, the English version will control.
16. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Option granted under and participation in the Plan or future Options that may be granted under the Plan by electronic means or to request the Employee's consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
17. Severability. Any provision of the Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of the Agreement invalid, illegal or unenforceable in any other jurisdiction.

EX-10

Exhibit 10.6

Grant # <Number>

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement ("Agreement") is made and entered into as of <Grant Date> (the "Grant Date") by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and <Name>, a full-time employee of the Company and/or one or more of its subsidiaries (the "Employee").

WHEREAS, pursuant to the Company's <Plan> Stock Incentive Plan (the "Plan"), the Company desires to grant to the Employee, and the Employee desires to accept, shares of common stock, par value $1.00 per share, of the Company (the "Common Stock"), upon the terms and conditions and subject to the restrictions set forth herein, which terms, conditions and restrictions have been approved by the committee of the Board of Directors administering the Plan (the "Committee");

NOW, THEREFORE, in consideration of the foregoing recital and the covenants set forth herein, the parties hereto hereby agree as follows:

The Company hereby grants to the Employee, and the Employee hereby accepts, <Shares Granted> shares of Common Stock , which shares shall be subject to all of the terms, conditions and restrictions set forth in this Agreement, including, without limitation, those set forth in Schedule "RA1" attached hereto and incorporated herein by this reference (the "Restricted Shares").

No Restricted Share shall be sold, exchanged, assigned, alienated, pledged, hypothecated, gifted or otherwise transferred in any manner except to the extent expressly permitted pursuant to this Agreement (the "Transfer Restrictions"); provided, however, that upon the date of expiration of each "Forfeiture Period" indicated below (or such earlier date upon which such Forfeiture Period shall terminate pursuant to this Agreement), the Transfer Restrictions shall cease to apply to the number of Restricted Shares indicated below across from such expiration date:

   Number of Expiration Date of

Restricted Shares Forfeiture Period

<Number of Shares Vesting> <Vesting Date>

<Number of Shares Vesting> <Vesting Date>

<Number of Shares Vesting> <Vesting Date>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Grant Date.

EMPLOYEE

___________________________________________

<Name>

The Employee acknowledges receipt of the Plan and a Prospectus relating to the Restricted Stock, and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof.

___________________________________________

<Name>

<Address>

<Address>

<Address>

RESTRICTED STOCK SCHEDULE RA1

ADDITIONAL TERMS AND CONDITIONS

1. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
1. "Vesting Date" shall mean, with respect to each Restricted Share, the date upon which the Forfeiture Period for such share expires or terminates, and such Restricted Share shall be "vested" on and after the Vesting Date.
2. The "Fair Market Value" of a share of Common Stock or a vested Restricted Share on any date shall be equal to the last sale price, regular way, of a share of Common Stock on such date (or in case the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is not open on such date, the next preceding date upon which it is open), or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on such securities exchange.
3. "Change of Control" shall mean the first to occur of the following events: (A) the dissolution or liquidation of the Company; (B) a sale of substantially all of the property and assets of the Company; (C) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which results in the Restricted Shares being exchanged for or converted into cash, property and/or securities not issued by the Company; (D) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which does not result in the Restricted Shares being exchanged for or converted into cash, property and/or securities not issued by the Company, provided that the outstanding voting securities of the Company immediately prior to such business combination (or, if applicable, the securities of the Company into which such voting securities are converted as a result of such business combination) represe nt less than 50% of the voting power of the Company immediately following such business combination, (E) any date upon which the directors of the Company who were nominated by the Board of Directors for election as directors cease to constitute a majority of the directors of the Company or (F) a change of control of the Company of the type required to be disclosed in a proxy statement pursuant to Item 6(e) (or any successor provision) of Schedule 14A of Regulation 14A promulgated under the Exchange Act (as hereinafter defined).
2. Accelerated Termination of Forfeiture Periods; Cancellation of Restricted Shares.
1. Termination of Employment at Age 62 or Older Other than for Cause.
1. If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated at age 62 or older for no reason, or for any reason other than Cause (as hereinafter defined), including, without limitation, by reason of death, Permanent Disability or an Approved Leave of Absence (as such capitalized terms are hereinafter defined), then each such Forfeiture Period shall terminate immediately prior to the close of business on the date upon which the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated (the "Employment Termination Date") and all Restricted Shares shall thereafter be vested.
2. "Cause" shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for performance of services has been delivered to the Employee in writing by the Employee's supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.
2. Termination of Employment Without Cause or for Good Reason at Age 61 or Younger.
1. If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is involuntarily terminated at age 61 or younger other than for Cause, or is voluntarily terminated at age 61 or younger for Good Reason (as hereinafter defined), then each such Forfeiture Period shall terminate immediately prior to the close of business on the Employment Termination Date and all Restricted Shares shall thereafter be vested.
1. The Employee's voluntary termination of employment shall be deemed to be for "Good Reason" if it occurs within six months of any of the following without the Employee's express written consent:
0. a material diminution in the Employee's duties, responsibilities or position;
1. the Company awards to the Employee an annual bonus in respect of any year that is less than 100% of the amount awarded to the Employee in respect of any prior year, unless due to reduced performance by the Company or by the Employee, applying reasonably equivalent standards with respect to both years; or
2. conduct by the Company occurs that would cause the Employee to commit fraudulent acts or would expose the Employee to criminal liability.
3. Termination of Employment by Death or Permanent Disability at Age 61 or Younger.
1. If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated at age 61 or younger by reason of the death or Permanent Disability of the Employee, then each such Forfeiture Period shall terminate immediately prior to the close of business on the Employment Termination Date and all Restricted Shares shall thereafter be vested.
2. "Permanent Disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. The Employee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board of Directors of the Company in such form and manner, and at such times, as the Board of Directors may require. Any determination by the Board of Directors of the Company that the Employee does or does not have a Permanent Disability shall be final and binding upon the Company and the Employee.
4. Approved Leave of Absence at Age 61 or Younger. If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated at age 61 or younger by reason of a leave of absence approved in writing by the Company's Chief Executive Officer or Corporate Vice President of Human Resources (an "Approved Leave of Absence"), then:
1. each such Forfeiture Period shall (subject to subparagraph (ii) below) not expire or terminate until, but shall terminate on, the later of:
1. the date upon which it would otherwise have expired or terminated if the Employee had not ceased to be a full-time employee of the Company or its subsidiaries, or
2. the date upon which the Employee shall again become a full-time employee of the Company or any of its subsidiaries; and
2. all Restricted Shares subject to each such Forfeiture Period shall automatically be cancelled on the first anniversary of the Employment Termination Date if the Employee shall not have again become a full-time employee of the Company or any of its subsidiaries prior to such anniversary.
5. Cancellation of Restricted Shares upon Other Termination of Employment. If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is involuntarily terminated for Cause, or is voluntarily terminated at age 61 or younger for any reason other than Good Reason, death, Permanent Disability or an Approved Leave of Absence, then, unless the Committee shall determine otherwise prior to the Employment Termination Date, all Restricted Shares subject to each such Forfeiture Period shall automatically be cancelled as of the close of business on the Employment Termination Date.
6. Change of Control. Immediately prior to a Change of Control, all applicable Forfeiture Periods shall terminate and all Restricted Shares shall thereafter be vested.
7. Other Events.
1. The Committee, in its sole discretion, may accelerate the expiration or termination of any Forfeiture Period at any time and for any reason.
2. Unless the Committee, by vote of a majority of the directors of the Company who are, and immediately prior to such event were, members of the Committee, shall determine otherwise within ten business days thereafter, all applicable Forfeiture Periods shall terminate and all Restricted Shares shall thereafter be vested upon the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing 30% or more of the voting power of the Company, provided, however, that the terms "person" and "entity," as used in this subsection (c)(ii), shall not include (A) the Company or any of its subsidiaries, (B) any employee benefit plan of the Company or any of its subsidiaries, or (C) any entity holding voting securities of the Company for, or pursuant to, the terms of any such plan.
3. Payment of Taxes.
1. If the Company and/or the Employee's employer (the "Employer") are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the grant of the Restricted Shares and/or the expiration or termination of the Transfer Restrictions on any of the Restricted Shares pursuant to this Agreement (collectively, "Taxes"), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the date upon which the Company and/or the Employer becomes so obligated shall be referred to herein as the "Withholding Date"), then the Employee shall pay to the Company on the Withholding Date, the minimum aggregate amount that the Company and the Employer are so obligated to withhold, as such amount shall be determined by the Company (the "Minimum Withholding Liability"), which payment shall be made by the automatic cancellation by the Company of a portion of such Restricted Shares that shall h ave vested (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the Withholding Date); provided, however, that the Employee may instead pay to the Company, by check or wire transfer delivered or made within three business days after the Withholding Date, an amount equal to or greater than the Minimum Withholding Liability.
2. The Employee acknowledges that neither the Company nor the Employer has:
1. except to the extent specifically set forth in a prospectus delivered by the Company to the Employee together with this Agreement, made any representation or given any advice to the Employee with respect to the realization or recognition of any Taxes by the Employee; or
2. undertaken or agreed to structure the Restricted Shares, or the grant of the Restricted Shares, to reduce or eliminate the Employee's liability or potential liability for Taxes.
3. If the Employee shall make an election under Section 83(b) of the U.S. Internal Revenue Code, or similar election under foreign law, with respect to the Restricted Shares, then the Employee shall deliver a copy of such election to the Company's Stock Plan Administration Department at the same time that it is filed with the U.S. Internal Revenue Service or applicable foreign authority, respectively.
4. Escrow.
1. Until a Forfeiture Period shall expire or terminate (i) all Restricted Shares subject to such Forfeiture Period (together with any cash, property and/or securities comprising all or any part of such Restricted Shares as provided in Section 5 hereof) shall be subject to the Transfer Restrictions, (ii) all such Restricted Shares shall be held in escrow in the custody of the Secretary of the Company and (iii) the record address of each holder of record of any of such Restricted Shares shall be c/o the Secretary of the Company at the address of the Company's principal executive office.
2. From and after the date upon which such Restricted Shares shall vest, the holder of record thereof (or, subject to Section 6(a) hereof, such holder's designated beneficiary) shall be entitled to receive such Restricted Shares (together with any cash, property and/or securities comprising all or any part thereof as provided in Section 5 hereof), in, at the Employee's option, certificated or uncertificated form, which shares shall not be subject to the Transfer Restrictions.
5. Voting; Dividends; Certain Corporate Transactions. The holder of record of any Restricted Share shall be entitled to exercise all voting rights with respect to such share and to receive all regular, quarterly cash dividends paid with respect thereto. In the event that the outstanding securities of any class then comprising the Restricted Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Committee shall determine otherwise, the term "Restricted Shares," as used in this Agreement, shall, from and after the date of such event, include such cash, property an d/or securities so distributed in respect of the Restricted Shares, or into or for which the Restricted Shares are so increased, decreased, exchanged or converted.
6. Transferability. No Restricted Share nor any interest therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner until such Restricted Share has vested; provided, however, that if such Restricted Share shall vest upon the date of the Employee's death, then:
1. such Restricted Share may be transferred, immediately prior to such vesting, pursuant to a beneficiary designation in the form prescribed by the Company, duly executed by the Employee (a "Beneficiary Designation"); and
2. if, at the time of such death, there is no such duly executed Beneficiary Designation covering such Restricted Share, the Restricted Share shall instead vest and be transferred by will or the laws of descent and distribution.
7. Data Privacy.
1. In order to implement, administer, manage and account for the Employee's participation in the Plan, the Company and/or the Employer:
1. collect and use certain personal data regarding the Employee, including, without limitation, the Employee's name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, nationality and tax residence, and details regarding the terms and conditions, grant, vesting, cancellation, termination and expiration of all restricted stock and other stock-based incentives granted, awarded or sold to the Employee by the Company (collectively, the "Data");
2. transfer the Data, in electronic or other form, to employees of the Company and its subsidiaries, and to third parties, who are involved in the implementation, administration and/or management of, and/or accounting for, the Plan, which recipients may be located in the Employee's country or in other countries that may have different data privacy laws and protections than the Employee's country;
3. may transfer the Data, in electronic or other form, to a broker or other third party with whom the Employee has elected to deposit any Restricted Shares that are no longer subject to the Transfer Restrictions; and
4. retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee's participation in the Plan.
2. The Employee hereby consents to the collection, use, transfer and retention of the Data, as described in this Agreement, for the exclusive purpose of implementing, administering, managing and accounting for the Employee's participation in the Plan.
3. The Employee understands that by contacting his or her local human resources representative, the Employee may:
1. view the Data;
2. correct any inaccurate information included within the Data;
3. request additional information regarding the storage and processing of the Data
4. request a list with the names and addresses of any potential recipients of the Data; and
5. under certain circumstances and with certain consequences, prevent further use, transfer, retention and/or processing of the Data.
8. Plan. The Restricted Shares are granted pursuant to the Plan, as in effect on the Grant Date, and are subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the Restricted Shares or of any of the Employee's rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Employee. Until a Restricted Share vests, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the holder of record of such Restricted Share.
9. Employment Rights. No provision of this Agreement shall (a) be deemed to form an employment contract or relationship with the Company or any of its subsidiaries, (b) confer upon the Employee any right to be or continue to be in the employ of the Company or any of its subsidiaries, (c) affect the right of the Employer to terminate the employment of the Employee, with or without cause, or (d) confer upon the Employee any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Plan. The Employee hereby acknowledges and agrees that the Employer may terminate the employment of the Employee at any time and for any reason, or for no reason, unless applicable law provides otherwise or unless the Employee and the Employer are parties to a written employment agreement that expressly provides otherwise.
10. Nature of Company Restricted Stock Grants. The Employee acknowledges and agrees that:
1. the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Agreement;
2. the Company grants restricted stock voluntarily and on an occasional basis, and the receipt of the Restricted Shares by the Employee does not create any contractual or other right to receive any future grant of restricted stock, or any benefits in lieu of a grant of restricted stock;
3. all decisions with respect to future grants of restricted stock by the Company will be made in the sole discretion of the Company;
4. the Employee is voluntarily participating in the Plan;
5. restricted stock is an extraordinary item which does not constitute compensation of any kind for services rendered to the Company or the Employer, and which is outside the scope of the Employee's employment contract, if any;
6. restricted stock is not part of normal or expected compensation or salary for any purposes, including, without limitation, for purposes of calculating any severance, resignation, termination, redundancy or end-of-service payments, or any bonuses, long-service awards or pension or retirement benefits, or any similar payments;
7. the future value of the Restricted Shares is unknown and cannot be predicted with certainty; and
8. the Employee hereby indemnifies the Company and the Employer against, and irrevocably releases and holds them harmless from, any claim or entitlement to compensation or damages arising from the cancellation of the Restricted Shares in accordance with this Agreement, or any diminution in the value of the Restricted Shares.
11. Successors. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, on the one hand, and the Employee and his or her heirs, beneficiaries, legatees and personal representatives, on the other hand.
12. Entire Agreement; Amendments and Waivers. This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto. None of the terms and conditions of this Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation. A waiver by either party at any time of compliance with any of the terms and conditions of this Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated.
13. Severability. Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.
14. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Any action, suit or proceeding to enforce the terms and provisions of this Agreement, or to resolve any dispute or controversy arising under or in any way relating to this Agreement, may be brought in the state courts for the County of Washoe, State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts. If the Employee has received this or any other document related to the Plan translated into a language other than English, and the translated version is different than the English version, the English version will control.

Grant # <Number>

RESTRICTED STOCK AGREEMENT

[In Lieu of Cash Bonus]

This Restricted Stock Agreement ("Agreement") is made and entered into as of <Grant Date> (the "Grant Date") by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and <Name>, a full-time employee of the Company and/or one or more of its subsidiaries (the "Employee").

WHEREAS, pursuant to the Company's <Plan> Stock Incentive Plan (the "Plan"), the Company desires to grant to the Employee, and the Employee desires to accept, shares of common stock, par value $1.00 per share, of the Company (the "Common Stock"), upon the terms and conditions and subject to the restrictions set forth herein, which terms, conditions and restrictions have been approved by the committee of the Board of Directors administering the Plan (the "Committee");

NOW, THEREFORE, in consideration of the foregoing recital and the covenants set forth herein, the parties hereto hereby agree as follows:

The Company hereby grants to the Employee, and the Employee hereby accepts, <Shares Granted> shares of Common Stock , which shares shall be subject to all of the terms, conditions and restrictions set forth in this Agreement, including, without limitation, those set forth in Schedule "R2" attached hereto and incorporated herein by this reference (the "Restricted Shares").

No Restricted Share shall be sold, exchanged, assigned, alienated, pledged, hypothecated, gifted or otherwise transferred in any manner except to the extent expressly permitted pursuant to this Agreement (the "Transfer Restrictions"); provided, however, that upon the date of expiration of each "Forfeiture Period" indicated below (or such earlier date upon which such Forfeiture Period shall terminate pursuant to this Agreement), the Transfer Restrictions shall cease to apply to the number of Restricted Shares indicated below across from such expiration date:

   Number of Expiration Date of

Restricted Shares Forfeiture Period

<Number of Shares Vesting> <Vesting Date>

<Number of Shares Vesting> <Vesting Date>

<Number of Shares Vesting> <Vesting Date>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Grant Date.

EMPLOYEE

___________________________________________

<Name>

The Employee acknowledges receipt of the Plan and a Prospectus relating to the Restricted Stock, and further acknowledges that he or she has reviewed this Agreement and the related documents and accepts the provisions thereof.

___________________________________________

<Name>

<Address>

<Address>

<Address>

RESTRICTED STOCK SCHEDULE R2

ADDITIONAL TERMS AND CONDITIONS

1. Forfeiture Obligations.
1. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
1. "Vesting Date" shall mean, with respect to each Restricted Share, the date upon which the Forfeiture Period for such share expires or terminates, and such Restricted Share shall be "vested" on and after the Vesting Date.
2. "Measurement Period" shall mean, with respect to each Vesting Date, the period set forth in Section 1(c)(i) or (ii) hereof, respectively.
3. The "Fair Market Value" of a share of Common Stock or a vested Restricted Share on any date shall be equal to the last sale price, regular way, of a share of Common Stock on such date (or in case the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is not open on such date, the next preceding date upon which it is open), or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on such securities exchange.
2. Refund of Stock Value. If any of the events set forth in Section 1(c)(i) or (ii) hereof shall occur during the Measurement Period for any Vesting Date, then the Employee shall immediately deliver to the Company an amount in cash equal to the aggregate Fair Market Value, determined as of such Vesting Date, of all Restricted Shares which vested on such Vesting Date.
3. Triggering Events. The events referred to in Section 1(b) hereof are as follows:
1. Competing With the Company after Voluntary Termination of Employment and Prior to Six Months after a Vesting Date. The Employee participating, as a director, officer, employee, agent, consultant or greater than 5% equityholder (collectively, "Participating"), in any of the following during the period of time commencing on the date upon which the Employee's status as a full-time employee of the Company or its affiliates is voluntarily terminated (the "Voluntary Employment Termination Date"), there being a presumption that any termination of employment is voluntary, and continuing until six months after a Vesting Date (for the purpose of such event, and with respect to each such Vesting Date, the "Measurement Period"):
1. Participating in any manner in any enterprise that competes with, or is becoming a competitor of, the Company (if the Employee is a Corporate Employee) or any operating business unit of the Company in which the Employee has been employed within one year prior to the Voluntary Employment Termination Date (if the Employee is not a Corporate Employee) in any city in which the Company or such business unit, respectively, provides services or products on the Voluntary Employment Termination Date; or
2. Participating in any other organization or business, which organization or business, or which Participation therein, is or is becoming otherwise prejudicial to or in conflict with the interests of the Company.
2. Engaging in Certain Activities after Voluntary or Involuntary Termination of Employment and Prior to One Year after a Vesting Date. The Employee engaging in any of the following activities during the period of time commencing on the date upon which the Employee's status as a full-time employee of the Company or its affiliates is voluntarily or involuntarily terminated (the "Employment Termination Date") and continuing until one year after a Vesting Date (for the purpose of such events, and with respect to each such Vesting Date, the "Measurement Period"):
1. Solicitation of Customers or Prospective Customers. Directly or indirectly soliciting any of the following with respect to any of the services or products that the Company or any of its affiliates then provide to customers:
0. any person or entity that the Employee knew to be a customer of the Company or any of its affiliates; or
1. any person or entity whose business the Employee solicited on behalf of the Company or its affiliates during the one-year period preceding the Employment Termination Date.
2. Solicitation or Hiring of Employees. Directly or indirectly soliciting or hiring any person who then is an employee of the Company or any of its affiliates.
3. Disclosure of Confidential Information. Use, or disclosure, communication or delivery to any person or entity, of any confidential business information or trade secrets that the Employee obtained during the course of his or her employment with the Company or any of its affiliates (collectively, "Confidential Information"). Confidential Information includes, without limitation, the following:
0. non-public financial information;
1. non-public operational information, including, without limitation, information relating to business or market strategies, pricing policies and methodologies, research and development plans, or the introduction of new services or products;
2. information regarding employees, including, without limitation, names, addresses, contact information and compensation;
3. information regarding customers and suppliers, including, without limitation, names, addresses, contact information and requirements, and the terms and conditions of the business arrangements with such customers and suppliers;
4. information regarding potential acquisitions or dispositions of businesses or products; and
5. information relating to proprietary technological or intellectual property, or the operational or functional features or limitations thereof.
4. Release of Forfeiture Obligations.
1. Notwithstanding the foregoing, the Employee shall be released from (A) all of his or her obligations under Section 1(b) hereof in the event that a Change of Control (as hereinafter defined) occurs within three years prior to the Employment Termination Date, and (B) some or all of his or her obligations under Section 1(b) hereof in the event that the Committee (if the Employee is an executive officer of the Company) or the Company's Chief Executive Officer (if the Employee is not an executive officer of the Company) shall determine, in their respective sole discretion, that such release is in the best interests of the Company.
2. "Change of Control" shall mean the first to occur of the following events: (A) the dissolution or liquidation of the Company; (B) a sale of substantially all of the property and assets of the Company; (C) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which results in the Restricted Shares being exchanged for or converted into cash, property and/or securities not issued by the Company; (D) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which does not result in the Restricted Shares being exchanged for or converted into cash, property and/or securities not issued by the Company, provided that the outstanding voting securities of the Company immediately prior to such business combination (or, if applicable, the securities of the Company into which such voting securities are converted as a result of such business combin ation) represent less than 50% of the voting power of the Company immediately following such business combination, (E) any date upon which the directors of the Company who were nominated by the Board of Directors for election as directors cease to constitute a majority of the directors of the Company or (F) a change of control of the Company of the type required to be disclosed in a proxy statement pursuant to Item 6(e) (or any successor provision) of Schedule 14A of Regulation 14A promulgated under the Exchange Act (as hereinafter defined).
5. Effect on Other Rights and Remedies. The rights of the Company set forth in this Section 1 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 1(c) hereof.
6. Reasonableness. The Employee agrees that the terms and conditions set forth in this Agreement are fair and reasonable and are reasonably required for the protection of the interests of the Company. If, however, in any judicial proceeding any provision of this Agreement is found to be so broad as to be unenforceable, the Employee and the Company agree that such provision shall be interpreted to be only so broad as to be enforceable.
2. Accelerated Termination of Forfeiture Periods; Cancellation of Restricted Shares.
1. Termination of Employment at Age 62 or Older Other than for Cause with at least 10 Years of Service.
1. If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated at age 62 or older for no reason, or for any reason other than Cause (as hereinafter defined), including, without limitation, by reason of death, permanent disability, a Lay-Off or an Approved Leave of Absence (as such capitalized terms are hereinafter defined), and the Employee shall have been (or for any other purpose shall have been treated as if he or she had been) a continuous full-time employee of the Company or its subsidiaries for at least 10 years immediately prior to the date of termination of full-time status, then each such Forfeiture Period shall terminate immediately prior to the close of business on the Employment Termination Date and all Restricted Shares shall thereafter be vested.
2. "Cause" shall mean: (A) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (B) conviction of a felony involving a crime of moral turpitude; (C) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or (D) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical or mental incapacity), provided that (X) a demand for performance of services has been delivered to the Employee in writing by the Employee's supervisor at least 60 days prior to termination identifying the manner in which such supervisor believes that the Employee has failed to perform and (Y) the Employee has thereafter failed to remedy such failure to perform.
2. Lay-Off or Approved Leave of Absence. If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is terminated (other than pursuant to Section 2(a)(i) hereof) by reason of a permanent or temporary lay-off (a "Lay-Off") or a leave of absence approved in writing by the Company's Chief Executive Officer or Corporate Vice President of Human Resources (an "Approved Leave of Absence"), then:
1. each such Forfeiture Period shall (subject to subparagraph (ii) below) not expire or terminate until, but shall terminate on, the later of:
1. the date upon which it would otherwise have expired or terminated if the Employee had not ceased to be a full-time employee of the Company or its subsidiaries, or
2. the date upon which the Employee shall again become a full-time employee of the Company or any of its subsidiaries; and
2. all Restricted Shares subject to each such Forfeiture Period shall automatically be cancelled on the first anniversary of the Employment Termination Date if the Employee shall not have again become a full-time employee of the Company or any of its subsidiaries prior to such anniversary.
3. Cancellation of Restricted Shares upon Other Termination of Employment. If, prior to the expiration or termination of any Forfeiture Period, the Employee's status as a full-time employee of the Company or any of its subsidiaries is voluntarily or involuntarily terminated other than pursuant to Section 2(a)(i) or (b) hereof, then, unless the Committee shall determine otherwise prior to the Employment Termination Date, all Restricted Shares subject to each such Forfeiture Period shall automatically be cancelled as of the close of business on the Employment Termination Date.
4. Change of Control. Immediately prior to a Change of Control, all applicable Forfeiture Periods shall terminate and all Restricted Shares shall thereafter be vested.
5. Other Events.
1. The Committee, in its sole discretion, may accelerate the expiration or termination of any Forfeiture Period at any time and for any reason.
2. Unless the Committee, by vote of a majority of the directors of the Company who are, and immediately prior to such event were, members of the Committee, shall determine otherwise within ten business days thereafter, all applicable Forfeiture Periods shall terminate and all Restricted Shares shall thereafter be vested upon the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing 30% or more of the voting power of the Company, provided, however, that the terms "person" and "entity," as used in this subsection (c)(ii), shall not include (A) the Company or any of its subsidiaries, (B) any employee benefit plan of the Company or any of its subsidiaries, or (C) any entity holding voting securities of the Company for, or pursuant to, the terms of any such plan.
3. Payment of Taxes.
1. If the Company and/or the Employee's employer (the "Employer") are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the grant of the Restricted Shares and/or the expiration or termination of the Transfer Restrictions on any of the Restricted Shares pursuant to this Agreement (collectively, "Taxes"), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the date upon which the Company and/or the Employer becomes so obligated shall be referred to herein as the "Withholding Date"), then the Employee shall pay to the Company on the Withholding Date, the minimum aggregate amount that the Company and the Employer are so obligated to withhold, as such amount shall be determined by the Company (the "Minimum Withholding Liability"), which payment shall be made by the automatic cancellation by the Company of a portion of such Restricted Shares that shall h ave vested (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the Withholding Date); provided, however, that the Employee may instead pay to the Company, by check or wire transfer delivered or made within three business days after the Withholding Date, an amount equal to or greater than the Minimum Withholding Liability.
2. The Employee acknowledges that neither the Company nor the Employer has:
1. except to the extent specifically set forth in a prospectus delivered by the Company to the Employee together with this Agreement, made any representation or given any advice to the Employee with respect to the realization or recognition of any Taxes by the Employee; or
2. undertaken or agreed to structure the Restricted Shares, or the grant of the Restricted Shares, to reduce or eliminate the Employee's liability or potential liability for Taxes.
3. If the Employee shall make an election under Section 83(b) of the U.S. Internal Revenue Code, or similar election under foreign law, with respect to the Restricted Shares, then the Employee shall deliver a copy of such election to the Company's Stock Plan Administration Department at the same time that it is filed with the U.S. Internal Revenue Service or applicable foreign authority, respectively.
4. Escrow.
1. Until a Forfeiture Period shall expire or terminate (i) all Restricted Shares subject to such Forfeiture Period (together with any cash, property and/or securities comprising all or any part of such Restricted Shares as provided in Section 5 hereof) shall be subject to the Transfer Restrictions, (ii) all such Restricted Shares shall be held in escrow in the custody of the Secretary of the Company and (iii) the record address of each holder of record of any of such Restricted Shares shall be c/o the Secretary of the Company at the address of the Company's principal executive office.
2. From and after the date upon which such Restricted Shares shall vest, the holder of record thereof (or, subject to Section 6(a) hereof, such holder's designated beneficiary) shall be entitled to receive such Restricted Shares (together with any cash, property and/or securities comprising all or any part thereof as provided in Section 5 hereof), in, at the Employee's option, certificated or uncertificated form, which shares shall not be subject to the Transfer Restrictions.
5. Voting; Dividends; Certain Corporate Transactions. The holder of record of any Restricted Share shall be entitled to exercise all voting rights with respect to such share and to receive all regular, quarterly cash dividends paid with respect thereto. In the event that the outstanding securities of any class then comprising the Restricted Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Committee shall determine otherwise, the term "Restricted Shares," as used in this Agreement, shall, from and after the date of such event, include such cash, property an d/or securities so distributed in respect of the Restricted Shares, or into or for which the Restricted Shares are so increased, decreased, exchanged or converted.
6. Transferability. No Restricted Share nor any interest therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner until such Restricted Share has vested; provided, however, that if such Restricted Share shall vest upon the date of the Employee's death, then:
1. such Restricted Share may be transferred, immediately prior to such vesting, pursuant to a beneficiary designation in the form prescribed by the Company, duly executed by the Employee (a "Beneficiary Designation"); and
2. if, at the time of such death, there is no such duly executed Beneficiary Designation covering such Restricted Share, the Restricted Share shall instead vest and be transferred by will or the laws of descent and distribution.
7. Data Privacy.
1. In order to implement, administer, manage and account for the Employee's participation in the Plan, the Company and/or the Employer:
1. collect and use certain personal data regarding the Employee, including, without limitation, the Employee's name, home address and telephone number, work address and telephone number, work e-mail address, date of birth, social insurance or other identification number, term of employment, employment status, nationality and tax residence, and details regarding the terms and conditions, grant, vesting, cancellation, termination and expiration of all restricted stock and other stock-based incentives granted, awarded or sold to the Employee by the Company (collectively, the "Data");
2. transfer the Data, in electronic or other form, to employees of the Company and its subsidiaries, and to third parties, who are involved in the implementation, administration and/or management of, and/or accounting for, the Plan, which recipients may be located in the Employee's country or in other countries that may have different data privacy laws and protections than the Employee's country;
3. may transfer the Data, in electronic or other form, to a broker or other third party with whom the Employee has elected to deposit any Restricted Shares that are no longer subject to the Transfer Restrictions; and
4. retain the Data for only as long as may be necessary in order to implement, administer, manage and account for the Employee's participation in the Plan.
2. The Employee hereby consents to the collection, use, transfer and retention of the Data, as described in this Agreement, for the exclusive purpose of implementing, administering, managing and accounting for the Employee's participation in the Plan.
3. The Employee understands that by contacting his or her local human resources representative, the Employee may:
1. view the Data;
2. correct any inaccurate information included within the Data;
3. request additional information regarding the storage and processing of the Data
4. request a list with the names and addresses of any potential recipients of the Data; and
5. under certain circumstances and with certain consequences, prevent further use, transfer, retention and/or processing of the Data.
8. Plan. The Restricted Shares are granted pursuant to the Plan, as in effect on the Grant Date, and are subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the Restricted Shares or of any of the Employee's rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Employee. Until a Restricted Share vests, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the holder of record of such Restricted Share.
9. Employment Rights. No provision of this Agreement shall (a) be deemed to form an employment contract or relationship with the Company or any of its subsidiaries, (b) confer upon the Employee any right to be or continue to be in the employ of the Company or any of its subsidiaries, (c) affect the right of the Employer to terminate the employment of the Employee, with or without cause, or (d) confer upon the Employee any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Plan. The Employee hereby acknowledges and agrees that the Employer may terminate the employment of the Employee at any time and for any reason, or for no reason, unless applicable law provides otherwise or unless the Employee and the Employer are parties to a written employment agreement that expressly provides otherwise.
10. Nature of Company Restricted Stock Grants. The Employee acknowledges and agrees that:
1. the Plan was established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Agreement;
2. the Company grants restricted stock voluntarily and on an occasional basis, and the receipt of the Restricted Shares by the Employee does not create any contractual or other right to receive any future grant of restricted stock, or any benefits in lieu of a grant of restricted stock;
3. all decisions with respect to future grants of restricted stock by the Company will be made in the sole discretion of the Company;
4. the Employee is voluntarily participating in the Plan;
5. restricted stock is an extraordinary item which does not constitute compensation of any kind for services rendered to the Company or the Employer, and which is outside the scope of the Employee's employment contract, if any;
6. restricted stock is not part of normal or expected compensation or salary for any purposes, including, without limitation, for purposes of calculating any severance, resignation, termination, redundancy or end-of-service payments, or any bonuses, long-service awards or pension or retirement benefits, or any similar payments;
7. the future value of the Restricted Shares is unknown and cannot be predicted with certainty; and
8. the Employee hereby indemnifies the Company and the Employer against, and irrevocably releases and holds them harmless from, any claim or entitlement to compensation or damages arising from the cancellation of the Restricted Shares in accordance with this Agreement, or any diminution in the value of the Restricted Shares.
11. Successors. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, on the one hand, and the Employee and his or her heirs, beneficiaries, legatees and personal representatives, on the other hand.
12. Entire Agreement; Amendments and Waivers. This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto. None of the terms and conditions of this Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation. A waiver by either party at any time of compliance with any of the terms and conditions of this Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated.
13. Severability. Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.
14. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Any action, suit or proceeding to enforce the terms and provisions of this Agreement, or to resolve any dispute or controversy arising under or in any way relating to this Agreement, may be brought in the state courts for the County of Washoe, State of Nevada, United States of America, and the parties hereto hereby consent to the jurisdiction of such courts. If the Employee has received this or any other document related to the Plan translated into a language other than English, and the translated version is different than the English version, the English version will control.

EX-10

Exhibit 10.8

FY2006 Annual Management Incentive Plan 1 Worksheet

(Corporate Officer Version)

In order for the payment of your individual FY 2006 AMIP 1 incentive award to qualify as deductible, performance-based compensation for U.S. federal income tax purposes, it has been granted as a "performance-based award" under CSC's 2004 Incentive Plan. Your incentive award will be based on six CSC stockholder-approved financial performance measures, as set forth below.

In calculating your incentive award, any performance criteria may be adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment (other than provisions for operating losses or income during the phase-out period), unusual or infrequently occurring events or transactions that have been publicly disclosed and the cumulative effects of changes in accounting principles, all as determined in accordance with U.S. GAAP.

Prior to the payment of your incentive award, the Compensation Committee must certify in writing that the applicable performance goals have been satisfied. The Compensation Committee may not increase or decrease the value of your incentive award from the value determined under the performance formula, as adjusted as described in the preceding paragraph.

Please review, sign and fax this worksheet to ________________________________at ______________

(Attention: ___________________), by _______, to acknowledge receipt of your performance criteria for FY 2006.

ANNUAL MANAGEMENT INCENTIVE PLAN
NAME:				SALARY:
	TARGET BONUS				TARGET CRITERIA
	FY 2006 Calculation		Payable		FY 2006 ($ amounts in 000)
MEASURE	Base %	Amount	Jun-06		Budget	Actual	Award
Revenue
Return on Investment
Operating Income
Margin
Days Sales Outstanding
Earnings Per Shares
Total Target Bonus

Comments:

Reviewed by Participant________________________________ Date_____________

Sign and fax this copy to_______________________________at___________________.

EX-10

Exhibit 10.18

COMPUTER SCIENCES CORPORATION

1997 NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement ("Agreement") is made and entered into as of the date indicated on the signature page hereto (the "Grant Date") by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and the nonemployee director of the Company executing this Agreement (the "Director").

WHEREAS, the Company's 1997 Nonemployee Director Stock Incentive Plan (the "Plan") was adopted by the Board of Directors of the Company (the "Board") on June 16, 1997 and approved by the stockholders of the Company on August  11, 1997;

WHEREAS, pursuant to the Plan, as amended, the Company is authorized to grant awards to directors of the Company who are not employees of the Company or any of its subsidiaries;

WHEREAS, such awards may include restricted stock units with respect to shares of the common stock, par value $1.00 per share, of the Company (the "Common Stock"), which restricted stock units shall contain such terms and conditions as may be determined by the Board, as the administrator of the Plan; and

WHEREAS, the Company desires to grant to the Director, and the Director desires to accept, a restricted stock unit upon the terms and conditions set forth herein, which terms and conditions have been approved by the Board;

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein, the parties hereto hereby agree as follows:

1. Grant of RSU. The Company hereby grants to the Director, and the Director hereby accepts, a restricted stock unit with respect to the number of shares of Common Stock indicated on the signature page hereto (the "RSU Shares") upon the terms and conditions set forth in this Agreement (the "RSU").

2. Adjustment of RSU Shares. In the event that the outstanding securities of the class then subject to the RSU are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, or in the event that substantially all of the property and assets of the Company are sold, then the Board shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that are thereafter subject to the RSU.

3. Nontransferability of RSU. Neither the RSU nor any interest therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution.

4. Plan. The RSU is granted pursuant to the Plan, as in effect on the Grant Date, and is subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Director, without his or her consent, of the RSU or of any of the Director's rights under this Agreement. The interpretation and construction by the Board of the Plan and this Agreement shall be final and binding upon the Director.

5. Stockholder Rights. No person or entity shall be entitled to vote, receive dividends or be deemed for any purpose the holder of any of the RSU Shares until the redemption of the RSU in accordance with the provisions of this Agreement.

6. Successors. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, on the one hand, and the Director and his or her heirs, beneficiaries, legatees and personal representatives, on the other hand.

7. Entire Agreement; Amendments and Waivers. This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto. None of the terms and conditions of this Agreement may be amended, modified, waived or canceled except by a writing, signed by the parties hereto specifying such amendment, modification, waiver or cancellation. A waiver by either party at any time of compliance with any of the terms and conditions of this Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly so stated.

8. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California applicable to contracts made and performed entirely within such state.

9. Redemption of RSU.

(a) The RSU shall not be redeemable prior to the date upon which the Director ceases to be a director of the Company (the "Termination Date"). If the Termination Date occurs on or after the date of the Company's first Annual Meeting of Stockholders held after the Grant Date, then the Company shall redeem the RSU by delivering to the Director (or after the Director's death, to the beneficiary designated by the Director for such purpose), at such time or times as the Director shall elect pursuant to Sections 9(c) and (d) hereof, the RSU Shares and the Dividend Equivalents (as hereinafter defined). If the Termination date occurs prior to the date of the Company's first Annual Meeting of Stockholders held after the Grant Date, then the RSU shall terminate, unredeemed, on the Termination Date.

(b) The term "Dividend Equivalents" shall mean, with respect to each RSU Share being delivered by the Company upon redemption of the RSU, an amount in cash equal to the aggregate amount of all regular cash dividends paid on a share of Common Stock during the period between the Grant Date and the date of such redemption, together with interest thereon at the rate credited to amounts deferred under the Company's Deferred Compensation Plan, as such rate is changed from time to time.

(c) Subject to Section 9(d) hereof, the Director hereby elects for the RSU to be redeemed, and for the RSU Shares and the Dividend Equivalents to be delivered by the Company to the Director, at the following time or times: [check one of the following]

_____ (i) as an entirety within 30 days following the Termination Date

_____ (ii) in as equal amounts of whole shares as possible on each of the first five anniversaries of the Termination Date

_____ (iii) in as equal amounts of whole shares as possible on each of the first ten anniversaries of the Termination Date

_____ (iv) in as equal amounts of whole shares as possible on each of the first fifteen anniversaries of the Termination Date

Notwithstanding the foregoing, any election made pursuant to this Section 9(c) may be superseded by a subsequent election from the above choices; provided, however, that no subsequent election pursuant to this Section 9(c) shall be effective unless it is made at least 13 months prior to the Termination Date.

(d) Notwithstanding Section 9(c) hereof, in the event that the Director shall die at any time prior to the redemption in full of the RSU, the Director hereby elects for the previously unredeemed part of the RSU to be redeemed, and for the previously undelivered RSU Shares and Dividend Equivalents to be delivered by the Company to beneficiary designated by the Director for such purpose, at the following time or times: [check one of the following]

_____ (i) as an entirety within 30 days following the date of death

_____ (ii) in as equal amounts of whole shares as possible over the remaining term of the five, ten or fifteen-year period elected pursuant to Section 9(c) hereof

Notwithstanding the foregoing, any election made pursuant to this Section 9(d) may be superseded by a subsequent election from the above choices; provided, however, that no subsequent election pursuant to this Section 9(d) shall be effective unless it is made at least 13 months prior to the Termination Date.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Grant Date indicated below.

DIRECTOR _________________________________ <Name> Grant Date: <Date> RSU Shares: <Number> COMPUTER SCIENCES CORPORATION By__________________________________ Van B. Honeycutt Chairman and Chief Executive Officer