8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report(Date of earliest event reported) December 12, 2006
COMPUTER SCIENCES CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada	1-4850		95-2043126
(State or Other Jurisdiction	(Commission		(I.R.S. Employer
of Incorporation)	File Number)		Identification No.)
2100 East Grand Avenue		90245
El Segundo, California		(Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (310) 615-0311
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.	Regulation FD Disclosure.
The Registrant announced in the press release attached hereto as Exhibit 99.1, that it is soliciting consents from the holders of its $200 million aggregate outstanding principal amount of 6 1/4% Notes due 2009 (the "Notes"). The Registrant is requesting a one-time waiver (the "Proposed Waiver") through March 9, 2007 of any default or event of default under the terms of the indenture governing the Notes, and the consequences thereof, which has arisen or may arise from the Registrant's failure to comply with Section 4.03 of the indenture (the "Reporting Provision") prior to March 9, 2007, which requires the Registrant to file with the trustee, within 15 days after filing with the Securities and Exchange Commission (the "SEC"), copies of the annual reports and the information, documents and other reports required to be filed by it pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended.
On December 8, 2006, the Registrant received a notice of default from Citibank, N.A., acting as trustee, with respect to its default under the Reporting Provision, as well as notices of default from Citibank, N.A., as the trustee under the indentures that govern the Registrant's three other outstanding series of notes with respect to default under the reporting requirements in such indentures. Approval of the Proposed Waiver would effectively extend the existing 30-day cure period in the indenture by 60 days with respect to the Reporting Provision, which is consistent with the cure period for the reporting requirements under the indentures that govern the Registrant's three other outstanding series of notes and similar to the cure period provided in the waiver of default granted on November 17, 2006 by the Registrant's lenders under its $1 billion credit agreement for failure to comply with the reporting covenant in the credit agreement.
As previously announced, the Registrant's Board of Directors has appointed a special committee to conduct an independent investigation into the Registrant's option grant practices. As such, the Registrant has not filed with the SEC or furnished to the Citibank, N.A., as trustee, its Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2006 (the "2007 Second Quarter Report") when due as required pursuant to the Reporting Provision.
The Proposed Waiver shall become effective (the "Effective Date") promptly following the receipt of valid and unrevoked letters of consent from holders as of the record date (the "Consenting Holders") representing a majority of the outstanding aggregate principal amount of the Notes (the "Requisite Consents"). Properly delivered and unrevoked letters of consent may not be revoked after the Effective Date.
Assuming the receipt of the Requisite Consents, on the business day following the expiration of the consent solicitation, or as promptly as practicable thereafter, the Registrant will pay to each Consenting Holder $1.25 for each $1,000 in principal amount of Notes as to which a properly executed letter of consent is received by the Tabulation and Information Agent on or prior to the expiration of the consent solicitation and which is not revoked. If the Registrant has not filed its 2007 Second Quarter Report with the SEC on or before 5:30 p.m., New York City time, on January 5, 2007 (30 days after the Registrant received a notice of default from the trustee regarding the Reporting Provision), the Registrant will pay on the following business day, or as promptly as practicable thereafter, to each Consenting Holder an additional $1.25 for each $1,000 in principal amount of Notes for which a properly executed letter of consent is received by the Tabulation and Information Agent on or prior to the expiration of the consent solicitation and which is not revoked.
Item 9.01.      Financial Statements and Exhibits
99.1     Press release dated December 12, 2006 regarding the Registrant's Consent Solicitation

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 thereto duly authorized.
	COMPUTER SCIENCES CORPORATION
Dated: December 13, 2006	By /s/ Donald G. DeBuck
	Donald G. DeBuck
	Vice President and Controller
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EXHIBIT INDEX

Exhibit

99.1        Press release dated December 12, 2006 regarding the Registrant's Consent Solicitation

3

EX-99.1

EXHIBIT 99.1
Contact:	Mike Dickerson	FOR IMMEDIATE RELEASE
	Director, Media Relations	Moved On PR Newswire
	Corporate	Date:  December 12, 2006
	310.615.1647
	mdickers@csc.com
	Bill Lackey
	Director, Investor Relations
	Corporate
	310.615.1700
	blackey3@csc.com
CSC COMMENCES CONSENT SOLICITATION FOR 6 1/4% NOTES DUE 2009
EL SEGUNDO, Calif., Dec. 12 - Computer Sciences Corporation (NYSE: CSC) announced today that it is soliciting consents from the holders of record, as of Dec. 11, 2006, of the $200 million aggregate outstanding principal amount of its 6 1/4% Notes due 2009. CSC is requesting a one-time waiver to be effective through March 9, 2007, of any default or event of default that has arisen or may arise by virtue of CSC's failure to file with the Securities and Exchange Commission and furnish to the Trustee, Citibank, N.A., and holders of the Notes, certain reports required to be so filed and furnished by CSC pursuant to the terms of the indenture governing the Notes. The extension until March 9, 2007, is consistent with the cure period for the analogous reporting requirements under the indentures governing CSC's three other outstanding series of notes and similar to the cure period granted in the waiver of default granted by CSC's lenders under its $1 bill ion credit agreement, as amended. Holders of the Notes are referred to CSC's Consent Solicitation Statement dated Dec. 12, 2006, and the related Letter of Consent for the detailed terms and conditions of the consent solicitation.
As previously announced, CSC has not yet filed with the SEC its Quarterly Report on Form 10-Q for the fiscal quarter ended Sept. 29, 2006. On Dec. 8, 2006, CSC received a notice of default from the Trustee alleging a default under the indenture governing the Notes arising from CSC's failure to timely file such Quarterly Report. However, as of the date of the Consent Solicitation Statement, CSC has not received any notice of default from holders of 25% or more of the aggregate principal amount of the outstanding Notes.
CSC is offering an initial consent fee of a $1.25 in cash for each $1,000 in principal amount of the Notes to all holders of record on Dec. 11, 2006, who properly execute and deliver
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a Letter of Consent, that is not thereafter revoked, on or prior to Dec. 21, 2006. If CSC has not filed its Quarterly Report with the SEC on or before 5:30 p.m., New York City time, on Jan. 5, 2007 (30 days after CSC received the notice of default described above), CSC will pay to each consenting holder an additional $1.25 in cash for each $1,000 in principal amount of Notes.
The proposed waiver shall become effective promptly following the receipt of valid and unrevoked consents from holders representing a majority of the outstanding aggregate principal amount of the Notes.
The consent solicitation will expire at 5:00 p.m., New York City time, on Thursday, Dec. 21, 2006, unless otherwise extended by CSC. Holders may submit their Letters of Consent to the Tabulation Agent at any time on or prior to the expiration date. Holders may revoke their consents prior to the effectiveness of the Proposed Waiver as described in the Consent Solicitation Statement.
CSC has retained Global Bondholder Services Corporation to serve as its Tabulation Agent for the consent solicitation. Requests for documents should be directed to Global Bondholder Services at (866) 470-3800 or (212) 430-3774. CSC has also retained Merrill Lynch & Co. as Solicitation Agent for the consent solicitation. Questions regarding the terms of the consent solicitation should be directed to the Solicitation Agent at (888) 654-8637 or (212) 449-4914 (collect).
This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities. The Consent Solicitation is being made solely pursuant to CSC's Consent Solicitation Statement dated Dec. 12, 2006, and the related Letter of Consent. Notwithstanding CSC's intention to seek waivers, no assurance can be given that an event of default under the indenture will not occur in the future.
About Computer Sciences Corporation
Computer Sciences Corporation is a leading global information technology (IT) services company. CSC's mission is to provide customers in industry and government with solutions crafted to meet their specific challenges and enable them to profit from the advanced use of technology.
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With approximately 78,000 employees, CSC provides innovative solutions for customers around the world by applying leading technologies and CSC's own advanced capabilities. These include systems design and integration; IT and business process outsourcing; applications software development; Web and application hosting; and management consulting. Headquartered in El Segundo, Calif., CSC reported revenue of $14.6 billion for the 12 months ended Sept. 29, 2006. For more information, visit the company's Web site at www.csc.com.
All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent CSC's intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside CSC's control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled "Risk Factors" in CSC's Form 10-K for the fiscal year ended March 31, 2006. CSC disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise except as required by law.