Form 4 Thomas William G For: Aug 26 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Thomas William G

(Last)

(First)

(Middle)

5400 LEGACY DRIVE

(Street)

PLANO

75028

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRONIC DATA SYSTEMS CORP /DE/ [EDS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP EMEA

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2008

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/26/2008		M		5,552	A	⁽¹⁾ ⁽¹³⁾	177,480	D
Common Stock	08/26/2008		F		1,388	D	⁽¹³⁾	176,092	D
Common Stock	08/26/2008		D		101,000	D	⁽¹⁾ ⁽²⁾	70,928	D
Common Stock	08/26/2008		D		70,928	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy) 02/10/03 Grant

$ 16.205

08/26/2008

50,000 ⁽⁵⁾

⁽⁴⁾

02/10/2013

Common Stock

50,000 ⁽⁵⁾

⁽⁵⁾ ⁽¹²⁾

Employee Stock Option (right to buy) 03/24/04 Grant

$ 19.175

08/26/2008

515 ⁽⁶⁾

⁽⁴⁾

03/24/2009

Common Stock

515 ⁽⁶⁾

⁽⁶⁾ ⁽¹²⁾

Employee Stock Option (right to buy) 03/24/04 Grant

$ 19.175

08/26/2008

2,355 ⁽⁷⁾

⁽⁴⁾

03/24/2010

Common Stock

2,355 ⁽⁷⁾

⁽⁷⁾ ⁽¹²⁾

Employee Stock Option (right to buy) 03/24/04 Grant

$ 19.175

08/26/2008

56,379 ⁽⁸⁾

⁽⁴⁾

03/24/2010

Common Stock

56,379 ⁽⁸⁾

⁽⁸⁾ ⁽¹²⁾

Employee Stock Option (right to buy) 03/24/04 Grant

$ 19.175

08/26/2008

50,000 ⁽⁹⁾

⁽⁴⁾

03/24/2014

Common Stock

50,000 ⁽⁹⁾

⁽⁹⁾ ⁽¹²⁾

Employee Stock Option (right to buy) 03/15/07 Grant

$ 27.37

08/26/2008

110,000 ⁽¹⁰⁾

⁽⁴⁾

02/26/2010

Common Stock

110,000 ⁽¹⁰⁾

⁽¹⁰⁾ ⁽¹²⁾

Employee Stock Option (right to buy) 02/13/08 Grant

$ 18.295

08/26/2008

180,000 ⁽¹¹⁾

⁽⁴⁾

02/13/2015

Common Stock

180,000 ⁽¹¹⁾

⁽¹¹⁾ ⁽¹²⁾

Phantom Stock - EDP

⁽³⁾

08/26/2008

552 ⁽¹³⁾

⁽¹³⁾

Common Stock

552 ⁽¹³⁾

⁽¹³⁾

Phantom Stock - EDP DSU Award

⁽³⁾

08/26/2008

5,000 ⁽¹³⁾

⁽⁴⁾

Common Stock

5,000 ⁽⁴⁾

⁽¹³⁾

Phantom Stock - EDP DSU Award

⁽³⁾

08/26/2008

68,325 ⁽¹³⁾

⁽⁴⁾

Common Stock

68,325 ⁽¹³⁾

⁽¹³⁾

Explanation of Responses:

1. In connection with the acquisition of Issuer by Hewlett-Packard (the "Merger") Reporting Person's performance restricted stock units ("PRSUs") and restricted stock units ("RSUs") were forfeited during the Merger and exchanged per footnote 2. The PRSU Awards noted were voluntarily early reported based on vesting criteria, so the total of Reporting Person's beneficial ownership has been reduced according to footnote 2. The common stock directly owned by Reporting Person were canceled in exchange for a cash payment of $25 per share on the effective date of the Merger. These dispositions were approved in accordance with Rule 16b-3(e) and occurred simultaneously with the Merger.

2. 30,000 RSUs awarded 02/13/08 were forfeited 08/26/08 in exchange for a cash payment for 50% of value on 01/02/09 and an HP TRSU grant for 50% of value; 36,000 PRSUs awarded 03/15/07 were forfeited 08/26/08 in exchange for a cash payment for 50% of value on 01/02/09 and an HP TRSU grant for 50% of value; and 35,000 PRSUs awarded 03/15/06 were forfeited 08/26/08 in exchange for a cash payment for 50% of value on 01/02/09 and an HP TRSU grant for 50% of value.

3. 1 for 1

4. Information originally included at time grant and/or dividends were reported.

5. This option was exchanged by HP in the Merger with an option to purchase 27,595 shares of HP common stock for $29.37 per share.

6. This option was exchanged by HP in the Merger with an option to purchase 284 shares of HP common stock for $34.75 per share.

7. This option was exchanged by HP in the Merger with an option to purchase 1,299 shares of HP common stock for $34.75 per share.

8. This option was exchanged by HP in the Merger with an option to purchase 31,115 shares of HP common stock for $34.75 per share.

9. This option was exchanged by HP in the Merger with an option to purchase 27,595 shares of HP common stock for $34.75 per share.

10. This option was exchanged by HP in the Merger with an option to purchase 60,709 shares of HP common stock for $49.60 per share.

11. This option was exchanged by HP in the Merger with an option to purchase 99,342 shares of HP common stock for $33.15 per share.

12. Reporting Person's option award(s) were converted using an exchange ratio (i.e., the numerator was the Issuer's per-share merger consideration ($25/share) and the denominator was the average closing price of HP's stock on the NYSE as reported by The Wall Street Journal for the five (5) full trading days ending on the date that is two (2) trading days prior to closing (rounded down to the nearest whole share), with the exercise price of converted stock option grant(s) being equal to (x), the original exercise price for the Issuer's options, divided by (y) - the exchange ratio described above - rounded up to the nearest whole cent.)

13. Shares of phantom stock units issued under the Issuer's Executive Deferral Plan are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. The Phantom Stock - EDP reflects additional dividends from 03/10/08 in the amount of 16.6430 @ $16.5600; 11.3020 dividends @ $24.4600; and 11.1717 dividends @ $24.7950. The 5,000 Phantom Stock - EDP DSU Awards were canceled in the Merger. Lastly, the Phantom Stock - EDP DSU Award for 68,325 was forfeited in exchange for 1/2 of the value in a cash payment of $25 per PSU in January 2009 and 1/2 in HP common stock at a predetermined future date.

	Linda Epstein as Attorney-in-Fact for William G. Thomas	08/26/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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