SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, 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^*

Rittenmeyer Ronald A

(Last)

(First)

(Middle)

5400 LEGACY DRIVE

(Street)

PLANO

75024

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chm, President and CEO

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		305,248	A	^{( 8 )}	1,146,891	D
Common Stock	08/26/2008		F		107,253	D	^{( 8 )}	1,039,638	D
Common Stock	08/26/2008		D		783,308	D	^{( 1 )} ^{( 2 )}	256,330	D
Common Stock	08/26/2008		D		256,330	D	^{( 1 )}	0	D
Common Stock	08/26/2008		D		179.2352	D	^{( 3 )}	0	I	By JP Morgan Retirement Plan Services

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy) 07/07/05 Grant	$19.19	08/26/2008		D			75,000 ^{( 6 )}	^{( 5 )}	03/31/2012	Common Stock	75,000 ^{( 6 )}	^{( 6 )}	0	D
Employee Stock Option (right to buy) 07/07/05 Grant	$19.19	08/26/2008		D			200,000 ^{( 6 )}	^{( 5 )}	07/07/2012	Common Stock	200,000 ^{( 6 )}	^{( 6 )}	0	D
Employee Stock Option (right to buy) 3/15/06 Grant	$27.475	08/26/2008		D			175,000 ^{( 7 )}	^{( 5 )}	03/15/2013	Common Stock	175,000 ^{( 7 )}	^{( 7 )}	0	D
Employee Stock Option (right to buy) 03/15/07 Grant	$27.37	08/26/2008		D			333,000 ^{( 7 )}	^{( 5 )}	03/15/2014	Common Stock	333,000 ^{( 7 )}	^{( 7 )}	0	D
Employee Stock Option (right to buy) 02/13/08 Grant	$18.295	08/26/2008		D			2,000,000 ^{( 6 )}	^{( 5 )}	02/13/2015	Common Stock	2,000,000 ^{( 6 )}	^{( 6 )}	0	D
Phantom Stock - EDP (1 for 1)	$0 ^{( 4 )}	08/26/2008		M			5,248 ^{( 8 )}	^{( 8 )}	^{( 8 )}	Common Stock	5,248 ^{( 8 )}	^{( 8 )}	0	D
Phantom Stock-EDP DSU Award	$0 ^{( 4 )}	08/26/2008		M			150,000 ^{( 8 )}	^{( 5 )}	^{( 5 )}	Common Stock	150,000 ^{( 8 )}	^{( 8 )}	0	D
Phantom Stock-EDP PDSU Award	$0 ^{( 4 )}	08/26/2008		M			150,000 ^{( 8 )}	^{( 5 )}	^{( 5 )}	Common Stock	150,000 ^{( 8 )}	^{( 8 )}	0	D

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. Shares owned directly by Reporting Person were also canceled in exchange for a cash payment of $25 per share.

2. 250,000 PRSUs awarded 02/13/08 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; 111,000 PRSUs awarded 03/15/07 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; 58,000 PRSUs awarded 03/15/06 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; 250,000 RSUs awarded 02/13/08 were forfeited 08/26/08 in exchange for a cash payment of $25 per share; 114,308 RSUs awarded 08/01/07 were forfeited 08/26/08 in exchange for a cash payment of $25 per share.

3. These shares were held indirectly under the Issuer's 401(k) Plan as of 08/26/08. JP Morgan Retirement Plan Services accounts for holdings in the Issuer's stock fund in units, comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of Issuer's common stock on 08/26/08. Reporting Person's stock fund units were canceled in the Merger in exchange for a cash payment of $25 per stock unit and directed to the Reporting Person's 401(k) Moderate Portfolio fund or as otherwise directed by the Reporting Person.

4. 1 for 1

5. Information originally included at time grant was reported.

6. This option was forfeited during the Merger on 08/26/08 in exchange for a cash payment equal to the difference between the grant price and $25 per option.

7. This option was forfeited during the Merger on 08/26/08.

8. With regard to issuance of phantom stock units ("PSU") and discretionary stock unit awards ("DSU") and performance DSUs ("PDSU") under the Issuer's Executive Deferral Plan, shares of PSU, DSU and PDSU are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. All of the Reporting Person's PSUs, DSU award and PDSU award were canceled in the Merger in exchange for a cash payment of $25 per PSU, DSU and PDSU.

Remarks:

	Linda Epstein as Attorney-in-Fact for Ronald A. Rittenmeyer	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).
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