Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Rittenmeyer Ronald A
  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
(Last)
(First)
(Middle)
5400 LEGACY DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2008
(Street)

PLANO, TX 75024
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 08/01/2008   F   20,833 D $ 24.83 841,643 (1) D  
Common Stock               179.42 (2) I By JP Morgan Retirement Plan Services

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 07/07/05 Grant $ 19.19               (5)   (5) Common Stock (5)   75,000 (3) D  
Employee Stock Option (right to buy) 07/07/05 Grant $ 19.19               (5)   (5) Common Stock (5)   200,000 (3) D  
Employee Stock Option (right to buy) 3/15/06 Grant $ 27.475               (5)   (5) Common Stock (5)   175,000 (3) D  
Employee Stock Option (right to buy) 03/15/07 Grant $ 27.37               (5)   (5) Common Stock (5)   333,000 (3) D  
Employee Stock Option (right to buy) 02/13/08 Grant $ 18.295               (5)   (5) Common Stock (5)   2,000,000 (3) D  
Phantom Stock - EDP (1 for 1) $ 0 (4) 06/10/2008   A   0.198 (6)     (6)   (6) Common Stock 0.198 $ 24.46 96.77 (6) D  
Phantom Stock-EDP DSU Award $ 0 (4)               (5)   (5) Common Stock (5)   150,000 (3) D  
Phantom Stock-EDP PDSU Award $ 0 (4)               (5)   (5) Common Stock (5)   150,000 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rittenmeyer Ronald A
5400 LEGACY DRIVE
PLANO, TX 75024
  X     Chm, President and CEO  

Signatures

 Linda Epstein as Attorney-in-Fact for Ronald A. Rittenmeyer   04/02/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The amount reported reflects the addition of 6.0728 non-derivative dividend shares @ $24.46 per share acquired and reinvested under the Issuer's Employee Stock Purchase Plan on 06/10/08.
(2) These shares were held indirectly under the Issuer's 401(k) Plan as of 07/31/08, and include .8543 vested dividends @ $24.46 per unit from 06/10/08. JP Morgan Retirement Plan Services accounts for holdings in the stock fund in units, comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of Issuer's common stock.
(3) No reportable change since the last filing, this is a reiteration of holdings only.
(4) 1 for 1
(5) Information originally included at time grant was reported.
(6) Per Reporting Person's election with regard to issuance of phantom stock units ("PSU") under the Issuer's Executive Deferral Plan, an in-service distribution was elected to be made while the Reporting Person is employed. Shares of PSU under the Issuer's Executive Deferral Plan are immediately exercisable, but issued following termination of Reporting Person's employment with Issuer. The .1980 amount reported represents PSU dividends @ $24.46 from 06/10/08. There was a a minor adjustment due to rounding to the total holdings.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.