Company Name: Electronic Data Systems Corp.
Public Availability Date: December 5, 2002

Document Sections:

INQUIRY LETTER
APPENDIX
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

November 19, 2002

Securities and Exchange Commission
Division of Corporation Finance
Office of the Chief Counsel
450 Fifth Street. N.W.
Washington D.C. 20549

Re: Chevedden Stockholder Proposal (for Ray T. and Veronica Chevedden Family Trust)

Ladies and Gentlemen:

This letter is to inform you of the intention of Electronic Data Systems Corporation ("EDS") to omit from its proxy statement and form of proxy (its "Proxy Materials") for its 2003 Annual Meeting of Stockholders (the "Meeting") pursuant to Rule 14a-8(d) the stockholder resolution and supporting statement submitted by John Chevedden on behalf of the Ray T. and Veronica Chevedden Family Trust on October 26, 2002. A copy of Mr. Chevedden's October 26 proposal is attached as Exhibit A to this letter.

Pursuant to Rule 14a-8(j), enclosed herewith for filing are six copies of this letter. A copy of this letter is being sent to Mr. Chevedden.

Rule 14a-8(d)

In order for a shareholder proposal to be eligible for inclusion in a company's proxy materials. Rule 14a-8(d) requires that the proposal, including any accompanying supporting statement, not exceed 500 words. Rule 14a-8(f) provides that if a proponent has failed to follow one of the eligibility or procedural requirements for a shareholder proposal, the company may exclude the proposal, but only after it has notified the proponent of the problem and the proponent has failed adequately to correct it.

On October 20, 2002, Mr. Chevedden submitted his initial proposal to EDS. Such proposal and supporting statement contained in excess of 500 words (specifically, 508 words). A copy of the October 20 proposal is attached as Exhibit B to this letter. By letter dated October 23, 2002. EDS requested Mr. Chevedden to revise his proposal and supporting statement to be not more than 500 words within the period set forth in Rule 14a-8(f)(1). A copy of EDS' letter to Mr. Chevedden is attached as Exhibit C to this letter. On October 26, Mr. Chevedden submitted his revised proposal. Such revised proposal, which shifted some paragraphs around, added some new sentences and deleted others, still contained greater than 500 words (specifically, 505 words). For the ease of the Staff in verifying our count, the copies of the October 20 and October 26 proposals attached hereto set forth to the right of each line the number of words contained on that line based on our count.

Our counting of the number of words was done pursuant to the requirements of Staff Legal Bulletin No. 14 dated July 13, 2001 regarding Rule 14a-8. Specifically, such Staff Legal Bulletin provides that words in a "title" or "heading" that are, in effect, arguments in support of the proposal shall be counted for purposes of the 500 word limitation. We accordingly included the number of words in the heading of the Chevedden proposal in our count because it, in effect was an argument in support of the proposal. Such heading reads as follows: "Allow Shareholder Vote regarding Poison Pills. This topic won more than 61% of the vote at our company in 2000, 2001 and 2002." In addition, as required by Staff Legal Bulletin No. 14 we have counted the website reference in the proposal as one word for purposes of the 500 word limitation.

Note that Mr. Chevedden has submitted to EDS a second shareholder proposal regarding certain supermajority vote requirements. That second proposal was submitted by Mr. Chevedden as proxy for Nick Rossi, Though EDS feels Mr. Chevedden's actions are inconsistent with the requirements of Rule 14a-8(c) (which provides that a shareholder may submit no more than one shareholder proposal to a company in a year), we are not seeking to omit either of the two proposals on that basis and this letter does not relate to that second proposal.

Request for Confirmation of No Action Position

EDS respectfully requests your confirmation that the Division of Corporation Finance will not recommend to the Commission any action if EDS omits the attached proposal from its proxy materials pursuant to Rule 14a-8(d).

Should you disagree with the conclusions set forth herein, we would appreciate an opportunity to confer with you prior to the issuance of the staff's response.

If you have any questions with respect to this letter, please call the undersigned at 972-605-5486.

Please acknowledge receipt of this letter and the attached material by stamping and returning the enclosed copy of this letter in the self-addressed stamped envelope.

Very truly yours,

/s/

David B. Hollander
Legal Manager - Corporate Acquisitions & Finance

[APPENDIX]

Exhibit A

- Allow Shareholder Vote regarding Poison Pills This topic won more than 61% of the vote at our company in 2000, 2001 & 2002

This is to recommend that our Board of Directors redeem any poison pill previously and not adopt or extend any poison pill unless such adoption or extension has been submitted to a shareholder vote.

Shareholder resolutions should be binding

Shareholder resolutions should be binding according to Business Week in "The Best & Worst Boards" cover-page report, October 7, 2002. This proposal topic won more than 61% of our yes-no vote at each of our 2000, 2001 and 2002 annual meetings. The 69% vote in 2002 vote exceeded the 60%-average yes vote for this topic at 50 companies in 2002.

This proposal is submitted by Ray T. Chevedden, 5965 S. Citrus Ave, Los Angeles, Calif. 90043.

Harvard Report

A 2001 Harvard Business School study found that good corporate governance (which took into account whether a company had a poison pill) was positively and significantly related to company value. This study, conducted with the University of Pennsylvania's Wharton School, reviewed the relationship between the corporate governance index for 1,500 companies and company performance from 1990 to 1999.

Some believe that a company with good governance will perform better over time, leading to a higher stock price. Others see good governance as a means of reducing risk, as they believe it decreases the likelihood of bad things happening to a company.

Since the 1980s Fidelity, a mutual fund giant with $800 billion invested, has withheld votes for directors at companies that have approved poison pills, Wall Street Journal, June 12, 2002.

Serious Challenges Faced by our Company

Shareholders believe that the serious challenges faced by our company in the past year demonstrate a need for shareholders to have an input on any poison pill considered by our company.

1) Our management made a surprise announcement that 3rd-quarter 2002 profits would fall 84% and the 4th-quarter outlook was also dismal.

2) EDS stock then fell 53%.

3) Our management gambled on the price of EDS stock and lost $225 million.

4) News of the $225 million loss set off fears that EDS could face a cash crunch and have difficult in competing for capital-intensive contracts.

5) Our shares skidded another 29%.

6) Critics say that the EDS method of contract accounting leaves ample room for errors.

7) After EDS stock began its freefall, Proctor and Gamble delayed awarding EDS an expected $8 billion contract.

8) Investors are questioning CEO Brown's generous $55 million pay package.

Council of Institutional Investors Recommendation

The Council of Institutional Investors www.cii.org, an organization of 120 pension funds which invests $1.5 trillion, called for shareholder approval of poison pills. In recent years, various companies have been willing to redeem existing poison pills or seek shareholder approval for their poison pill. This includes Columbia/HCA, McDermott International and Airborne, Inc. I believe that our company should follow suit and allow shareholder input.

Allow Shareholder Vote regarding Poison Pills Yes on 3

This proposal title is part of the rule 14a-8 shareholder submitted text and is submitted for unedited publication as the first and only title in all proxy references including each ballot.

The above format includes the emphasis intended.

The company is requested to notify the shareholder of any typographical question.

The company is requested to assign a proposal number based on the chronological order proposals are submittal and to make a list of proposal topic and submittal dates available to shareholders.

[INQUIRY LETTER]

November 24, 2002

6 Copies

Office of Chief Counsel
Mail Stop 0402
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Electronic Data Systems (EDS)

Investor Response to Company No Action Request

Poison Pill Topic

484-Words

Ray T. Chevedden

Ladies and Gentlemen:

This is to address the company November 19, 2002 no action letter. The company letter requests support for the company to exclude the company's own shareholders, with their company investment at risk, from an opportunity to vote on a well-established topic of corporate governance.

The company claims a narrow technical issue in an attempt to exclude an established topic from the shareholder ballot. This topic won greater than 61% EDS shareholder vote at each of 3-consecutive EDS annual meetings (2000, 2001 and 2002).

The proponent's computer program word-count calculates 484-words. The text of the proposal is forwarded today by email to the Office of Chief Counsel. This enables the text to be verified that it is less than 500-words by the Office of Chief Counsel computer word-count program.

Additional rebuttal will follow.

Should you question or disagree with issues in this letter, an opportunity is respectfully requested to confer with you prior to the determination of the Staff's position.

Sincerely,

/s/

John Chevedden

cc:

Richard Brown
Chairman

Ray T. Chevedden

[INQUIRY LETTER]

November 26, 2002

6 Copies

FX: 202/942-9525

Office of Chief Counsel
Mail Stop 0402
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Electronic Data Systems (EDS)

Investor Response to Company No Action Request

Poison Pill Topic

484-Words

Ray T. Chevedden

Ladies and Gentlemen:

This is in addition to the November 24, 2002 shareholder no action reply letter. The company errs in its November 19, 2002 letter, Exhibit B, heading "Serious Challenges ...," Item "1)" by incorrectly counting the line starting with "84%" as 23-words. This line is clearly 9-words (Exhibit attached).

Thus the company made a 14-word error in its claim for a 5-word margin for no action.

Should you question or disagree with issues in this letter, an opportunity is respectfully requested to confer with you prior to the determination of the Staff's position.

Sincerely,

/s/

John Chevedden

cc:

Richard Brown
Chairman

Ray T. Chevedden

[STAFF REPLY LETTER]

December 5, 2002

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Electronic Data Systems Corporation

Incoming letter dated November 19, 2002

The proposal relates to poison pill plans.

We are unable to concur in your view that EDS may exclude the proposal under rule 14a-8(d). Accordingly, we do not believe that EDS may exclude the proposal from its proxy materials in reliance on rule 14a-8(d).

Sincerely,

/s/

Gail A. Pierce
Attorney-Advisor