Company Name: Computer Sciences Corp.
Public Availability Date: March 30, 2006

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

March 16, 2006

Direct Dial (202) 955-8287
Client No. 16084-00003
Fax No. (202) 530-9631

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Stockholder Proposal of Travis J. Hagler Securities Exchange Act of 1934 - Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that it is the intention of our client, Computer Sciences Corporation (the "Company"), to omit from its proxy statement and form of proxy for its 2006 Annual Stockholders Meeting (collectively, the "2006 Proxy Materials") a stockholder proposal (the "Proposal") received from Travis J. Hagler (the "Proponent"). The Proposal and related correspondence are attached hereto as Exhibit A.

On behalf of our client, we respectfully request that the staff of the Division of Corporation Finance (the "Staff") concur in our view that the Company may exclude the Proposal from the 2006 Proxy Materials under Rule 14a-8(i)(13) because the Proposal relates to specific amounts of dividends.

THE PROPOSAL

The Proposal states, "In accordance with ref [sic] paragraph, a proposal is hereby made that Computer Sciences Corporation pay an annual dividend which shall be no less than 50% of the earnings for the year. Said policy shall be effective beginning with the 2006 accounting year and remain effective until revoked by vote of stockholders."

ANALYSIS

The Proposal may be omitted from the 2006 Proxy Materials under Rule 14a-8(i)(13), which permits the exclusion of stockholder proposals that concern "specific amounts of cash or stock dividends." The Staff has consistently interpreted this Rule broadly, permitting the exclusion of stockholder proposals that purport to set minimum amounts or ranges of dividends or that would establish formulas for determining dividends because "the proposal appears to include a formula that would result in a specific dividend amount." See DPL, Inc. (avail. Jan. 11, 2002) (concurring that a proposal requesting that DPL match increases in dividends with increases in bonuses and long-term compensation was excludable under Rule 14a-8(i)(13)); Pacificorp (avail. Mar. 8, 1999) (concurring that a proposal requesting an increase in dividends by the same percentage as the percentage applied to total compensation was excludable under Rule 14a-8(i)(13)).

More specifically, the Staff has consistently permitted the exclusion under Rule 14a-8(i)(13) of stockholder proposals, like the Proposal, that request a specific formula for dividends based on a percentage of annual earnings or net income. See Cytyc Corp. (avail. Feb. 23, 2004) (concurring that a proposal seeking a dividend of not less than 30% of the company's real net income before any awards are made to senior management was excludable); People's Ohio Financial Corp. (avail. Aug. 11, 2003) (concurring that a proposal asking the company to pay 66% of net earnings to stockholders in an annual cash dividend was excludable); Microsoft Corp. (avail. July 19, 2002) (concurring that a proposal requesting a dividend of 50% of the current and subsequent year earnings was excludable); Lydall, Inc. (avail. Mar. 28, 2000) (concurring that a proposal mandating the payment of a dividend of not less than 50% of the company's net annual income was excludable); Safeway, Inc. (avail. Mar. 4, 1998) (concurring that a proposal requesting a dividend of at least 30% of company earnings each year was excludable); AirTouch Communications, Inc. (avail. Jan. 6, 1998) (concurring that a proposal requesting that the board take the necessary steps to pay a dividend of at least 30% of company earnings each year was excludable).

Similar to the no action letters cited above, the Proposal falls squarely within Rule 14a-8(i)(13) because it contains a formula that would result in the Company paying "specific amounts of cash or stock dividends." In this regard, the Proposal's request that the Company pay "an annual dividend which shall be no less than 50% of the earnings for the year" is almost identical to the proposal in Microsoft that requested a dividend of 50% of the current and subsequent year earnings. Accordingly, we request that the Staff concur that the Proposal may be properly omitted from the 2006 Proxy Materials pursuant to Rule 14a-8(i)(13).

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if the Company excludes the Proposal from its 2006 Proxy Materials. Pursuant to Rule 14a-8(j), enclosed herewith are six copies of this letter and its attachments. Pursuant to Rule 14a-8(j), this letter is being filed with the Securities and Exchange Commission (the "Commission") no later than 80 calendar days before the Company files its definitive 2006 Proxy Materials with the Commission. On behalf of the Company, we hereby agree to promptly forward to the Proponent any Staff response to this no-action request that the Staff transmits by facsimile to us only.

Consistent with the provisions of Rule 14a-8(j), we are concurrently providing copies of this correspondence to the Proponent. If we can provide additional correspondence to address any questions that the Staff may have with respect to this no-action request, please do not hesitate to call me at (202) 955-8287 or Stephen E. Johnson, the Company's Deputy General Counsel, at (310) 615-1707.

Very truly yours,

/s/

Elizabeth A. Ising

Enclosure

cc: Stephen E. Johnson, Computer Sciences Corporation
Travis J. Hagler

[INQUIRY LETTER]

8006 Allison Dr SE
Huntsville, AL 35802
(256) 881-3914
E-mail: tjhagler@aol.com

13 Jul 2005

Corporate Secretary
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245

Re: Stockholder Proposal

Ref: Stockholder Proposals, pg 22 of Notice of 2005 Annual Meeting of Stockholders

In accordance with ref paragraph, a proposal is hereby made that Computer Sciences Corporation pay an annual dividend which shall be no less than 50% of the earnings for the year. Said policy shall be effective beginning with the 2006 accounting year and remain effective until revoked by vote of stockholders.

Your inclusion of this proposal in the 2006 proxy statement is requested.

A copy of the cover sheet for 2005 Proxy is attached for your convenience in identifying my account.

Very truly yours,

/s/

Travis J. Hagler
Stockholder
Enels: Copy of 2005 Proxy Cover sheet.

[INQUIRY LETTER]

8006 Allison Dr SE Huntsville, AL 35802
22 Mar 2006

Office of Chief Counsel
Division of Corporate Finance
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549

Re; Stockholder Proposal of Travis J. Hagler to Computer Sciences Corporation

Ref: Letter to You from Gibson, Dunn and Crutcher LLP dated March 16, 2006 (Cover Sheet Enclosed)

Dear Ladies and Gentlemen:

This letter is to request that you ignore the reference letter and allow the stockholders to vote on my proposal. Allowing a vote will give the stockholders (owners) of the Company an opportunity to express their desire for or against the proposal. This will be the fair and right thing to do.

Thank you for your consideration.

/s/

Travis J. Hagler
Stockholder
Computer Sciences Corporation

[STAFF REPLY LETTER]

March [ ], 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Computer Sciences Corporation

Incoming letter dated March 16, 2006

The proposal would require that Computer Sciences pay an annual dividend of no less than 50% of the earnings for the year.

There appears to be some basis for your view that Computer Sciences may exclude the proposal under rule 14a-8(i)(13). Accordingly, we will not recommend enforcement action to the Commission if Raytheon omits the proposal from its proxy materials in reliance on rule 14a-8(i)(13).

Sincerely,

/s/

Mark F. Vilardo
Special Counsel