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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>As filed with the
Securities and Exchange Commission on August&nbsp;5, 2004</B>



<P align="right" style="font-size: 10pt"><B>Registration No.&nbsp;333-______</B>



<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>


<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B></DIV>


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="20%" align="center"></DIV>



<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<DIV align="center" style="font-size: 12pt"><B>Registration Statement
Under The Securities Act Of 1933</B></DIV>

<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="20%" align="center"></DIV>



<P align="center" style="font-size: 24pt"><B>AFFILIATED COMPUTER SERVICES, INC.</B>


<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>51-0310342</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. employer identification number)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>2828 North Haskell Avenue<BR>
Dallas, Texas 75204</B><BR>
(Address, including zip code, of principal executive offices)



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="15%" align="center">



<P align="center" style="font-size: 10pt"><B>ACS Savings Plan</B>



<P align="center" style="font-size: 10pt">(Full title of the Plan)



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="15%" align="center">



<P align="center" style="font-size: 10pt"><B>William L. Deckelman, Jr., Esq.<BR>
Executive Vice President, Secretary and General Counsel<BR>
Affiliated Computer Services, Inc.<BR>
2828 North Haskell Avenue<BR>
Dallas, Texas 75204<BR>
(214)&nbsp;841-6111 (phone)</B>



<P align="center" style="font-size: 10pt">(Name, address and telephone number, including area code, of agent for service)



<P align="center" style="font-size: 10pt"><B>Copy to:<BR>
James S. Ryan, III<BR>
Jackson Walker L.L.P.<BR>
901 Main Street, Suite&nbsp;6000<BR>
Dallas, Texas 75202<BR>
(214)&nbsp;953-5801 (phone)</B>



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="15%" align="center">



<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="15%" align="center">


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B> Title of Securities to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be Registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B> Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered (1)(2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share (3)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price (3)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Class&nbsp;A Common Stock, par value $0.01 per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,500,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">52.05</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">78,075,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9,892.10</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Class&nbsp;A Common Stock Purchase Rights</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">N/A</TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">N/A</TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">N/A</TD>
    <TD nowrap>(4)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the &#147;Act&#148;), this Registration Statement includes any additional shares of the registrant&#146;s Class&nbsp;A
Common Stock that may be issued pursuant to stock splits, stock dividends or similar transactions.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pursuant to Rule 416(c) under the Act, there is also being registered an indeterminate number of plan interests in the ACS Savings Plan.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and 457(h) under the Act, the offering price and registration fee are
based on a price of $52.05 per share, which price is an average of the high and low prices of the Class&nbsp;A Common Stock as reported by the New York Stock Exchange on
August&nbsp;2, 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The rights to purchase Class&nbsp;A Common Stock are attached to and trade with the Class&nbsp;A Common Stock. No additional registration fee is required pursuant to Rules
457(g) and 457(i) under the Act since no additional consideration will be received for the rights and the registrant is registering the rights in the same registration
statement as the securities being offered pursuant to the rights.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>


<P align="center" style="font-size: 10pt"><B>EXPLANATORY NOTE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement covers 1,500,000 additional shares of the
Class&nbsp;A Common Stock, $0.01 par value (&#147;Common Stock&#148;) of Affiliated Computer
Services, Inc. (the &#147;Company&#148;) issuable pursuant to the ACS Savings Plan,
formerly the Affiliated Computer Services, Inc. Savings Plan (the &#147;Plan&#148;), for
which a previously filed Registration Statement on Form S-8 is effective (the
&#147;Prior Registration Statement&#148;). Pursuant to Instruction E of Form S-8, the
contents of the Company&#146;s Prior Registration Statement on Form S-8, File No.
333-62030, as filed with the Securities and Exchange Commission (the
&#147;Commission&#148;) on May&nbsp;31, 2001, are incorporated herein by reference.


<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;1. Plan Information</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement (this &#147;Registration Statement&#148;) includes two
forms of prospectus. The documents constituting the prospectus under Part&nbsp;I of
this Registration Statement (the &#147;Plan Prospectus&#148;) will be sent or given to
participants in the Plan as specified by Rule&nbsp;428(b)(1) under the Securities
Act of 1933 (the &#147;Act&#148;), as amended. The second prospectus (the &#147;Resale
Prospectus&#148;) may be used in connection with reoffers and resales, made on a
delayed or continuous basis in the future, as provided by Rule&nbsp;415 under the
Act, of shares of Common Stock of the Company acquired by Plan participants
prior to or after the date of this Registration Statement. The Plan Prospectus
has been omitted from this Registration Statement as permitted by Part&nbsp;I of
Form S-8. The Resale Prospectus is filed as part of this Registration
Statement as required by Form S-8.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon written or oral request, the Company will provide, without charge,
the documents incorporated by reference in Item&nbsp;3 of Part&nbsp;II of this
Registration Statement. The documents are incorporated by reference in both
the Plan Prospectus and the Resale Prospectus. The Company will also provide,
without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b) under the Act. Requests for the
above mentioned information, should be directed in writing or by telephone to
Affiliated Computer Services, Inc., Attention: William L. Deckelman, Jr.,
Executive Vice President, Secretary and General Counsel, 2828 North Haskell
Avenue, Dallas, Texas 75204; telephone: (214)&nbsp;841-6111.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>RESALE PROSPECTUS</B>



<P align="center" style="font-size: 10pt"><B>AFFILIATED COMPUTER SERVICES, INC.<BR>
2828 NORTH HASKELL AVENUE<BR>
DALLAS, TEXAS 75204<BR>
(214)&nbsp;841-6111</B>



<P align="center" style="font-size: 10pt"><B>1,500,000 SHARES OF CLASS A COMMON STOCK</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This resale prospectus relates to the offer and sale of up to 1,500,000
shares of our Class&nbsp;A common stock from time to time by the selling
stockholders identified beginning on page 12 of this resale prospectus. The
Class&nbsp;A common stock is issuable to the selling stockholders from time to time
under the ACS Savings Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Class&nbsp;A common stock is traded on the New York Stock Exchange under
the symbol &#147;ACS.&#148; We will not receive any of the proceeds from the sales by
the selling stockholders. The Class&nbsp;A common stock may be sold from time to
time by the selling stockholders either directly in private transactions, or
through one or more brokers or dealers on the New York Stock Exchange, or any
other market or exchange on which the Class&nbsp;A common stock is quoted or listed
for trading, at such prices and upon such terms as may be obtainable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon any sale of the Class&nbsp;A common stock, the selling stockholders and
participating agents, brokers, dealers or market makers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933, as amended,
and commissions or discounts or any profit realized on the resale of such
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company will not receive any of the
proceeds from the sales by the selling stockholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No underwriter is being utilized in connection with this offering. We
will pay all expenses incurred in connection with this offering and the
preparation of this resale prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. PLEASE SEE &#147;RISK FACTORS&#148;
BEGINNING ON PAGE 6.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS RESALE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.


<P align="center" style="font-size: 10pt">The date of this Prospectus
is August&nbsp;5, 2004



<P align="center" style="font-size: 10pt">Page 2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>TABLE OF CONTENTS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#101"><B>WHERE YOU CAN FIND MORE INFORMATION</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>3</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#102"><B>INFORMATION INCORPORATED BY REFERENCE</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>4</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#103"><B>SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>5</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#104"><B>RISK FACTORS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>6</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#105"><B>USE OF PROCEEDS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>12</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#106"><B>SELLING STOCKHOLDERS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>12</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#107"><B>PLAN OF DISTRIBUTION</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>14</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#108"><B>LEGAL MATTERS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>15</B></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#109"><B>EXPERTS</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>15</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d17296exv4w5.htm">ACS Savings Plan</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d17296exv5.htm">Opinion/Consent of Jackson Walker L.L.P.</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d17296exv23w1.htm">Consent of PricewaterhouseCoopers LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d17296exv23w2.htm">Consent of Chapman, Hext & Co., P.C.</A></FONT></TD></TR>
</TABLE>
</DIV>


<DIV align="left">
<!-- /TOC -->
</DIV>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should only rely on the information incorporated by reference or
provided in this resale prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The Class&nbsp;A common
stock is not being offered in any state where the offer is not permitted. You
should not assume that the information in this resale prospectus or any
supplement is accurate as of any date other than the date on the front of this
resale prospectus or such supplement.

<DIV align="left">
<A name="101"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We file proxy statements and annual, quarterly and special reports with
the Securities and Exchange Commission (the &#147;Commission&#148;). You may read and
copy this information, for a copying fee, at the Commission&#146;s Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for more information on its public reference
rooms. Our Commission filings are also available to the public for a fee from
commercial document retrieval services and free of charge at the web site
maintained by the Commission at http://www.sec.gov. We also provide access to
these reports on our web site at www.acs-inc.com. Information on our web site
is not incorporated by reference in this resale prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Class&nbsp;A common stock is traded on the New York Stock Exchange and,
therefore, the information we file with the Commission may also be inspected at
the offices of the New York Stock Exchange, located at 20 Broad Street, New
York, NY 10005.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, to register with the Commission
the resale of the shares of


<P align="center" style="font-size: 10pt">Page 3
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">the Class&nbsp;A common stock described in this resale prospectus. This resale
prospectus is part of that registration statement, and provides you with a
general description of the shares of the Class common stock being registered,
but does not include all of the information you can find in the registration
statement or the exhibits. You should refer to the registration statement and
its exhibits for more information about us, and the shares of Class&nbsp;A common
stock being registered.

<DIV align="left">
<A name="102"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>INFORMATION INCORPORATED BY REFERENCE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Commission allows us to &#147;incorporate by reference&#148; information into
this resale prospectus, which means that we can disclose important information
to you by referring to another document filed separately by us with the
Commission. The information incorporated by reference is deemed to be part of
this resale prospectus, except for information superseded by this prospectus.
This resale prospectus incorporates by reference the documents set forth below
that we have previously filed with the Commission as of their respective filing
dates. These documents contain important information about us and our finances.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annual Report on Form 10-K for the year ended June&nbsp;30, 2003,
filed on September&nbsp;17, 2003;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annual Report of the ACS Savings Plan on Form 11-K for the
year ended December&nbsp;31, 2003, filed on June&nbsp;28, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Reports on Form 8-K, filed on August&nbsp;2, 2004* and
Form 8-K/A, filed on December&nbsp;9, 2003*;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Reports on Form 10-Q for the quarters ended
September&nbsp;30, 2003, December&nbsp;31, 2003 and March&nbsp;31, 2004, filed on
November&nbsp;14, 2003, February&nbsp;17, 2004 and May&nbsp;17, 2004, respectively;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The updated description of our Class&nbsp;A common stock,
contained in our Registration Statement on Form 8-A12B/A, filed
September&nbsp;26, 1994, including any amendment or report filed for the
purpose of updating such description; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The updated description of securities contained in our
Registration Statement on Form 8-A12B/A, filed on May&nbsp;19, 1999,
including any amendment or report filed for the purpose of updating
such description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are also incorporating by reference additional documents that we may
file with the Commission in the future under Section&nbsp;13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 prior to the termination of this
offering. Nothing in this resale prospectus shall be



<P>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="100%">* Indicates that Current Reports on Form 8-K submitted to the Commission
include information &#147;furnished&#148; pursuant to Item&nbsp;9 of Form 8-K. Pursuant to
General Instruction B of Form 8-K, such information is not deemed to
be &#147;filed&#148;
for the purpose of Section&nbsp;18 of the Securities Exchange Act of 1934. The
information furnished pursuant to Item&nbsp;9 in such reports is not subject to the
liabilities of Section&nbsp;18 of the Securities Exchange Act of 1934, is not
incorporated into this resale prospectus or the registration statement on Form
S-8 of which this is a part and we do not intend to incorporate any information
furnished pursuant to Item&nbsp;9 of Form 8-K into any filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934.</TD>
</TR>

</TABLE>


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<DIV style="font-family: 'Times New Roman',Times,serif">






<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">deemed to incorporate information furnished by us but not filed with the
Commission pursuant to Items 9 or 12 of Form 8-K. Any statements contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or replaced for purposes hereof to the extent that a
statement contained herein (or any other subsequently filed document which also
is incorporated or deemed to be incorporated by reference herein) modifies or
replaces such statement. Any statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If you are a stockholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through us or the
Commission. Documents incorporated by reference are available from us without
charge. Any person to whom this resale prospectus is delivered may obtain
documents incorporated by reference into this resale prospectus, other than
exhibits to the documents unless such exhibits are specifically incorporated by
reference in the documents, by requesting them in writing or by telephone from:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Affiliated Computer Services, Inc.</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Attention: William L. Deckelman, Jr.</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Executive Vice President, Secretary and General Counsel</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2828 North Haskell Avenue</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dallas, Texas 75204</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Telephone: (214)&nbsp;841-6111</DIV></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left">
<A name="103"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This resale prospectus and the documents incorporated by reference herein
contain &#147;forward looking statements&#148; within the meaning of the Private
Securities Litigation Reform Act of 1995 and the provisions of Section&nbsp;27A of
the Securities Act of 1933, as amended and Section&nbsp;21E of the Securities
Exchange Act of 1934, as amended (which Sections were adopted as part of
Private Securities Litigation Reform Act of 1995). While management has based
any forward-looking statements contained herein on its current expectations,
the information on which such expectations were based may change. These
forward-looking statements rely on a number of assumptions concerning future
events and are subject to a number of risks, uncertainties, and other factors,
many of which are outside of our control, that could cause actual results to
materially differ from such statements. Such risks, uncertainties, and other
factors include, but are not necessarily limited to, those set forth under the
caption &#147;Risk Factors.&#148; In addition, we operate in a highly competitive and
rapidly changing environment, and new risks may arise. Accordingly, investors
should not place any reliance on forward-looking statements as a prediction of
actual results. We disclaim any intention to, and undertake no obligation to,
update or revise any forward-looking statement.


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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="104"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>RISK FACTORS</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><I>Any investment in our Class&nbsp;A common stock involves a high degree of risk. You
should carefully consider the following information about risks, together with
other information contained in this resale prospectus, before making an
investment decision. Additional risks and uncertainties not known to us or
that we now believe to be immaterial could also impair our business. If any of
the following risks actually occur, our business, results of operations,
financial condition and liquidity could be adversely affected. As a result,
the market price of the Class&nbsp;A common stock could decline, and you may lose
all or a part of your investment in the Class&nbsp;A common stock. Some of the
risks that could cause our results to vary are discussed below.</I>


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Loss of, or reduction of business from, clients. </B>The loss of clients and/or the
reduction of volumes and services provided to our clients could materially
affect our revenues, profitability and cash flows. In addition, we incur a high
level of fixed costs related to our technology outsourcing and business process
outsourcing clients. Therefore the loss of any one of our significant clients
could leave us with a significantly higher level of fixed costs than is
necessary to serve our remaining clients, thereby reducing our revenues,
profitability and cash flow.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Termination of all or a part of a contract by a client or deterioration of the
financial condition of a client. </B>We may be required to make significant capital
investments in order to attract and retain large outsourcing agreements. The
termination of all or a part of a client contract or the deterioration of the
financial condition or prospects of a client has in the past, and may in the
future, result in an impairment of the net book value of the assets recorded,
including a portion of our intangible assets, and a reduction in our earnings
and cash flow.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Competition. </B>We expect to encounter additional competition as we address new
markets and new competitors enter our existing markets. If we are forced to
lower our pricing or if demand for our services decreases, our business,
financial condition, results of operations, and cash flow may be materially and
adversely affected. Some of our competitors have greater resources, and they
may be able to use their resources to adapt more quickly to new or emerging
technologies or to devote greater resources to the promotion and sale of their
products and services. In addition, we must frequently compete with a client&#146;s
own internal business process and information technology capabilities, which
may constitute a fixed cost for the client.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Difficulties in executing our acquisition strategy. </B>We intend to continue to
expand our business through the acquisition of complementary companies. We
cannot, however, make any assurances that we will be able to identify any
potential acquisition candidates or consummate any additional acquisitions or
that any future acquisitions will be successfully integrated or will be
advantageous to us. Without additional acquisitions, we are unlikely to
maintain historical total growth rates.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Failure to properly manage our operations and our growth. </B>We have rapidly
expanded our operations in recent years. We intend to continue expansion in the
foreseeable future to pursue existing and potential market opportunities. This
rapid growth places a significant demand on our management and operational
resources. In order to manage growth effectively, we must implement and improve
our operational systems, procedures, and controls on a timely basis. If


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">we fail to implement these systems, procedures and controls on a timely basis,
we may not be able to service our clients&#146; needs, hire and retain new
employees, pursue new business, complete future acquisitions or operate our
businesses effectively. We could also trigger contractual credits to clients.
Failure to properly transition new customers to our systems, properly budget
transition costs or accurately estimate new contract operational costs could
result in delays in our contract performance, trigger service level penalties
or result in contracts whose profit margins did not meet our expectations or
our historical profit margins. Failure to properly integrate acquired
operations could result in increased cost. As a result of any of these problems
associated with expansion, our business, financial condition, and results of
operations could be materially and adversely affected.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Government clients &#151; termination rights, audits and investigations. </B>A
substantial portion of our revenues are derived from contracts with state and
local governments and from contracts with the Department of Education.
Governments and their agencies may terminate most of these contracts at any
time, without cause. Also, our Department of Education contracts are subject to
the approval of appropriations being made by the United States Congress to fund
the expenditures to be made by the Federal government under these contracts.
Additionally, government contracts are generally subject to audits and
investigations by government agencies. If the government finds that we
improperly charged any costs to a contract, the costs are not reimbursable or,
if already reimbursed, the cost must be refunded to the government. If the
government discovers improper or illegal activities in the course of audits or
investigations, the contractor may be subject to various civil and criminal
penalties and administrative sanctions, which may include termination of
contracts, forfeiture of profits, suspension of payments, fines and suspensions
or debarment from doing business with the government. Any resulting penalties
or sanctions could have a material adverse effect on our business, financial
condition, results of operations and cash flow. Further, the negative publicity
that arises from findings in such audits, investigations or the penalties or
sanctions therefore could have an adverse effect on our reputation in the
industry and reduce our ability to compete for new contracts and may also have
a material adverse effect on our business, financial condition, results of
operations and cash flow.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Exercise of contract termination provisions and service level penalties. </B>Most
of our contracts with our clients permit termination in the event our
performance is not consistent with service levels specified in those contracts,
or provide for credits to our clients for failure to meet service levels. In
addition, if clients are not satisfied with our level of performance, our
reputation in the industry may suffer, which could materially and adversely
affect our business, financial condition, results of operations, and cash flow.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Pricing risks. </B>Some of our contracts contain provisions requiring that our
services be priced based on a pre-established standard or benchmark regardless
of the costs we incur in performing these services. Some of our contracts
contain pricing provisions that require the client to pay a set fee for our
services regardless of whether our costs to perform these services exceed the
amount of the set fee. Some of our contracts contain re-pricing provisions
which can result in reductions of our fees for performing our services. In such
situations, we are exposed to the risk that we may be unable to price our
services to levels that will permit recovery of our costs, and may adversely
affect our operating results and cash flow.


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Loss of significant software vendor relationships. </B>Our ability to service our
clients depends to a large extent on our use of various software programs that
we license from a small number of primary software vendors. If our significant
software vendors were to terminate or refuse to renew our contracts with them,
we might not be able to replace the related software programs and would be
unable to serve our clients, which could have a material adverse effect on our
business, revenues, profitability and cash flow.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Intellectual property infringement claims. </B>We rely heavily on the use of
intellectual property. We do not own the majority of the software that we use
to run our business; instead we license this software from a small number of
primary vendors. If these vendors assert claims that we or our clients are
infringing on their software or related intellectual property, we could incur
substantial costs to defend these claims, which could have a material effect on
our profitability and cash flow. In addition, if any of our vendors&#146;
infringement claims are ultimately successful, our vendors could require us (1)
to cease selling or using products or services that incorporate the challenged
software or technology, (2)&nbsp;to obtain a license or additional licenses from our
vendors, or (3)&nbsp;to redesign our products and services which rely on the
challenged software or technology. If we are unsuccessful in the defense of an
infringement claim and our vendors require us to initiate any of the above
actions, then such actions could have a material adverse effect on our
business, financial condition, results of operations and cash flow.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Rapid technological changes. </B>The markets for our information technology
services are subject to rapid technological changes and rapid changes in client
requirements. We may be unable to timely and successfully customize products
and services that incorporate new technology or to deliver the services and
products demanded by the marketplace.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Federal and State laws relating to individually identifiable information. </B>We
process and store information relating to identifiable individuals, both in our
role as a service provider and as an employer. As a result, we are subject to
numerous Federal and State laws and regulations designed to protect
individually identifiable information, including financial and health
information. For example, in 1996, Congress passed the Health Insurance
Portability and Accountability Act and as required therein, the Department of
Health and Human Services established regulations governing, among other
things, the privacy, security and electronic transmission of individually
identifiable health information. We have taken measures to comply with each of
those regulations on or before the required dates. Other Federal and State laws
apply to the processing of individually identifiable information as well, and
additional legislation may be enacted at any time. Failure to comply with these
types of laws may subject us to liability for monetary damages, fines and/or
criminal prosecution and may have a material adverse effect on our
profitability and cash flow.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Budget deficits at, or fluctuations in the number of requests for proposals
issued by, state and local governments and their agencies. </B>A substantial
portion of our revenues are derived from contracts with state and local
governments and their agencies. Currently, many state and local governments
that we have contracts with are facing potential budget deficits. Also, the
number of requests for proposals issued by state and local government agencies
is subject to fluctuation. It is unclear what impact, if any, these deficits
may have on our future business, revenues, results of operations and cash flow.


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>International risks. </B>Recently we have expanded our international operations and
from time to time may contemplate the acquisition of companies formed and
operating in foreign countries. International operations and acquisitions are
subject to a number of risks including, but not limited to the following -
fluctuations in foreign currency exchange rates; licensing and labor counsel
requirements; staffing key managerial positions; cultural differences;
integration of companies, their management, and operations, which are located
in distant locations; data privacy laws adopted by various countries in which
we do business, including but not limited to member states of the European
Union; general economic conditions in foreign countries; additional expenses
and risks inherent in conducting operations in geographically distant
locations; laws of those foreign countries; political instability; trade
restrictions such as tariffs and duties or other controls affecting foreign
operations, and other factors that may adversely affect our business, financial
condition and operating results.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Armed hostilities and terrorist attacks. </B>Terrorist attacks and further acts of
violence or war may cause major instability in the U.S. and other financial
markets in which we operate. In addition, armed hostilities and acts of
terrorism may directly impact our physical facilities and operations, which are
located in North America, Central America, South America, Europe, Africa,
Australia, Asia and the Middle East, or those of our clients. These
developments subject our worldwide operations to increased risks and, depending
on their magnitude, could have a material adverse effect on our business.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Failure to attract and retain necessary technical personnel and skilled
management and qualified subcontractors. </B>Our success depends to a significant
extent upon our ability to attract, retain and motivate highly skilled and
qualified personnel and to subcontract with qualified, competent
subcontractors. If we fail to attract, train, and retain, sufficient numbers of
these technically-skilled people or are unable to contract with qualified,
competent subcontractors, our business, financial condition, and results of
operations will be materially and adversely affected. Our success also depends
on the skills, experience, and performance of key members of our management
team and on qualified, competent subcontractors. The loss of any key employee
or the loss of a key subcontract relationship could have an adverse effect on
our business, financial condition, cash flow, results of operations and
prospects.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Servicing Risks. </B>We service (for various lenders and under various service
agreements) a portfolio of approximately $17.8&nbsp;billion of loans (as of March
31, 2004) made under the Federal Family Education Loan Program, which loans are
guaranteed by a Federal government agency. If a loan is in default, then a
claim is made upon the guarantor. If the guarantor denies the claim because of
a servicing error, then under certain of the servicing agreements we may be
required to purchase the loan from the lender. Upon purchase of the loan, we
attempt to cure the servicing errors and either sell the loan back to the
guarantor (which must occur within a specified period of time) or sell the loan
on the open market to a third party. We are subject to the risk that we may be
unable to cure the servicing errors or sell the loan on the open market. Our
reserves, which are based on historical information, may be inadequate if our
servicing performance results in the requirement that we repurchase a
substantial number of loans, which repurchase could have a material adverse
impact on our cash flow and profitability.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Disruption in Utility or Network Services. </B>Our services are dependent on the
companies providing electricity and other utilities to our operating
facilities, as well as network companies


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">providing connectivity to our facilities and clients. While there are backup
systems in many of our operating facilities, an extended outage of utility
services may have a material adverse effect on our operations, revenues, cash
flow and profitability.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Indemnification Risk. </B>Our contracts, including our agreements with respect to
divestitures, include various indemnification obligations. If we are required
to satisfy an indemnification obligation, that may have a material adverse
effect on our business, profitability and cash flow.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Darwin Deason has Substantial Control over our Company and can Affect Virtually
all Decisions Made by our Stockholders. </B>Darwin Deason beneficially owns
6,599,372 shares of Class&nbsp;B common stock and 2,593,861 shares of the Class&nbsp;A
common stock as of June&nbsp;30, 2004. Mr.&nbsp;Deason controls approximately 36.67% of
our total voting power (based on total shares of common stock outstanding as of
June&nbsp;30, 2004). As a result, Mr.&nbsp;Deason has the requisite voting power to
significantly affect virtually all of our decisions, including the power to
block corporate actions such as an amendment to most provisions of our
certificate of incorporation. In addition, Mr.&nbsp;Deason may significantly
influence the election of directors and any other action requiring stockholder
approval. Recommendations of our Nominating/Corporate Governance Committee of
the Board of Directors regarding director nominees are subject to the approval
of Mr.&nbsp;Deason pursuant to his employment agreement with us. Mr.&nbsp;Deason has an
employment agreement, with a term that currently ends on May&nbsp;18, 2008, provided
that such term shall automatically be extended for an additional year on May&nbsp;18
of each year, unless thirty days prior to May&nbsp;18 of any year, Mr.&nbsp;Deason gives
notice to us that he does not wish to extend the term or our Board of Directors
(upon a unanimous vote of the directors, except for Mr.&nbsp;Deason) gives notice to
Mr.&nbsp;Deason that it does not wish to extend the term.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Certain Provisions of our Certificate of Incorporation, Bylaws and Delaware Law
Could Deter Takeover Attempts. </B>Some provisions in our certificate of
incorporation and bylaws could delay, defer, prevent or make more difficult a
merger, tender offer, or proxy contest involving our capital stock. Our
stockholders might view transactions such as these as being in their best
interests because, for example, a change of control might result in a price
higher than the market price for shares of the Class&nbsp;A common stock. Among
other things, these provisions:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>require an 80% vote of the stockholders to amend some
provisions of our certificate of incorporation;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>require an 80% vote of the stockholders to amend some
provisions of our bylaws;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>permit only our Chairman, President or a majority of the
Board of Directors to call stockholder meetings;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>authorize our Board of Directors to issue up to 3,000,000
shares of preferred stock in series with the terms of each series to
be fixed by our Board of Directors;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>authorize our Board of Directors to issue Class&nbsp;B Common
Stock, which shares are entitled to ten votes per share;</TD>
</TR>

</TABLE>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>permit directors to be removed, with or without cause, only
by a vote of at least 80% of the combined voting power; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>specify advance notice requirements for stockholder proposals
and director nominations to be considered at a meeting of
stockholders.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, with some exceptions, Section&nbsp;203 of the Delaware General
Corporation Law restricts mergers and other business combinations between us
and any holder of 15% or more of our voting stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also have a stockholder rights plan. Under this plan, after the
occurrence of specified events, our stockholders will be able to buy stock from
us or our successor at reduced prices. These rights will not extend, however,
to persons participating in takeover attempts without the consent of our Board
of Directors. Accordingly, this plan could delay, defer or prevent a change of
control of our company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further, we have entered into severance agreements with certain of our
executive officers, which may have the effect of discouraging an unsolicited
takeover proposal.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Availability of Significant Amounts of our Class&nbsp;A Common Stock for Sale Could
Cause the Market Price of the Class&nbsp;A Common Stock to Decline. </B>There are a
substantial number of shares of our Class&nbsp;A common stock that may be issued and
subsequently sold under various employee benefit plans upon exercise of
employee stock options, and upon conversion of our Class&nbsp;B common stock. In
addition we have 500,000,000 authorized shares of Class&nbsp;A common stock. The
sale or issuance of additional shares of our Class&nbsp;A common stock could
adversely affect the prevailing market price of the Class&nbsp;A common stock.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>The Price of our Class&nbsp;A Common Stock may Fluctuate Significantly, which may
Result in Losses for Investors. </B>The market price for the Common Stock has been
and may continue to be volatile. For example, during the 52-week period ended
July&nbsp;30, 2004, the closing prices of the Class&nbsp;A common stock as reported on
the New York Stock Exchange ranged from a high of $57.96 per share to a low of
$43.61 per share. We expect our stock price to be subject to fluctuations as a
result of a variety of factors, including factors beyond our control. These
factors include and are not necessarily limited to:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>actual or anticipated variations in operating results from
guidance provided by us;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>announcements of technological innovations or new products or
services by us or our competitors;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>announcements relating to strategic relationships or
acquisitions;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in financial estimates or other statements by
securities analysts or research firms;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in general economic conditions;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>conditions or trends affecting the outsourcing industry; and</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">Page 11
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in the economic performance and/or market valuations
of other information technology companies.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because of this volatility, we may fail to meet the expectations of our
stockholders or of securities analysts at some time in the future, and our
stock price could decline as a result.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">In addition, the stock market has experienced significant price and volume
fluctuations that have particularly affected the trading prices of equity
securities of many high technology companies. These fluctuations have often
been unrelated or disproportionate to changes in the operating performance of
these companies. Any negative change in the public&#146;s perception of information
technology companies could depress our stock price regardless of our operating
results.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>Other Risks. </B>We have attempted to identify material risk factors currently
affecting our business and company. However, additional risks that we do not
yet know of, or that we currently think are immaterial, may occur or become
material. These risks could impair our business operations or adversely affect
revenues, cash flow or profitability.

<DIV align="left">
<A name="105"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>USE OF PROCEEDS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of the Class&nbsp;A
common stock by the selling stockholders to the public pursuant to this resale
prospectus. All proceeds from the sale of the Class&nbsp;A common stock by the
selling stockholders will be for the account of the selling stockholders.

<DIV align="left">
<A name="106"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>SELLING STOCKHOLDERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth certain information regarding the
beneficial ownership of our common stock owned by each selling stockholder as
of June&nbsp;30, 2004, the number of shares being offered for resale by each of the
selling stockholders and the number and percentage of shares of our common
stock that each selling stockholder will beneficially own after completion of
this offering, assuming that all shares that may be offered for resale are sold
and no other shares beneficially owned by the selling stockholders are sold.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percentage of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Class A</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Outstanding</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Class A</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Class A</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Class A</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Which May Be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned after the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock after</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name and Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>the Offering (1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offered (2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>the Offering</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Jeffrey A. Rich,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">342,371</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">407</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">341,964</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Director and Chief
Executive Officer
(3)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Mark A. King,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">287,158</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,170</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">284,988</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-0px">Director, President
and Chief Operating Officer&nbsp;(4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em; background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">John M. Brophy,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,426</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">167</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,259</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-0px">Executive Vice
President and Group
President &#150; ACS
State &#038; Local
Solutions&nbsp;(5)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">Page 12
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif"></DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percentage of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Class A</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Outstanding</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Class A</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>of Class A</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Class A</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Which May Be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned after the</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Stock after</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name and Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>the Offering (1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offered (2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>the Offering</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Harvey V. Braswell,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,752</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">370</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,382</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-0px">Executive Vice
President and Group
President &#150; ACS
State Healthcare
Solutions (6)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">William L.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,607</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,607</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Deckelman, Jr.,

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-0px">Executive Vice
President and
General Counsel (7)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Warren D. Edwards,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,200</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">326</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,874</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-0px">Executive Vice
President and Chief
Financial Officer
(8)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Donald G. Liedtke,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,582</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">314</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,268</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-0px">Executive Vice
President and Group
President (9)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">John Rexford,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,359</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,525</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-0px">Executive Vice
President (10)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</DIV></TABLE>





<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">* Indicates shares held are less than 1% of our Class&nbsp;A common stock.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><SUP>(1)</SUP> The percentage of shares beneficially owned is based upon 121,047,332
shares of Class&nbsp;A common stock outstanding as of June&nbsp;30, 2004.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><SUP>(2)</SUP> Does not constitute a commitment to sell any or all of the stated number of
shares of the Class&nbsp;A common stock. The number of shares of the Class&nbsp;A common
stock offered shall be determined from time to time by the selling stockholder
in his sole discretion.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><SUP>(3)</SUP> Includes 250,000 shares of Class&nbsp;A common stock, which are not outstanding,
but are subject to options exercisable within sixty days of June&nbsp;30, 2004; 407
shares of Class&nbsp;A common stock owned through the ACS 401(k) Plan; and 992
shares of Class&nbsp;A common stock owned through the ACS employee stock purchase
plan. Excludes 200,000 shares of Class&nbsp;A common stock which are vested, but
not exercisable under the terms of various stock option grants.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><SUP>(4)</SUP> Includes 186,000 shares of Class&nbsp;A common stock, which are not outstanding,
but are subject to options exercisable within sixty days of June&nbsp;30, 2004;
11,378 shares of Class&nbsp;A common stock owned by Mr.&nbsp;King&#146;s spouse (either
individually or through an IRA), to which Mr.&nbsp;King disclaims beneficial
ownership; 2,170 shares of Class&nbsp;A common stock owned through the ACS 401(k)
plan; 5,986 shares of Class&nbsp;A common stock owned by Mr.&nbsp;King through the ACS
employee stock purchase plan; and 4,000 shares of Class&nbsp;A common stock owned by
Mr.&nbsp;King in an IRA. Excludes 300,000 shares of Class&nbsp;A common stock which are
vested, but not exercisable under the terms of various stock option grants.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><SUP>(5)</SUP> Includes 167 shares of Class&nbsp;A common stock owned through the ACS 401(k)
Plan; and 1,259 shares of Class&nbsp;A common stock owned through the ACS employee
stock purchase plan.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><SUP>(6)</SUP> Includes 370 shares of Class&nbsp;A common stock owned through the ACS 401(k)
Plan; and 2,282 shares of Class&nbsp;A common stock owned through the ACS employee
stock purchase plan. Excludes 170,000 shares of Class&nbsp;A common stock which are
vested, but not exercisable under the terms of various stock option grants.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><SUP>(7)</SUP> Excludes 138,000 shares of Class&nbsp;A common stock which are vested, but not
exercisable under the terms of various stock option grants.


<P align="center" style="font-size: 10pt">Page 13
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><SUP>(8)</SUP> Includes 326 shares of Class&nbsp;A common stock owned through the ACS 401(k)
plan; and 2,874 shares of Class&nbsp;A common stock owned through the ACS employee
stock purchase plan. Excludes 128,000 shares of Class&nbsp;A common stock which are
vested, but not exercisable under the terms of various stock option grants.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><SUP>(9)</SUP> Includes 314 shares of Class&nbsp;A common stock owned through the ACS 401(k)
plan; and 1,268 shares of Class&nbsp;A common stock owned through the ACS employee
stock purchase plan.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><SUP>(10)</SUP> Includes 1,834 shares of Class&nbsp;A common stock owned through the ACS 401(k)
plan; 4,525 shares of Class&nbsp;A common stock owned through the ACS employee stock
purchase plan; and 1,000 shares of Class&nbsp;A common stock owned in an IRA.
Excludes 108,000 shares of Class&nbsp;A common stock which are vested, but not
exercisable under the terms of various stock option grants.

<DIV align="left">
<A name="107"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>PLAN OF DISTRIBUTION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of Class&nbsp;A common stock may be sold from time to time by the
selling stockholders, or by pledgees, donees, transferees or other successors
in interest. Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The shares of Class&nbsp;A common stock may be sold by one or more of
the following, without limitation:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker or dealer as principal and resale by
such broker or dealer or for its account pursuant to the resale
prospectus, as supplemented;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an exchange distribution in accordance with the rules of such
exchange; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the
broker solicits purchasers.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders and sales to and through other broker-dealers or
agents that participate with the selling stockholders in the sale of the shares
of Class&nbsp;A common stock may be deemed to be &#147;underwriters&#148; within the meaning
of the Securities Act of 1933 in connection with these sales. In that event,
any commissions received by the broker-dealers or agents and any profit on the
resale of the shares of Class&nbsp;A common stock purchased by them may be deemed to
be underwriting commissions or discounts under the Securities Act of 1933.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, any securities covered by this resale prospectus that qualify
for sale pursuant to Rule&nbsp;144 may be sold under Rule&nbsp;144 rather than pursuant
to this resale prospectus, as supplemented. From time to time, the selling
stockholders may engage in short sales, short sales against the box, puts and
calls and other transactions in our securities or derivatives thereof, and may
sell and deliver the shares in connection therewith. Sales may also take place
from time to time through brokers pursuant to pre-arranged sales plans intended
to qualify under Commission Rule&nbsp;10b5-1.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There is no assurance that the selling stockholders will sell all or any
portion of the shares of the Class&nbsp;A common stock covered by this resale
prospectus.


<P align="center" style="font-size: 10pt">Page 14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All expenses of registration of the Class&nbsp;A common stock, other than
commissions and discounts of underwriters, dealers or agents, shall be borne by
us. As and when we are required to update this resale prospectus, we may incur
additional expenses.

<DIV align="left">
<A name="108"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>LEGAL MATTERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the Common Stock issuable under the Plan has been passed
upon for us by Jackson Walker L.L.P., Dallas, Texas.

<DIV align="left">
<A name="109"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>EXPERTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements incorporated in this resale
prospectus by reference to the Annual Report on Form 10-K for the year ended
June&nbsp;30, 2003, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants and independent registered
public accounting firm, given on the authority of said firm as experts in
auditing and accounting.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial statements incorporated in this resale prospectus by reference to
the Annual Report on Form 11-K of the ACS Savings Plan for the year ended
December&nbsp;31, 2003, have been so incorporated in reliance on the report of
Chapman, Hext &#038; Co., P.C., independent accountants, given on the authority of
said firm as experts in auditing and accounting.


<P align="center" style="font-size: 10pt">Page 15
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the Commission are incorporated by
reference into this Registration Statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annual Report on Form 10-K for the year ended June&nbsp;30, 2003,
filed on September&nbsp;17, 2003;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annual Report of the ACS Savings Plan on Form 11-K for the
year ended December&nbsp;31, 2003, filed on June&nbsp;28, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Reports on Form 8-K, filed on August&nbsp;2, 2004* and
Form 8-K/A, filed on December&nbsp;9, 2003*;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Reports on Form 10-Q for the quarters ended
September&nbsp;30, 2003, December&nbsp;31, 2003 and March&nbsp;31, 2004, filed on
November&nbsp;14, 2003, February&nbsp;17, 2004 and May&nbsp;17, 2004, respectively;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The updated description of our Class&nbsp;A common stock,
contained in our Registration Statement on Form 8-A12B/A, filed
September&nbsp;26, 1994, including any amendment or report filed for the
purpose of updating such description; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The updated description of securities contained in our
Registration Statement on Form 8-A12B/A, filed on May&nbsp;19, 1999,
including any amendment or report filed for the purpose of updating
such description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, subsequent to the date of this Registration
Statement and prior to the termination of the offering to which it relates
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated by reference or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that the
statement is modified or superseded by any other subsequently filed document
which is incorporated or is deemed to be incorporated by reference herein. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. Nothing in
this Registration Statement shall be



<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="100%">* Indicates that Current Reports on Form 8-K submitted to the Commission
include information &#147;furnished&#148; pursuant to Item&nbsp;9 of Form 8-K. Pursuant to
General Instruction B of Form 8-K, such information is not deemed to
be &#147;filed&#148;
for the purpose of Section&nbsp;18 of the Securities Exchange Act of 1934. The
information furnished pursuant to Item&nbsp;9 in such reports is not subject to the
liabilities of Section&nbsp;18 of the Securities Exchange Act of 1934, is not
incorporated into this registration statement on Form S-8 and we do not intend
to incorporate any information furnished pursuant to Item&nbsp;9 of Form 8-K into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">Page 16
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<DIV style="font-family: 'Times New Roman',Times,serif">






<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">deemed to incorporate information furnished by us but not filed with the
Commission pursuant to Items 9 or 12 of Form 8-K.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;9 of our Second Amended and Restated Certificate of Incorporation,
as amended, provides for indemnification of directors and officers to the full
extent permitted under Delaware law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, partnership, joint venture, trust or other
enterprise, against expenses, judgments, fines and amounts paid in settlement
and reasonably incurred in connection with such action, suit or proceeding. The
power to indemnify applies only if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests, or not
opposed to the best interests, of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The power to indemnify applies to actions brought by or in the right of
the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication of liability unless the court,
in its discretion, believes that in light of all the circumstances
indemnification should apply.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bylaws provide for indemnification of our directors, officers and
certain non-officer employees under certain circumstances against expenses
(including attorneys&#146; fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was an officer or
employee of our company if such person acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of our
company and, with respect to criminal actions or proceedings, if such person
had no reasonable cause to believe their conduct was unlawful. Our Second
Amended and restated Certificate of Incorporation, as amended, also provides
that, to the fullest extent permitted by the Delaware General Corporation Law,
no director shall be personally liable to us or our stockholders for monetary
damages resulting from breaches of their fiduciary duty as directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may advance expenses for the defense of any action for which
indemnification may be available under certain circumstances. The general
effect of the foregoing provisions may be to reduce the circumstances under
which an officer or director may be required to bear the economic burden of the
foregoing liabilities and expenses. Directors and officers will be covered by
liability insurance indemnifying them against damages arising out of certain
kinds of claims which might be made against them based on their negligent acts
or omissions while acting in their capacity as such.


<P align="center" style="font-size: 10pt">Page 17
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have directors&#146; and officers&#146; liability insurance for the benefit of
our directors and officers. We have also entered into indemnification
agreements with each of our directors and executive officers, consistent with
the Delaware General Corporation Law, our Second Amended and Restated
Certificate of Incorporation, as amended, and our bylaws.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents are filed as exhibits to the Registration
Statement:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Incorporation of the Company (filed as Exhibit&nbsp;3.1 to our
Registration Statement on Form&nbsp;S-3, filed March&nbsp;30, 2001, File No.&nbsp;333-58038
and incorporated herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate Of Correction to Certificate of Amendment of the Company, dated
August&nbsp;30, 2001 (filed as Exhibit&nbsp;3.2 to our Annual Report on Form&nbsp;10-K,
filed September&nbsp;17, 2003 and incorporated herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of the Company, as amended and in effect on September&nbsp;11, 2003 (filed
as Exhibit&nbsp;3.3 to our Quarterly Report on Form&nbsp;10-Q, filed February&nbsp;17, 2004
and incorporated herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of New Class&nbsp;A Common Stock Certificate (filed as Exhibit&nbsp;4.3 to our
Registration Statement on Form&nbsp;S-1, filed May&nbsp;26, 1994, File No.&nbsp;33-79394
and incorporated herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">ACS Savings Plan, amended and restated effective July&nbsp;1, 2004.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Rights Agreement, dated April&nbsp;2, 1999, between the
Company and First City Transfer Company, as Rights Agent (filed as Exhibit
4.1 to our Current Report on Form&nbsp;8-K, filed May&nbsp;19, 1999 and incorporated
herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;1 to Amended and Restated Rights Agreement, dated as of
February&nbsp;5, 2002, by and between the Company and First City Transfer Company
(filed as Exhibit&nbsp;4.1 to our Current Report on Form&nbsp;8-K, filed February&nbsp;6,
2002 and incorporated herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Rights Certificate (included as Exhibit&nbsp;A to the Amended and
Restated Rights Agreement (Exhibit&nbsp;4.7)).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Jackson Walker L.L.P.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Chapman, Hext &#038; Co., P.C.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Jackson Walker L.L.P. (included in opinion filed as Exhibit&nbsp;5)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page of this Registration Statement)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Filed herewith</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">Page 18
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">






<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to include any prospectus required by Section
10(a)(3) of the Securities Act;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20&nbsp;percent change in the maximum aggregate offering
price set forth in the &#147;Calculation of Registration Fee&#148; table
in the effective Registration Statement; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><I>&nbsp;</I></TD>
    <TD width="1%"><I>&nbsp;</I></TD>
    <TD><I>provided however, </I>that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the registrant
pursuant to Section&nbsp;13 or 15(g) of the Exchange Act that are
incorporated by reference to the Registration Statement.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>that, for the purpose of determining any liability under the
Securities Act, each such post effective amendment shall be deemed
to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial <I>bona fide </I>offering thereof; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to remove from registration by means of a post effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan&#146;s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial <I>bona fide </I>offering thereof.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">Page 19
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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">Page 20
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>


<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, State of Texas, on August 3, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">AFFILIATED COMPUTER SERVICES, INC.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;/s/ WILLIAM L. DECKELMAN, JR.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade width="100%" align="left"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">William L. Deckelman, Jr.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President and General
Counsel</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>ACS Savings Plan</I>. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Dallas, State of Texas,
on August 3, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="11%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">ACS SAVINGS PLAN</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">By: Affiliated Computer Services, Inc. Plan Administrator</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;/s/ LORA VILLAREAL</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade width="100%" align="left"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lora Villareal</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and Chief</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">People Officer; Administrative Committee Member</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below authorizes William L. Deckelman,
Jr., to execute in the name of each such person who is then an officer or
director of the Registrant, and to file any amendments (including
post-effective amendments) to this Registration Statement necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Commission, in
respect thereof, in connection with the registration of the securities which
are the subject of this Registration Statement, which amendments may make such
changes in such Registration Statement as such attorney may deem appropriate.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="29%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" nowrap valign="top">/s/ DARWIN DEASON<BR>
<HR size="1" noshade>
Darwin Deason</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman of the Board
and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>August 3, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ JEFFREY A. RICH<BR>
<HR size="1" noshade>
Jeffrey A. Rich</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chief Executive
Officer and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 3, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ MARK A. KING<BR>
<HR size="1" noshade>
Mark A. King</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
President, Chief
Operating Officer and
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 3, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ WARREN D. EDWARDS<BR>
<HR size="1" noshade>
Warren D. Edwards</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Executive Vice
President and Chief
Financial Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 3, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ FRANK A. ROSSI<BR>
<HR size="1" noshade>
Frank A. Rossi</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 3, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ WILLIAM L.DECKELMAN, JR.<BR>
<HR size="1" noshade>
William L. Deckelman, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Executive Vice
President, Secretary
and General Counsel
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 3, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ JOSEPH P. O&#146;NEILL<BR>
<HR size="1" noshade>
Joseph P. O&#146;Neill</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 3, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ J. LIVINGSTON KOSBERG<BR>
<HR size="1" noshade>
J. Livingston Kosberg</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 3, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ DENNIS MCCUISTION<BR>
<HR size="1" noshade>
Dennis McCuistion</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 3, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ CHARLES E. MCDONALD<BR>
<HR size="1" noshade>
Charles E. McDonald</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Senior Vice President
and Chief Accounting
Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 3, 2004</TD>
</TR>

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</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>EXHIBITS<BR>
INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Incorporation of the Company (filed as Exhibit&nbsp;3.1 to our
Registration Statement on Form&nbsp;S-3, filed March&nbsp;30, 2001, File No.&nbsp;333-58038
and incorporated herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate Of Correction to Certificate of Amendment of the Company, dated
August&nbsp;30, 2001 (filed as Exhibit&nbsp;3.2 to our Annual Report on Form&nbsp;10-K,
filed September&nbsp;17, 2003 and incorporated herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of the Company, as amended and in effect on September&nbsp;11, 2003 (filed
as Exhibit&nbsp;3.3 to our Quarterly Report on Form&nbsp;10-Q, filed February&nbsp;17, 2004
and incorporated herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of New Class&nbsp;A Common Stock Certificate (filed as Exhibit&nbsp;4.3 to our
Registration Statement on Form&nbsp;S-1, filed May&nbsp;26, 1994, File No.&nbsp;33-79394
and incorporated herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">ACS Savings Plan, amended and restated effective July&nbsp;1, 2004.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Rights Agreement, dated April&nbsp;2, 1999, between the
Company and First City Transfer Company, as Rights Agent (filed as Exhibit
4.1 to our Current Report on Form&nbsp;8-K, filed May&nbsp;19, 1999 and incorporated
herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;1 to Amended and Restated Rights Agreement, dated as of
February&nbsp;5, 2002, by and between the Company and First City Transfer Company
(filed as Exhibit&nbsp;4.1 to our Current Report on Form&nbsp;8-K, filed February&nbsp;6,
2002 and incorporated herein by reference).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Rights Certificate (included as Exhibit&nbsp;A to the Amended and
Restated Rights Agreement (Exhibit&nbsp;4.7)).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Jackson Walker L.L.P.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Chapman, Hext &#038; Co., P.C.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Jackson Walker L.L.P. (included in opinion filed as Exhibit&nbsp;5)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on signature page of this Registration Statement)</TD>
</TR>

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<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Filed herewith</TD>
</TR>

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</HTML>
[{"type": "S-8", "sequence": "1", "filename": "d17296sv8.htm", "description": "FORM S-8", "secsgml_size_bytes": 133464}]
{"company-data": {"conformed-name": "AFFILIATED COMPUTER SERVICES INC", "cik": "0000002135", "assigned-sic": "7374", "irs-number": "510310342", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117941", "film-number": "04952597"}, "business-address": {"street1": "2828 N HASKELL AVE", "street2": "PO BOX 219002", "city": "DALLAS", "state": "TX", "zip": "75204", "phone": "2148416111"}, "mail-address": {"street1": "2828 N HASKELL", "city": "DALLAS", "state": "TX", "zip": "75204"}, "former-company": [{"former-conformed-name": "ACS INVESTORS INC", "date-changed": "19940603"}, {"former-conformed-name": "AFFILIATED COMPUTER SYSTEMS INC", "date-changed": "19721130"}]}
sv8
Table of Contents
As filed with the
Securities and Exchange Commission on August 5, 2004
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act Of 1933
AFFILIATED COMPUTER SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
51-0310342
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification number)
2828 North Haskell Avenue
Dallas, Texas 75204
(Address, including zip code, of principal executive offices)
ACS Savings Plan
(Full title of the Plan)
William L. Deckelman, Jr., Esq.
Executive Vice President, Secretary and General Counsel
Affiliated Computer Services, Inc.
2828 North Haskell Avenue
Dallas, Texas 75204
(214) 841-6111 (phone)
(Name, address and telephone number, including area code, of agent for service)
Copy to:
James S. Ryan, III
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
(214) 953-5801 (phone)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities to be
Amount to be Registered
Offering Price per
Aggregate Offering
Amount of
Registered
Registered (1)(2)
Share (3)
Price (3)
Registration Fee
Class A Common Stock, par value $0.01 per share
1,500,000
$
52.05
$
78,075,000
$
9,892.10
Class A Common Stock Purchase Rights
(4
)
N/A
(4)
N/A
(4)
N/A
(4)
(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Act"), this Registration Statement includes any additional shares of the registrant's Class A
Common Stock that may be issued pursuant to stock splits, stock dividends or similar transactions.
(2)
Pursuant to Rule 416(c) under the Act, there is also being registered an indeterminate number of plan interests in the ACS Savings Plan.
(3)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and 457(h) under the Act, the offering price and registration fee are
based on a price of $52.05 per share, which price is an average of the high and low prices of the Class A Common Stock as reported by the New York Stock Exchange on
August 2, 2004.
(4)
The rights to purchase Class A Common Stock are attached to and trade with the Class A Common Stock. No additional registration fee is required pursuant to Rules
457(g) and 457(i) under the Act since no additional consideration will be received for the rights and the registrant is registering the rights in the same registration
statement as the securities being offered pursuant to the rights.
Table of Contents
EXPLANATORY NOTE
This Registration Statement covers 1,500,000 additional shares of the
Class A Common Stock, $0.01 par value ("Common Stock") of Affiliated Computer
Services, Inc. (the "Company") issuable pursuant to the ACS Savings Plan,
formerly the Affiliated Computer Services, Inc. Savings Plan (the "Plan"), for
which a previously filed Registration Statement on Form S-8 is effective (the
"Prior Registration Statement"). Pursuant to Instruction E of Form S-8, the
contents of the Company's Prior Registration Statement on Form S-8, File No.
333-62030, as filed with the Securities and Exchange Commission (the
"Commission") on May 31, 2001, are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This registration statement (this "Registration Statement") includes two
forms of prospectus. The documents constituting the prospectus under Part I of
this Registration Statement (the "Plan Prospectus") will be sent or given to
participants in the Plan as specified by Rule 428(b)(1) under the Securities
Act of 1933 (the "Act"), as amended. The second prospectus (the "Resale
Prospectus") may be used in connection with reoffers and resales, made on a
delayed or continuous basis in the future, as provided by Rule 415 under the
Act, of shares of Common Stock of the Company acquired by Plan participants
prior to or after the date of this Registration Statement. The Plan Prospectus
has been omitted from this Registration Statement as permitted by Part I of
Form S-8. The Resale Prospectus is filed as part of this Registration
Statement as required by Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, the Company will provide, without charge,
the documents incorporated by reference in Item 3 of Part II of this
Registration Statement. The documents are incorporated by reference in both
the Plan Prospectus and the Resale Prospectus. The Company will also provide,
without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b) under the Act. Requests for the
above mentioned information, should be directed in writing or by telephone to
Affiliated Computer Services, Inc., Attention: William L. Deckelman, Jr.,
Executive Vice President, Secretary and General Counsel, 2828 North Haskell
Avenue, Dallas, Texas 75204; telephone: (214) 841-6111.
Table of Contents
RESALE PROSPECTUS
AFFILIATED COMPUTER SERVICES, INC.
2828 NORTH HASKELL AVENUE
DALLAS, TEXAS 75204
(214) 841-6111
1,500,000 SHARES OF CLASS A COMMON STOCK
This resale prospectus relates to the offer and sale of up to 1,500,000
shares of our Class A common stock from time to time by the selling
stockholders identified beginning on page 12 of this resale prospectus. The
Class A common stock is issuable to the selling stockholders from time to time
under the ACS Savings Plan.
Our Class A common stock is traded on the New York Stock Exchange under
the symbol "ACS." We will not receive any of the proceeds from the sales by
the selling stockholders. The Class A common stock may be sold from time to
time by the selling stockholders either directly in private transactions, or
through one or more brokers or dealers on the New York Stock Exchange, or any
other market or exchange on which the Class A common stock is quoted or listed
for trading, at such prices and upon such terms as may be obtainable.
Upon any sale of the Class A common stock, the selling stockholders and
participating agents, brokers, dealers or market makers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933, as amended,
and commissions or discounts or any profit realized on the resale of such
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company will not receive any of the
proceeds from the sales by the selling stockholders.
No underwriter is being utilized in connection with this offering. We
will pay all expenses incurred in connection with this offering and the
preparation of this resale prospectus.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. PLEASE SEE "RISK FACTORS"
BEGINNING ON PAGE 6.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS RESALE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus
is August 5, 2004
Page 2
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
3
INFORMATION INCORPORATED BY REFERENCE
4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
5
RISK FACTORS
6
USE OF PROCEEDS
12
SELLING STOCKHOLDERS
12
PLAN OF DISTRIBUTION
14
LEGAL MATTERS
15
EXPERTS
15
ACS Savings Plan
Opinion/Consent of Jackson Walker L.L.P.
Consent of PricewaterhouseCoopers LLP
Consent of Chapman, Hext & Co., P.C.
You should only rely on the information incorporated by reference or
provided in this resale prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The Class A common
stock is not being offered in any state where the offer is not permitted. You
should not assume that the information in this resale prospectus or any
supplement is accurate as of any date other than the date on the front of this
resale prospectus or such supplement.
WHERE YOU CAN FIND MORE INFORMATION
We file proxy statements and annual, quarterly and special reports with
the Securities and Exchange Commission (the "Commission"). You may read and
copy this information, for a copying fee, at the Commission's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for more information on its public reference
rooms. Our Commission filings are also available to the public for a fee from
commercial document retrieval services and free of charge at the web site
maintained by the Commission at http://www.sec.gov. We also provide access to
these reports on our web site at www.acs-inc.com. Information on our web site
is not incorporated by reference in this resale prospectus.
Our Class A common stock is traded on the New York Stock Exchange and,
therefore, the information we file with the Commission may also be inspected at
the offices of the New York Stock Exchange, located at 20 Broad Street, New
York, NY 10005.
We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, to register with the Commission
the resale of the shares of
Page 3
Table of Contents
the Class A common stock described in this resale prospectus. This resale
prospectus is part of that registration statement, and provides you with a
general description of the shares of the Class common stock being registered,
but does not include all of the information you can find in the registration
statement or the exhibits. You should refer to the registration statement and
its exhibits for more information about us, and the shares of Class A common
stock being registered.
INFORMATION INCORPORATED BY REFERENCE
The Commission allows us to "incorporate by reference" information into
this resale prospectus, which means that we can disclose important information
to you by referring to another document filed separately by us with the
Commission. The information incorporated by reference is deemed to be part of
this resale prospectus, except for information superseded by this prospectus.
This resale prospectus incorporates by reference the documents set forth below
that we have previously filed with the Commission as of their respective filing
dates. These documents contain important information about us and our finances.
(1)
Annual Report on Form 10-K for the year ended June 30, 2003,
filed on September 17, 2003;
(2)
Annual Report of the ACS Savings Plan on Form 11-K for the
year ended December 31, 2003, filed on June 28, 2004;
(3)
Current Reports on Form 8-K, filed on August 2, 2004* and
Form 8-K/A, filed on December 9, 2003*;
(4)
Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2003, December 31, 2003 and March 31, 2004, filed on
November 14, 2003, February 17, 2004 and May 17, 2004, respectively;
(5)
The updated description of our Class A common stock,
contained in our Registration Statement on Form 8-A12B/A, filed
September 26, 1994, including any amendment or report filed for the
purpose of updating such description; and
(6)
The updated description of securities contained in our
Registration Statement on Form 8-A12B/A, filed on May 19, 1999,
including any amendment or report filed for the purpose of updating
such description.
We are also incorporating by reference additional documents that we may
file with the Commission in the future under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 prior to the termination of this
offering. Nothing in this resale prospectus shall be
* Indicates that Current Reports on Form 8-K submitted to the Commission
include information "furnished" pursuant to Item 9 of Form 8-K. Pursuant to
General Instruction B of Form 8-K, such information is not deemed to
be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934. The
information furnished pursuant to Item 9 in such reports is not subject to the
liabilities of Section 18 of the Securities Exchange Act of 1934, is not
incorporated into this resale prospectus or the registration statement on Form
S-8 of which this is a part and we do not intend to incorporate any information
furnished pursuant to Item 9 of Form 8-K into any filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934.
Page 4
Table of Contents
deemed to incorporate information furnished by us but not filed with the
Commission pursuant to Items 9 or 12 of Form 8-K. Any statements contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or replaced for purposes hereof to the extent that a
statement contained herein (or any other subsequently filed document which also
is incorporated or deemed to be incorporated by reference herein) modifies or
replaces such statement. Any statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part hereof.
If you are a stockholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through us or the
Commission. Documents incorporated by reference are available from us without
charge. Any person to whom this resale prospectus is delivered may obtain
documents incorporated by reference into this resale prospectus, other than
exhibits to the documents unless such exhibits are specifically incorporated by
reference in the documents, by requesting them in writing or by telephone from:
Affiliated Computer Services, Inc.
Attention: William L. Deckelman, Jr.
Executive Vice President, Secretary and General Counsel
2828 North Haskell Avenue
Dallas, Texas 75204
Telephone: (214) 841-6111
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This resale prospectus and the documents incorporated by reference herein
contain "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and the provisions of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended (which Sections were adopted as part of
Private Securities Litigation Reform Act of 1995). While management has based
any forward-looking statements contained herein on its current expectations,
the information on which such expectations were based may change. These
forward-looking statements rely on a number of assumptions concerning future
events and are subject to a number of risks, uncertainties, and other factors,
many of which are outside of our control, that could cause actual results to
materially differ from such statements. Such risks, uncertainties, and other
factors include, but are not necessarily limited to, those set forth under the
caption "Risk Factors." In addition, we operate in a highly competitive and
rapidly changing environment, and new risks may arise. Accordingly, investors
should not place any reliance on forward-looking statements as a prediction of
actual results. We disclaim any intention to, and undertake no obligation to,
update or revise any forward-looking statement.
Page 5
Table of Contents
RISK FACTORS
Any investment in our Class A common stock involves a high degree of risk. You
should carefully consider the following information about risks, together with
other information contained in this resale prospectus, before making an
investment decision. Additional risks and uncertainties not known to us or
that we now believe to be immaterial could also impair our business. If any of
the following risks actually occur, our business, results of operations,
financial condition and liquidity could be adversely affected. As a result,
the market price of the Class A common stock could decline, and you may lose
all or a part of your investment in the Class A common stock. Some of the
risks that could cause our results to vary are discussed below.
Loss of, or reduction of business from, clients.
The loss of clients and/or the
reduction of volumes and services provided to our clients could materially
affect our revenues, profitability and cash flows. In addition, we incur a high
level of fixed costs related to our technology outsourcing and business process
outsourcing clients. Therefore the loss of any one of our significant clients
could leave us with a significantly higher level of fixed costs than is
necessary to serve our remaining clients, thereby reducing our revenues,
profitability and cash flow.
Termination of all or a part of a contract by a client or deterioration of the
financial condition of a client.
We may be required to make significant capital
investments in order to attract and retain large outsourcing agreements. The
termination of all or a part of a client contract or the deterioration of the
financial condition or prospects of a client has in the past, and may in the
future, result in an impairment of the net book value of the assets recorded,
including a portion of our intangible assets, and a reduction in our earnings
and cash flow.
Competition.
We expect to encounter additional competition as we address new
markets and new competitors enter our existing markets. If we are forced to
lower our pricing or if demand for our services decreases, our business,
financial condition, results of operations, and cash flow may be materially and
adversely affected. Some of our competitors have greater resources, and they
may be able to use their resources to adapt more quickly to new or emerging
technologies or to devote greater resources to the promotion and sale of their
products and services. In addition, we must frequently compete with a client's
own internal business process and information technology capabilities, which
may constitute a fixed cost for the client.
Difficulties in executing our acquisition strategy.
We intend to continue to
expand our business through the acquisition of complementary companies. We
cannot, however, make any assurances that we will be able to identify any
potential acquisition candidates or consummate any additional acquisitions or
that any future acquisitions will be successfully integrated or will be
advantageous to us. Without additional acquisitions, we are unlikely to
maintain historical total growth rates.
Failure to properly manage our operations and our growth.
We have rapidly
expanded our operations in recent years. We intend to continue expansion in the
foreseeable future to pursue existing and potential market opportunities. This
rapid growth places a significant demand on our management and operational
resources. In order to manage growth effectively, we must implement and improve
our operational systems, procedures, and controls on a timely basis. If
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we fail to implement these systems, procedures and controls on a timely basis,
we may not be able to service our clients' needs, hire and retain new
employees, pursue new business, complete future acquisitions or operate our
businesses effectively. We could also trigger contractual credits to clients.
Failure to properly transition new customers to our systems, properly budget
transition costs or accurately estimate new contract operational costs could
result in delays in our contract performance, trigger service level penalties
or result in contracts whose profit margins did not meet our expectations or
our historical profit margins. Failure to properly integrate acquired
operations could result in increased cost. As a result of any of these problems
associated with expansion, our business, financial condition, and results of
operations could be materially and adversely affected.
Government clients — termination rights, audits and investigations.
A
substantial portion of our revenues are derived from contracts with state and
local governments and from contracts with the Department of Education.
Governments and their agencies may terminate most of these contracts at any
time, without cause. Also, our Department of Education contracts are subject to
the approval of appropriations being made by the United States Congress to fund
the expenditures to be made by the Federal government under these contracts.
Additionally, government contracts are generally subject to audits and
investigations by government agencies. If the government finds that we
improperly charged any costs to a contract, the costs are not reimbursable or,
if already reimbursed, the cost must be refunded to the government. If the
government discovers improper or illegal activities in the course of audits or
investigations, the contractor may be subject to various civil and criminal
penalties and administrative sanctions, which may include termination of
contracts, forfeiture of profits, suspension of payments, fines and suspensions
or debarment from doing business with the government. Any resulting penalties
or sanctions could have a material adverse effect on our business, financial
condition, results of operations and cash flow. Further, the negative publicity
that arises from findings in such audits, investigations or the penalties or
sanctions therefore could have an adverse effect on our reputation in the
industry and reduce our ability to compete for new contracts and may also have
a material adverse effect on our business, financial condition, results of
operations and cash flow.
Exercise of contract termination provisions and service level penalties.
Most
of our contracts with our clients permit termination in the event our
performance is not consistent with service levels specified in those contracts,
or provide for credits to our clients for failure to meet service levels. In
addition, if clients are not satisfied with our level of performance, our
reputation in the industry may suffer, which could materially and adversely
affect our business, financial condition, results of operations, and cash flow.
Pricing risks.
Some of our contracts contain provisions requiring that our
services be priced based on a pre-established standard or benchmark regardless
of the costs we incur in performing these services. Some of our contracts
contain pricing provisions that require the client to pay a set fee for our
services regardless of whether our costs to perform these services exceed the
amount of the set fee. Some of our contracts contain re-pricing provisions
which can result in reductions of our fees for performing our services. In such
situations, we are exposed to the risk that we may be unable to price our
services to levels that will permit recovery of our costs, and may adversely
affect our operating results and cash flow.
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Loss of significant software vendor relationships.
Our ability to service our
clients depends to a large extent on our use of various software programs that
we license from a small number of primary software vendors. If our significant
software vendors were to terminate or refuse to renew our contracts with them,
we might not be able to replace the related software programs and would be
unable to serve our clients, which could have a material adverse effect on our
business, revenues, profitability and cash flow.
Intellectual property infringement claims.
We rely heavily on the use of
intellectual property. We do not own the majority of the software that we use
to run our business; instead we license this software from a small number of
primary vendors. If these vendors assert claims that we or our clients are
infringing on their software or related intellectual property, we could incur
substantial costs to defend these claims, which could have a material effect on
our profitability and cash flow. In addition, if any of our vendors'
infringement claims are ultimately successful, our vendors could require us (1)
to cease selling or using products or services that incorporate the challenged
software or technology, (2) to obtain a license or additional licenses from our
vendors, or (3) to redesign our products and services which rely on the
challenged software or technology. If we are unsuccessful in the defense of an
infringement claim and our vendors require us to initiate any of the above
actions, then such actions could have a material adverse effect on our
business, financial condition, results of operations and cash flow.
Rapid technological changes.
The markets for our information technology
services are subject to rapid technological changes and rapid changes in client
requirements. We may be unable to timely and successfully customize products
and services that incorporate new technology or to deliver the services and
products demanded by the marketplace.
Federal and State laws relating to individually identifiable information.
We
process and store information relating to identifiable individuals, both in our
role as a service provider and as an employer. As a result, we are subject to
numerous Federal and State laws and regulations designed to protect
individually identifiable information, including financial and health
information. For example, in 1996, Congress passed the Health Insurance
Portability and Accountability Act and as required therein, the Department of
Health and Human Services established regulations governing, among other
things, the privacy, security and electronic transmission of individually
identifiable health information. We have taken measures to comply with each of
those regulations on or before the required dates. Other Federal and State laws
apply to the processing of individually identifiable information as well, and
additional legislation may be enacted at any time. Failure to comply with these
types of laws may subject us to liability for monetary damages, fines and/or
criminal prosecution and may have a material adverse effect on our
profitability and cash flow.
Budget deficits at, or fluctuations in the number of requests for proposals
issued by, state and local governments and their agencies.
A substantial
portion of our revenues are derived from contracts with state and local
governments and their agencies. Currently, many state and local governments
that we have contracts with are facing potential budget deficits. Also, the
number of requests for proposals issued by state and local government agencies
is subject to fluctuation. It is unclear what impact, if any, these deficits
may have on our future business, revenues, results of operations and cash flow.
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International risks.
Recently we have expanded our international operations and
from time to time may contemplate the acquisition of companies formed and
operating in foreign countries. International operations and acquisitions are
subject to a number of risks including, but not limited to the following -
fluctuations in foreign currency exchange rates; licensing and labor counsel
requirements; staffing key managerial positions; cultural differences;
integration of companies, their management, and operations, which are located
in distant locations; data privacy laws adopted by various countries in which
we do business, including but not limited to member states of the European
Union; general economic conditions in foreign countries; additional expenses
and risks inherent in conducting operations in geographically distant
locations; laws of those foreign countries; political instability; trade
restrictions such as tariffs and duties or other controls affecting foreign
operations, and other factors that may adversely affect our business, financial
condition and operating results.
Armed hostilities and terrorist attacks.
Terrorist attacks and further acts of
violence or war may cause major instability in the U.S. and other financial
markets in which we operate. In addition, armed hostilities and acts of
terrorism may directly impact our physical facilities and operations, which are
located in North America, Central America, South America, Europe, Africa,
Australia, Asia and the Middle East, or those of our clients. These
developments subject our worldwide operations to increased risks and, depending
on their magnitude, could have a material adverse effect on our business.
Failure to attract and retain necessary technical personnel and skilled
management and qualified subcontractors.
Our success depends to a significant
extent upon our ability to attract, retain and motivate highly skilled and
qualified personnel and to subcontract with qualified, competent
subcontractors. If we fail to attract, train, and retain, sufficient numbers of
these technically-skilled people or are unable to contract with qualified,
competent subcontractors, our business, financial condition, and results of
operations will be materially and adversely affected. Our success also depends
on the skills, experience, and performance of key members of our management
team and on qualified, competent subcontractors. The loss of any key employee
or the loss of a key subcontract relationship could have an adverse effect on
our business, financial condition, cash flow, results of operations and
prospects.
Servicing Risks.
We service (for various lenders and under various service
agreements) a portfolio of approximately $17.8 billion of loans (as of March
31, 2004) made under the Federal Family Education Loan Program, which loans are
guaranteed by a Federal government agency. If a loan is in default, then a
claim is made upon the guarantor. If the guarantor denies the claim because of
a servicing error, then under certain of the servicing agreements we may be
required to purchase the loan from the lender. Upon purchase of the loan, we
attempt to cure the servicing errors and either sell the loan back to the
guarantor (which must occur within a specified period of time) or sell the loan
on the open market to a third party. We are subject to the risk that we may be
unable to cure the servicing errors or sell the loan on the open market. Our
reserves, which are based on historical information, may be inadequate if our
servicing performance results in the requirement that we repurchase a
substantial number of loans, which repurchase could have a material adverse
impact on our cash flow and profitability.
Disruption in Utility or Network Services.
Our services are dependent on the
companies providing electricity and other utilities to our operating
facilities, as well as network companies
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providing connectivity to our facilities and clients. While there are backup
systems in many of our operating facilities, an extended outage of utility
services may have a material adverse effect on our operations, revenues, cash
flow and profitability.
Indemnification Risk.
Our contracts, including our agreements with respect to
divestitures, include various indemnification obligations. If we are required
to satisfy an indemnification obligation, that may have a material adverse
effect on our business, profitability and cash flow.
Darwin Deason has Substantial Control over our Company and can Affect Virtually
all Decisions Made by our Stockholders.
Darwin Deason beneficially owns
6,599,372 shares of Class B common stock and 2,593,861 shares of the Class A
common stock as of June 30, 2004. Mr. Deason controls approximately 36.67% of
our total voting power (based on total shares of common stock outstanding as of
June 30, 2004). As a result, Mr. Deason has the requisite voting power to
significantly affect virtually all of our decisions, including the power to
block corporate actions such as an amendment to most provisions of our
certificate of incorporation. In addition, Mr. Deason may significantly
influence the election of directors and any other action requiring stockholder
approval. Recommendations of our Nominating/Corporate Governance Committee of
the Board of Directors regarding director nominees are subject to the approval
of Mr. Deason pursuant to his employment agreement with us. Mr. Deason has an
employment agreement, with a term that currently ends on May 18, 2008, provided
that such term shall automatically be extended for an additional year on May 18
of each year, unless thirty days prior to May 18 of any year, Mr. Deason gives
notice to us that he does not wish to extend the term or our Board of Directors
(upon a unanimous vote of the directors, except for Mr. Deason) gives notice to
Mr. Deason that it does not wish to extend the term.
Certain Provisions of our Certificate of Incorporation, Bylaws and Delaware Law
Could Deter Takeover Attempts.
Some provisions in our certificate of
incorporation and bylaws could delay, defer, prevent or make more difficult a
merger, tender offer, or proxy contest involving our capital stock. Our
stockholders might view transactions such as these as being in their best
interests because, for example, a change of control might result in a price
higher than the market price for shares of the Class A common stock. Among
other things, these provisions:
•
require an 80% vote of the stockholders to amend some
provisions of our certificate of incorporation;
•
require an 80% vote of the stockholders to amend some
provisions of our bylaws;
•
permit only our Chairman, President or a majority of the
Board of Directors to call stockholder meetings;
•
authorize our Board of Directors to issue up to 3,000,000
shares of preferred stock in series with the terms of each series to
be fixed by our Board of Directors;
•
authorize our Board of Directors to issue Class B Common
Stock, which shares are entitled to ten votes per share;
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•
permit directors to be removed, with or without cause, only
by a vote of at least 80% of the combined voting power; and
•
specify advance notice requirements for stockholder proposals
and director nominations to be considered at a meeting of
stockholders.
In addition, with some exceptions, Section 203 of the Delaware General
Corporation Law restricts mergers and other business combinations between us
and any holder of 15% or more of our voting stock.
We also have a stockholder rights plan. Under this plan, after the
occurrence of specified events, our stockholders will be able to buy stock from
us or our successor at reduced prices. These rights will not extend, however,
to persons participating in takeover attempts without the consent of our Board
of Directors. Accordingly, this plan could delay, defer or prevent a change of
control of our company.
Further, we have entered into severance agreements with certain of our
executive officers, which may have the effect of discouraging an unsolicited
takeover proposal.
Availability of Significant Amounts of our Class A Common Stock for Sale Could
Cause the Market Price of the Class A Common Stock to Decline.
There are a
substantial number of shares of our Class A common stock that may be issued and
subsequently sold under various employee benefit plans upon exercise of
employee stock options, and upon conversion of our Class B common stock. In
addition we have 500,000,000 authorized shares of Class A common stock. The
sale or issuance of additional shares of our Class A common stock could
adversely affect the prevailing market price of the Class A common stock.
The Price of our Class A Common Stock may Fluctuate Significantly, which may
Result in Losses for Investors.
The market price for the Common Stock has been
and may continue to be volatile. For example, during the 52-week period ended
July 30, 2004, the closing prices of the Class A common stock as reported on
the New York Stock Exchange ranged from a high of $57.96 per share to a low of
$43.61 per share. We expect our stock price to be subject to fluctuations as a
result of a variety of factors, including factors beyond our control. These
factors include and are not necessarily limited to:
•
actual or anticipated variations in operating results from
guidance provided by us;
•
announcements of technological innovations or new products or
services by us or our competitors;
•
announcements relating to strategic relationships or
acquisitions;
•
changes in financial estimates or other statements by
securities analysts or research firms;
•
changes in general economic conditions;
•
conditions or trends affecting the outsourcing industry; and
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•
changes in the economic performance and/or market valuations
of other information technology companies.
Because of this volatility, we may fail to meet the expectations of our
stockholders or of securities analysts at some time in the future, and our
stock price could decline as a result.
In addition, the stock market has experienced significant price and volume
fluctuations that have particularly affected the trading prices of equity
securities of many high technology companies. These fluctuations have often
been unrelated or disproportionate to changes in the operating performance of
these companies. Any negative change in the public's perception of information
technology companies could depress our stock price regardless of our operating
results.
Other Risks.
We have attempted to identify material risk factors currently
affecting our business and company. However, additional risks that we do not
yet know of, or that we currently think are immaterial, may occur or become
material. These risks could impair our business operations or adversely affect
revenues, cash flow or profitability.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the Class A
common stock by the selling stockholders to the public pursuant to this resale
prospectus. All proceeds from the sale of the Class A common stock by the
selling stockholders will be for the account of the selling stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of our common stock owned by each selling stockholder as
of June 30, 2004, the number of shares being offered for resale by each of the
selling stockholders and the number and percentage of shares of our common
stock that each selling stockholder will beneficially own after completion of
this offering, assuming that all shares that may be offered for resale are sold
and no other shares beneficially owned by the selling stockholders are sold.
Number of Shares
Percentage of
of Class A
Number of Shares
Number of Shares
Outstanding
Common Stock
of Class A
of Class A
Class A
Beneficially
Common Stock
Common Stock
Common
Owned Prior to
Which May Be
Owned after the
Stock after
Name and Title
the Offering (1)
Offered (2)
Offering
the Offering
Jeffrey A. Rich,
342,371
407
341,964
*
Director and Chief
Executive Officer
(3)
Mark A. King,
287,158
2,170
284,988
*
Director, President
and Chief Operating Officer (4)
John M. Brophy,
1,426
167
1,259
*
Executive Vice
President and Group
President – ACS
State & Local
Solutions (5)
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Number of Shares
Percentage of
of Class A
Number of Shares
Number of Shares
Outstanding
Common Stock
of Class A
of Class A
Class A
Beneficially
Common Stock
Common Stock
Common
Owned Prior to
Which May Be
Owned after the
Stock after
Name and Title
the Offering (1)
Offered (2)
Offering
the Offering
Harvey V. Braswell,
18,752
370
18,382
*
Executive Vice
President and Group
President – ACS
State Healthcare
Solutions (6)
William L.
1,607
1,607
0
*
Deckelman, Jr.,
Executive Vice
President and
General Counsel (7)
Warren D. Edwards,
5,200
326
4,874
*
Executive Vice
President and Chief
Financial Officer
(8)
Donald G. Liedtke,
1,582
314
1,268
*
Executive Vice
President and Group
President (9)
John Rexford,
7,359
1,834
5,525
*
Executive Vice
President (10)
* Indicates shares held are less than 1% of our Class A common stock.
(1)
The percentage of shares beneficially owned is based upon 121,047,332
shares of Class A common stock outstanding as of June 30, 2004.
(2)
Does not constitute a commitment to sell any or all of the stated number of
shares of the Class A common stock. The number of shares of the Class A common
stock offered shall be determined from time to time by the selling stockholder
in his sole discretion.
(3)
Includes 250,000 shares of Class A common stock, which are not outstanding,
but are subject to options exercisable within sixty days of June 30, 2004; 407
shares of Class A common stock owned through the ACS 401(k) Plan; and 992
shares of Class A common stock owned through the ACS employee stock purchase
plan. Excludes 200,000 shares of Class A common stock which are vested, but
not exercisable under the terms of various stock option grants.
(4)
Includes 186,000 shares of Class A common stock, which are not outstanding,
but are subject to options exercisable within sixty days of June 30, 2004;
11,378 shares of Class A common stock owned by Mr. King's spouse (either
individually or through an IRA), to which Mr. King disclaims beneficial
ownership; 2,170 shares of Class A common stock owned through the ACS 401(k)
plan; 5,986 shares of Class A common stock owned by Mr. King through the ACS
employee stock purchase plan; and 4,000 shares of Class A common stock owned by
Mr. King in an IRA. Excludes 300,000 shares of Class A common stock which are
vested, but not exercisable under the terms of various stock option grants.
(5)
Includes 167 shares of Class A common stock owned through the ACS 401(k)
Plan; and 1,259 shares of Class A common stock owned through the ACS employee
stock purchase plan.
(6)
Includes 370 shares of Class A common stock owned through the ACS 401(k)
Plan; and 2,282 shares of Class A common stock owned through the ACS employee
stock purchase plan. Excludes 170,000 shares of Class A common stock which are
vested, but not exercisable under the terms of various stock option grants.
(7)
Excludes 138,000 shares of Class A common stock which are vested, but not
exercisable under the terms of various stock option grants.
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(8)
Includes 326 shares of Class A common stock owned through the ACS 401(k)
plan; and 2,874 shares of Class A common stock owned through the ACS employee
stock purchase plan. Excludes 128,000 shares of Class A common stock which are
vested, but not exercisable under the terms of various stock option grants.
(9)
Includes 314 shares of Class A common stock owned through the ACS 401(k)
plan; and 1,268 shares of Class A common stock owned through the ACS employee
stock purchase plan.
(10)
Includes 1,834 shares of Class A common stock owned through the ACS 401(k)
plan; 4,525 shares of Class A common stock owned through the ACS employee stock
purchase plan; and 1,000 shares of Class A common stock owned in an IRA.
Excludes 108,000 shares of Class A common stock which are vested, but not
exercisable under the terms of various stock option grants.
PLAN OF DISTRIBUTION
The shares of Class A common stock may be sold from time to time by the
selling stockholders, or by pledgees, donees, transferees or other successors
in interest. Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The shares of Class A common stock may be sold by one or more of
the following, without limitation:
(a)
a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
(b)
purchases by a broker or dealer as principal and resale by
such broker or dealer or for its account pursuant to the resale
prospectus, as supplemented;
(c)
an exchange distribution in accordance with the rules of such
exchange; and
(d)
ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
The selling stockholders and sales to and through other broker-dealers or
agents that participate with the selling stockholders in the sale of the shares
of Class A common stock may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933 in connection with these sales. In that event,
any commissions received by the broker-dealers or agents and any profit on the
resale of the shares of Class A common stock purchased by them may be deemed to
be underwriting commissions or discounts under the Securities Act of 1933.
In addition, any securities covered by this resale prospectus that qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant
to this resale prospectus, as supplemented. From time to time, the selling
stockholders may engage in short sales, short sales against the box, puts and
calls and other transactions in our securities or derivatives thereof, and may
sell and deliver the shares in connection therewith. Sales may also take place
from time to time through brokers pursuant to pre-arranged sales plans intended
to qualify under Commission Rule 10b5-1.
There is no assurance that the selling stockholders will sell all or any
portion of the shares of the Class A common stock covered by this resale
prospectus.
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All expenses of registration of the Class A common stock, other than
commissions and discounts of underwriters, dealers or agents, shall be borne by
us. As and when we are required to update this resale prospectus, we may incur
additional expenses.
LEGAL MATTERS
The validity of the Common Stock issuable under the Plan has been passed
upon for us by Jackson Walker L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements incorporated in this resale
prospectus by reference to the Annual Report on Form 10-K for the year ended
June 30, 2003, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants and independent registered
public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
The financial statements incorporated in this resale prospectus by reference to
the Annual Report on Form 11-K of the ACS Savings Plan for the year ended
December 31, 2003, have been so incorporated in reliance on the report of
Chapman, Hext & Co., P.C., independent accountants, given on the authority of
said firm as experts in auditing and accounting.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated by
reference into this Registration Statement:
(1)
Annual Report on Form 10-K for the year ended June 30, 2003,
filed on September 17, 2003;
(2)
Annual Report of the ACS Savings Plan on Form 11-K for the
year ended December 31, 2003, filed on June 28, 2004;
(3)
Current Reports on Form 8-K, filed on August 2, 2004* and
Form 8-K/A, filed on December 9, 2003*;
(4)
Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2003, December 31, 2003 and March 31, 2004, filed on
November 14, 2003, February 17, 2004 and May 17, 2004, respectively;
(5)
The updated description of our Class A common stock,
contained in our Registration Statement on Form 8-A12B/A, filed
September 26, 1994, including any amendment or report filed for the
purpose of updating such description; and
(6)
The updated description of securities contained in our
Registration Statement on Form 8-A12B/A, filed on May 19, 1999,
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, subsequent to the date of this Registration
Statement and prior to the termination of the offering to which it relates
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated by reference or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that the
statement is modified or superseded by any other subsequently filed document
which is incorporated or is deemed to be incorporated by reference herein. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. Nothing in
this Registration Statement shall be
* Indicates that Current Reports on Form 8-K submitted to the Commission
include information "furnished" pursuant to Item 9 of Form 8-K. Pursuant to
General Instruction B of Form 8-K, such information is not deemed to
be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934. The
information furnished pursuant to Item 9 in such reports is not subject to the
liabilities of Section 18 of the Securities Exchange Act of 1934, is not
incorporated into this registration statement on Form S-8 and we do not intend
to incorporate any information furnished pursuant to Item 9 of Form 8-K into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934.
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deemed to incorporate information furnished by us but not filed with the
Commission pursuant to Items 9 or 12 of Form 8-K.
Item 6. Indemnification of Directors and Officers.
Article 9 of our Second Amended and Restated Certificate of Incorporation,
as amended, provides for indemnification of directors and officers to the full
extent permitted under Delaware law.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, partnership, joint venture, trust or other
enterprise, against expenses, judgments, fines and amounts paid in settlement
and reasonably incurred in connection with such action, suit or proceeding. The
power to indemnify applies only if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests, or not
opposed to the best interests, of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of
the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication of liability unless the court,
in its discretion, believes that in light of all the circumstances
indemnification should apply.
Our bylaws provide for indemnification of our directors, officers and
certain non-officer employees under certain circumstances against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was an officer or
employee of our company if such person acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of our
company and, with respect to criminal actions or proceedings, if such person
had no reasonable cause to believe their conduct was unlawful. Our Second
Amended and restated Certificate of Incorporation, as amended, also provides
that, to the fullest extent permitted by the Delaware General Corporation Law,
no director shall be personally liable to us or our stockholders for monetary
damages resulting from breaches of their fiduciary duty as directors.
We may advance expenses for the defense of any action for which
indemnification may be available under certain circumstances. The general
effect of the foregoing provisions may be to reduce the circumstances under
which an officer or director may be required to bear the economic burden of the
foregoing liabilities and expenses. Directors and officers will be covered by
liability insurance indemnifying them against damages arising out of certain
kinds of claims which might be made against them based on their negligent acts
or omissions while acting in their capacity as such.
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We have directors' and officers' liability insurance for the benefit of
our directors and officers. We have also entered into indemnification
agreements with each of our directors and executive officers, consistent with
the Delaware General Corporation Law, our Second Amended and Restated
Certificate of Incorporation, as amended, and our bylaws.
Item 8. Exhibits.
The following documents are filed as exhibits to the Registration
Statement:
Exhibit No.
Exhibit
4.1
Certificate of Incorporation of the Company (filed as Exhibit 3.1 to our
Registration Statement on Form S-3, filed March 30, 2001, File No. 333-58038
and incorporated herein by reference).
4.2
Certificate Of Correction to Certificate of Amendment of the Company, dated
August 30, 2001 (filed as Exhibit 3.2 to our Annual Report on Form 10-K,
filed September 17, 2003 and incorporated herein by reference).
4.3
Bylaws of the Company, as amended and in effect on September 11, 2003 (filed
as Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed February 17, 2004
and incorporated herein by reference).
4.4
Form of New Class A Common Stock Certificate (filed as Exhibit 4.3 to our
Registration Statement on Form S-1, filed May 26, 1994, File No. 33-79394
and incorporated herein by reference).
4.5*
ACS Savings Plan, amended and restated effective July 1, 2004.
4.6
Amended and Restated Rights Agreement, dated April 2, 1999, between the
Company and First City Transfer Company, as Rights Agent (filed as Exhibit
4.1 to our Current Report on Form 8-K, filed May 19, 1999 and incorporated
herein by reference).
4.7
Amendment No. 1 to Amended and Restated Rights Agreement, dated as of
February 5, 2002, by and between the Company and First City Transfer Company
(filed as Exhibit 4.1 to our Current Report on Form 8-K, filed February 6,
2002 and incorporated herein by reference).
4.8
Form of Rights Certificate (included as Exhibit A to the Amended and
Restated Rights Agreement (Exhibit 4.7)).
5*
Opinion of Jackson Walker L.L.P.
23.1*
Consent of PricewaterhouseCoopers LLP
23.2*
Consent of Chapman, Hext & Co., P.C.
23.3*
Consent of Jackson Walker L.L.P. (included in opinion filed as Exhibit 5)
24*
Power of Attorney (included on signature page of this Registration Statement)
*
Filed herewith
Page 18
Table of Contents
Item 9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i)
to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
(iii)
to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or 15(g) of the Exchange Act that are
incorporated by reference to the Registration Statement.
(2)
that, for the purpose of determining any liability under the
Securities Act, each such post effective amendment shall be deemed
to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof; and
(3)
to remove from registration by means of a post effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial
bona fide
offering thereof.
Page 19
Table of Contents
(c)
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Page 20
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, State of Texas, on August 3, 2004.
AFFILIATED COMPUTER SERVICES, INC.
By:
/s/ WILLIAM L. DECKELMAN, JR.
William L. Deckelman, Jr.
Executive Vice President and General
Counsel
ACS Savings Plan
. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Dallas, State of Texas,
on August 3, 2004.
ACS SAVINGS PLAN
By: Affiliated Computer Services, Inc. Plan Administrator
By:
/s/ LORA VILLAREAL
Lora Villareal
Senior Vice President and Chief
People Officer; Administrative Committee Member
POWER OF ATTORNEY
Each person whose signature appears below authorizes William L. Deckelman,
Jr., to execute in the name of each such person who is then an officer or
director of the Registrant, and to file any amendments (including
post-effective amendments) to this Registration Statement necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Commission, in
respect thereof, in connection with the registration of the securities which
are the subject of this Registration Statement, which amendments may make such
changes in such Registration Statement as such attorney may deem appropriate.
Table of Contents
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name
Title
Date
/s/ DARWIN DEASON
Darwin Deason
Chairman of the Board
and Director
August 3, 2004
/s/ JEFFREY A. RICH
Jeffrey A. Rich
Chief Executive
Officer and Director
August 3, 2004
/s/ MARK A. KING
Mark A. King
President, Chief
Operating Officer and
Director
August 3, 2004
/s/ WARREN D. EDWARDS
Warren D. Edwards
Executive Vice
President and Chief
Financial Officer
August 3, 2004
/s/ FRANK A. ROSSI
Frank A. Rossi
Director
August 3, 2004
/s/ WILLIAM L.DECKELMAN, JR.
William L. Deckelman, Jr.
Executive Vice
President, Secretary
and General Counsel
August 3, 2004
/s/ JOSEPH P. O'NEILL
Joseph P. O'Neill
Director
August 3, 2004
/s/ J. LIVINGSTON KOSBERG
J. Livingston Kosberg
Director
August 3, 2004
/s/ DENNIS MCCUISTION
Dennis McCuistion
Director
August 3, 2004
/s/ CHARLES E. MCDONALD
Charles E. McDonald
Senior Vice President
and Chief Accounting
Officer
August 3, 2004
Table of Contents
EXHIBITS
INDEX TO EXHIBITS
Exhibit No.
Exhibit
4.1
Certificate of Incorporation of the Company (filed as Exhibit 3.1 to our
Registration Statement on Form S-3, filed March 30, 2001, File No. 333-58038
and incorporated herein by reference).
4.2
Certificate Of Correction to Certificate of Amendment of the Company, dated
August 30, 2001 (filed as Exhibit 3.2 to our Annual Report on Form 10-K,
filed September 17, 2003 and incorporated herein by reference).
4.3
Bylaws of the Company, as amended and in effect on September 11, 2003 (filed
as Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed February 17, 2004
and incorporated herein by reference).
4.4
Form of New Class A Common Stock Certificate (filed as Exhibit 4.3 to our
Registration Statement on Form S-1, filed May 26, 1994, File No. 33-79394
and incorporated herein by reference).
4.5*
ACS Savings Plan, amended and restated effective July 1, 2004.
4.6
Amended and Restated Rights Agreement, dated April 2, 1999, between the
Company and First City Transfer Company, as Rights Agent (filed as Exhibit
4.1 to our Current Report on Form 8-K, filed May 19, 1999 and incorporated
herein by reference).
4.7
Amendment No. 1 to Amended and Restated Rights Agreement, dated as of
February 5, 2002, by and between the Company and First City Transfer Company
(filed as Exhibit 4.1 to our Current Report on Form 8-K, filed February 6,
2002 and incorporated herein by reference).
4.8
Form of Rights Certificate (included as Exhibit A to the Amended and
Restated Rights Agreement (Exhibit 4.7)).
5*
Opinion of Jackson Walker L.L.P.
23.1*
Consent of PricewaterhouseCoopers LLP
23.2*
Consent of Chapman, Hext & Co., P.C.
23.3*
Consent of Jackson Walker L.L.P. (included in opinion filed as Exhibit 5)
24*
Power of Attorney (included on signature page of this Registration Statement)
*
Filed herewith