<PAGE>

     As filed with the Securities and Exchange Commission on July 25, 2001
                                                                Registration No.
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  ___________

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  ___________

                      Electronic Data Systems Corporation
            (Exact name of Registrant as specified in its charter)

                 Delaware                                      75-2548221
       (State or other jurisdiction                         (I.R.S. Employer
     of incorporation or organization)                   Identification Number)


      5400 Legacy Drive, Plano, Texas                          75024-3199
 (Address of principal executive offices)                      (Zip code)

                           Transition Incentive Plan
                           (Full title of the plan)

                                James E. Daley
                            Chief Financial Officer
                      Electronic Data Systems Corporation
                               5400 Legacy Drive
                            Plano, Texas 75024-3199
                    (Name and address of agent for service)

                                (972) 604-6000
         (Telephone number, including area code, of agent for service)

                                  ___________

                                   Copy to:

                            D. Gilbert Friedlander
                      Electronic Data Systems Corporation
                               5400 Legacy Drive
                            Plano, Texas 75024-3199
                                (972) 604-6000

                                  ___________

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                              Proposed Maximum   Proposed Maximum
       Title of Each Class of                  Amount to       Offering Price       Aggregate         Amount of
     Securities to be Registered             be Registered       Per Share        Offering Price   Registration Fee
-------------------------------------------------------------------------------------------------------------------
<S>                                         <C>               <C>                <C>               <C>
Common Stock, par value
$0.01 per share (1)..................       3,700,000 shares       $63.12 (2)       $233,544,000        $58,386
===================================================================================================================
</TABLE>

(1)  There are also being registered hereunder an equal number of Series A
     Junior Participating Preferred Stock purchase rights, which are currently
     attached to and transferable only with shares of Common Stock registered
     hereby.
(2)  Estimated in accordance with Rule 457(c) solely for the purpose of
     determining the registration fee, on the basis of the average of the high
     and low sales prices reported on the New York Stock Exchange on July 18,
     2001 for Common Stock of Electronic Data Systems Corporation.

================================================================================
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Act"). In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. The registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the registrant shall furnish to the Commission or its staff a copy or
copies of any or all of the documents included in such file. Such documents,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Act.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents heretofore filed by Electronic Data Systems
Corporation, a Delaware corporation ("EDS"), with the Commission are
incorporated herein by reference:

          1.   EDS' Annual Report on Form 10-K for the fiscal year ended
               December 31, 2000;

          2.   EDS' Quarterly Report on Form 10-Q for the fiscal quarter ended
               March 31, 2001;

          3.   EDS' Current Reports on Form 8-K filed on June 4, June 22 and
               July 2, 2001; and

          4.   EDS' Registration Statement on Form S-4 (File No. 333-02543),
               including the section entitled "Description of Capital Stock."

          All documents filed by EDS with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered hereby have been sold or that de-
registers all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing of such documents.

          Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, in any subsequently filed supplement
to this Registration Statement or any document that is also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                      II-1
<PAGE>

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        D. Gilbert Friedlander, General Counsel of EDS, who is passing on the
validity of the common stock offered pursuant to the Plan, owns shares of EDS
Common Stock.

Item 6. Indemnification of Directors and Officers.

Delaware General Corporation Law

     Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may 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, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in 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 conduct was unlawful.

     Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

     Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
145(a) and (b), or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     Section 145(d) of the DGCL provides that any indemnification under Section
145(a) and (b) (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the present or former director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 145(a) and (b). Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who were not parties to such action, suit or
proceeding, even though less than a quorum, (2) by a committee of such directors
designated by majority vote of such directors, even though less than a quorum,
(3) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the stockholders.

                                      II-2
<PAGE>

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.

     Section 145(f) of the DGCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his capacity as such, whether or not the corporation
would have the power to indemnify him against such liability under Section 145.

Restated Certificate of Incorporation

     Article Seventh of the Restated Certificate of Incorporation of EDS
provides that no director of EDS shall be personally liable to EDS or any of its
stockholders for monetary damages for breach of fiduciary duty as a director
involving any act or omission of any such director; provided, however, that such
Article Seventh does not eliminate or limit the liability of a director (1) for
any breach of such director's duty of loyalty to EDS or its stockholders, (2)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) under Section 174 of the DGCL (which relates
to certain unlawful dividend payments or stock purchases or redemptions), as the
same exists or may hereafter be amended, supplemented or replaced, or (4) for a
transaction from which the director derived an improper personal benefit. If the
DGCL is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of EDS, in addition to
the limitation on personal liability described above, shall be limited to the
fullest extent permitted by the DGCL, as so amended. Furthermore, any repeal or
modification of Article Seventh of the Restated Certificate of Incorporation by
the stockholders of EDS shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director of EDS existing at
the time of such repeal or modification.

Bylaws

     Article VI of the Amended and Restated Bylaws of EDS provides that each
person who at any time shall serve or shall have served as a director, officer,
employee or agent of EDS, or any person who, while a director, officer, employee
or agent of EDS, is or was serving at the written request of EDS (in accordance
with written procedures adopted from time to time by the Board of Directors of
EDS) as a director, officer, partner, venturer, proprietor, trustee, employee,
agent or similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit plan or
other enterprise, shall be entitled to (a) indemnification and (b) the
advancement of expenses incurred by such person from EDS as, and to the fullest
extent, permitted by Section 145 of the DGCL or any successor statutory
provision, as from time to time amended.

Indemnification Agreements

     EDS has entered into Indemnification Agreements (the "Indemnification
Agreements") with its directors and certain of its officers (the "Indemnitees").
Under the terms of the Indemnification Agreements, EDS has generally agreed to
indemnify, and advance expenses to, each Indemnitee to the fullest extent
permitted by applicable law on the date of such agreements and to such greater
extent as applicable law may thereafter permit. In addition, the Indemnification
Agreements contain specific provisions pursuant to which EDS has agreed to
indemnify each

                                      II-3

<PAGE>

Indemnitee (i) if such person is, by reason of his or her status as a director,
nominee for director, officer, agent or fiduciary of EDS or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise with which such person was serving at the request of EDS (any such
status being hereinafter referred to as a "Corporate Status"), made or
threatened to be made a party to any threatened, pending or completed action,
suit, arbitration, alternative dispute resolution mechanism, investigation or
other proceeding (each, a "Proceeding"), other than a Proceeding by or in the
right of EDS, (ii) if such person is, by reason of his or her Corporate Status,
made or threatened to be made a party to any Proceeding brought by or in the
right of EDS to procure a judgment in its favor, except that no indemnification
shall be made in respect of any claim, issue or matter in such Proceeding as to
which such Indemnitee shall have been adjudged to be liable to EDS if applicable
law prohibits such indemnification (unless and only to the extent that a court
shall otherwise determine), (iii) against expenses actually and reasonably
incurred by such person or on his or her behalf in connection with any
Proceeding to which such Indemnitee was or is a party by reason of his or her
Corporate Status and in which such Indemnitee is successful, on the merits or
otherwise, (iv) against expenses actually and reasonably incurred by such person
or on his or her behalf in connection with a Proceeding to the extent that such
Indemnitee is, by reason of his or her Corporate Status, a witness or otherwise
participates in any Proceeding at a time when such person is not a party in the
Proceeding and (v) against expenses actually and reasonably incurred by such
person in any judicial adjudication of or any award in arbitration to enforce
his or her rights under the Indemnification Agreements.

     Furthermore, under the terms of the Indemnification Agreements, EDS has
agreed to pay all reasonable expenses incurred by or on behalf of an Indemnitee
in connection with any Proceeding, whether brought by or in the right of EDS or
otherwise, in advance of any determination with respect to entitlement to
indemnification and within 15 days after the receipt by EDS of a written request
from such Indemnitee for such payment. In the Indemnification Agreements, each
Indemnitee has agreed that he or she will reimburse and repay EDS for any
expenses so advanced to the extent that it shall ultimately be determined that
he or she is not entitled to be indemnified by EDS against such expenses.

     The Indemnification Agreements also include provisions that specify the
procedures and presumptions which are to be employed to determine whether an
Indemnitee is entitled to indemnification thereunder. In some cases, the nature
of the procedures specified in the Indemnification Agreements varies depending
on whether there has occurred a "Change in Control" (as defined in the
Indemnification Agreements) of EDS.

Insurance

     EDS has obtained and intends to maintain in effect directors' and officers'
liability insurance policies providing customary coverage for its directors and
officers against losses resulting from wrongful acts committed by them in their
capacities as directors and officers of EDS.

     The above discussion of EDS' Restated Certificate of Incorporation and
Bylaws, the Indemnification Agreements and Section 145 of the DGCL is not
intended to be exhaustive and is respectively qualified in its entirety by such
documents and statute.

Item 7. Exemptions from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        4(a) Transition Incentive Plan.

        4(b) Restated Certificate of Incorporation of Electronic Data Systems
             Corporation, as amended through June 7, 1996 - incorporated herein
             by reference to Exhibit 3(a) to the Current Report on Form 8-K of
             the registrant dated June 7, 1996.

                                      II-4
<PAGE>

        4(c)   Certificate of Designation of Series A Junior Participating
               Preferred Stock dated March 12, 1996 - incorporated herein by
               reference to Exhibit 4(c) to the Registration Statement on Form
               S-4 of the registrant (File No. 333-02543).

        4(d)   Amended and Restated Bylaws of Electronic Data Systems
               Corporation, as amended through April 4, 2001- incorporated
               herein by reference to Exhibit 4(c) to the Registration Statement
               on Form S-3 of the registrant (File No. 333-62442).

        4(e)   Rights Agreement dated as of March 12, 1996 between the
               Registrant and The Bank of New York, as Rights Agent -
               incorporated herein by reference to Exhibit 4(c) to the
               Registration Statement on Form S-4 of the Registrant (File No.
               333-02543).

        5      Opinion of D. Gilbert Friedlander

        23(a)  Consent of KPMG LLP

        23(b)  Consent of D. Gilbert Friedlander (included in Exhibit 5)

        24     Power of Attorney (included on page II-7)

Item 9. Undertakings

        (a)    EDS 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 of 1933, as amended (the "Act");

                     (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of this Registration Statement
               (or the most recent post-effective amendment thereof), which,
               individually or in the aggregate, represents a fundamental change
               in the information set forth in this Registration Statement; and

                     (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if 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 Commission by EDS pursuant to Section 13 or Section
        15(d) of the Exchange Act that are incorporated by reference in this
        Registration Statement.

               (2)   That, for the purpose of determining any liability under
        the 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.

               (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)    EDS hereby undertakes that, for purposes of determining any
liability under the Act, each filing of EDS' 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

                                      II-5
<PAGE>

incorporated by reference in this 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.

     (c)  Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of EDS pursuant to
the foregoing provisions, or otherwise, EDS has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by EDS of
expenses incurred or paid by a director, officer or controlling person of EDS 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, EDS 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 Act and will be governed by the final adjudication of such
issue.

                                      II-6
<PAGE>

                                  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 Chicago, State of Illinois, on the 24th day of July,
2001.

                                    Electronic Data Systems Corporation


                                    By:    /s/ RICHARD H. BROWN
                                        ------------------------------------
                                               Richard H. Brown
                                           Chairman of the Board and
                                            Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard H. Brown, James E. Daley and D.
Gilbert Friedlander, and each of them, his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including pre- or post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on July 24th,
2001 in the capacities indicated.

           Signature                                 Title
           ---------                                 -----

     /s/ RICHARD H. BROWN                 Chairman of the Board, Chief
-------------------------------------     Executive Officer and Director
       Richard H. Brown                   (Principal Executive Officer)

     /s/ JEFFREY M. HELLER
-------------------------------------     Vice Chairman and Director
       Jeffrey M. Heller

     /s/ JAMES E. DALEY                   Executive Vice President and Chief
-------------------------------------     Financial Officer (Principal
       James E. Daley                     Financial Officer)


     /s/ MICHAEL MILTON                   Controller (Principal Accounting
-------------------------------------     Officer)
       Michael Milton

                                      II-7
<PAGE>

            Signature                                       Title
            ---------                                       -----

     /s/ JAMES A. BAKER, III                               Director
----------------------------------
       James A. Baker, III


     /s/ WILLIAM M. DALEY                                  Director
----------------------------------
       William M. Daley


     /s/ ROGER A. ENRICO                                   Director
----------------------------------
       Roger A. Enrico


     /s/ WILLIAM H. GRAY, III                              Director
----------------------------------
       William H. Gray, III


     /s/ RAY J. GROVES                                     Director
----------------------------------
       Ray J. Groves


     /s/ RAY L. HUNT                                       Director
----------------------------------
       Ray L. Hunt


     /s/ C. ROBERT KIDDER                                  Director
----------------------------------
       C. Robert Kidder


     /s/ JUDITH RODIN                                      Director
----------------------------------
       Judith Rodin

                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 28947}]
{"company-data": {"conformed-name": "ELECTRONIC DATA SYSTEMS CORP /DE/", "cik": "0001007456", "assigned-sic": "7370", "irs-number": "752548221", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65786", "film-number": "1688719"}, "business-address": {"street1": "5400 LEGACY DR", "street2": "H3-3D-05", "city": "PLANO", "state": "TX", "zip": "75024", "phone": "9726046000"}, "mail-address": {"street1": "5400 LEGACY DRIVE", "street2": "H3-3D-05", "city": "PLANO", "state": "TX", "zip": "75024"}, "former-company": {"former-conformed-name": "ELECTRONIC DATA SYSTEMS HOLDING CORP", "date-changed": "19960208"}}
As filed with the Securities and Exchange Commission on July 25, 2001
                                                                Registration No.
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  ___________

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  ___________

                      Electronic Data Systems Corporation
            (Exact name of Registrant as specified in its charter)

                 Delaware                                      75-2548221
       (State or other jurisdiction                         (I.R.S. Employer
     of incorporation or organization)                   Identification Number)

      5400 Legacy Drive, Plano, Texas                          75024-3199
 (Address of principal executive offices)                      (Zip code)

                           Transition Incentive Plan
                           (Full title of the plan)

                                James E. Daley
                            Chief Financial Officer
                      Electronic Data Systems Corporation
                               5400 Legacy Drive
                            Plano, Texas 75024-3199
                    (Name and address of agent for service)

                                (972) 604-6000
         (Telephone number, including area code, of agent for service)

                                  ___________

                                   Copy to:

                            D. Gilbert Friedlander
                      Electronic Data Systems Corporation
                               5400 Legacy Drive
                            Plano, Texas 75024-3199
                                (972) 604-6000

                                  ___________
CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                              Proposed Maximum   Proposed Maximum
       Title of Each Class of                  Amount to       Offering Price       Aggregate         Amount of
     Securities to be Registered             be Registered       Per Share        Offering Price   Registration Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share (1)..................       3,700,000 shares       $63.12 (2)       $233,544,000        $58,386
===================================================================================================================
(1)  There are also being registered hereunder an equal number of Series A
     Junior Participating Preferred Stock purchase rights, which are currently
     attached to and transferable only with shares of Common Stock registered
     hereby.
(2)  Estimated in accordance with Rule 457(c) solely for the purpose of
     determining the registration fee, on the basis of the average of the high
     and low sales prices reported on the New York Stock Exchange on July 18,
     2001 for Common Stock of Electronic Data Systems Corporation.

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Act"). In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. The registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the registrant shall furnish to the Commission or its staff a copy or
copies of any or all of the documents included in such file. Such documents,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents heretofore filed by Electronic Data Systems
Corporation, a Delaware corporation ("EDS"), with the Commission are
incorporated herein by reference:

          1.   EDS' Annual Report on Form 10-K for the fiscal year ended
               December 31, 2000;

          2.   EDS' Quarterly Report on Form 10-Q for the fiscal quarter ended
               March 31, 2001;

          3.   EDS' Current Reports on Form 8-K filed on June 4, June 22 and
               July 2, 2001; and

          4.   EDS' Registration Statement on Form S-4 (File No. 333-02543),
               including the section entitled "Description of Capital Stock."

          All documents filed by EDS with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered hereby have been sold or that de-
registers all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing of such documents.

          Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, in any subsequently filed supplement
to this Registration Statement or any document that is also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                      II-1
Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        D. Gilbert Friedlander, General Counsel of EDS, who is passing on the
validity of the common stock offered pursuant to the Plan, owns shares of EDS
Common Stock.

Item 6. Indemnification of Directors and Officers.

Delaware General Corporation Law

     Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may 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, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in 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 conduct was unlawful.

     Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

     Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
145(a) and (b), or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     Section 145(d) of the DGCL provides that any indemnification under Section
145(a) and (b) (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the present or former director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 145(a) and (b). Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who were not parties to such action, suit or
proceeding, even though less than a quorum, (2) by a committee of such directors
designated by majority vote of such directors, even though less than a quorum,
(3) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the stockholders.

                                      II-2
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.

     Section 145(f) of the DGCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his capacity as such, whether or not the corporation
would have the power to indemnify him against such liability under Section 145.

Restated Certificate of Incorporation

     Article Seventh of the Restated Certificate of Incorporation of EDS
provides that no director of EDS shall be personally liable to EDS or any of its
stockholders for monetary damages for breach of fiduciary duty as a director
involving any act or omission of any such director; provided, however, that such
Article Seventh does not eliminate or limit the liability of a director (1) for
any breach of such director's duty of loyalty to EDS or its stockholders, (2)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) under Section 174 of the DGCL (which relates
to certain unlawful dividend payments or stock purchases or redemptions), as the
same exists or may hereafter be amended, supplemented or replaced, or (4) for a
transaction from which the director derived an improper personal benefit. If the
DGCL is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of EDS, in addition to
the limitation on personal liability described above, shall be limited to the
fullest extent permitted by the DGCL, as so amended. Furthermore, any repeal or
modification of Article Seventh of the Restated Certificate of Incorporation by
the stockholders of EDS shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director of EDS existing at
the time of such repeal or modification.

Bylaws

     Article VI of the Amended and Restated Bylaws of EDS provides that each
person who at any time shall serve or shall have served as a director, officer,
employee or agent of EDS, or any person who, while a director, officer, employee
or agent of EDS, is or was serving at the written request of EDS (in accordance
with written procedures adopted from time to time by the Board of Directors of
EDS) as a director, officer, partner, venturer, proprietor, trustee, employee,
agent or similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit plan or
other enterprise, shall be entitled to (a) indemnification and (b) the
advancement of expenses incurred by such person from EDS as, and to the fullest
extent, permitted by Section 145 of the DGCL or any successor statutory
provision, as from time to time amended.

Indemnification Agreements

     EDS has entered into Indemnification Agreements (the "Indemnification
Agreements") with its directors and certain of its officers (the "Indemnitees").
Under the terms of the Indemnification Agreements, EDS has generally agreed to
indemnify, and advance expenses to, each Indemnitee to the fullest extent
permitted by applicable law on the date of such agreements and to such greater
extent as applicable law may thereafter permit. In addition, the Indemnification
Agreements contain specific provisions pursuant to which EDS has agreed to
indemnify each

                                      II-3
Indemnitee (i) if such person is, by reason of his or her status as a director,
nominee for director, officer, agent or fiduciary of EDS or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise with which such person was serving at the request of EDS (any such
status being hereinafter referred to as a "Corporate Status"), made or
threatened to be made a party to any threatened, pending or completed action,
suit, arbitration, alternative dispute resolution mechanism, investigation or
other proceeding (each, a "Proceeding"), other than a Proceeding by or in the
right of EDS, (ii) if such person is, by reason of his or her Corporate Status,
made or threatened to be made a party to any Proceeding brought by or in the
right of EDS to procure a judgment in its favor, except that no indemnification
shall be made in respect of any claim, issue or matter in such Proceeding as to
which such Indemnitee shall have been adjudged to be liable to EDS if applicable
law prohibits such indemnification (unless and only to the extent that a court
shall otherwise determine), (iii) against expenses actually and reasonably
incurred by such person or on his or her behalf in connection with any
Proceeding to which such Indemnitee was or is a party by reason of his or her
Corporate Status and in which such Indemnitee is successful, on the merits or
otherwise, (iv) against expenses actually and reasonably incurred by such person
or on his or her behalf in connection with a Proceeding to the extent that such
Indemnitee is, by reason of his or her Corporate Status, a witness or otherwise
participates in any Proceeding at a time when such person is not a party in the
Proceeding and (v) against expenses actually and reasonably incurred by such
person in any judicial adjudication of or any award in arbitration to enforce
his or her rights under the Indemnification Agreements.

     Furthermore, under the terms of the Indemnification Agreements, EDS has
agreed to pay all reasonable expenses incurred by or on behalf of an Indemnitee
in connection with any Proceeding, whether brought by or in the right of EDS or
otherwise, in advance of any determination with respect to entitlement to
indemnification and within 15 days after the receipt by EDS of a written request
from such Indemnitee for such payment. In the Indemnification Agreements, each
Indemnitee has agreed that he or she will reimburse and repay EDS for any
expenses so advanced to the extent that it shall ultimately be determined that
he or she is not entitled to be indemnified by EDS against such expenses.

     The Indemnification Agreements also include provisions that specify the
procedures and presumptions which are to be employed to determine whether an
Indemnitee is entitled to indemnification thereunder. In some cases, the nature
of the procedures specified in the Indemnification Agreements varies depending
on whether there has occurred a "Change in Control" (as defined in the
Indemnification Agreements) of EDS.

Insurance

     EDS has obtained and intends to maintain in effect directors' and officers'
liability insurance policies providing customary coverage for its directors and
officers against losses resulting from wrongful acts committed by them in their
capacities as directors and officers of EDS.

     The above discussion of EDS' Restated Certificate of Incorporation and
Bylaws, the Indemnification Agreements and Section 145 of the DGCL is not
intended to be exhaustive and is respectively qualified in its entirety by such
documents and statute.

Item 7. Exemptions from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        4(a) Transition Incentive Plan.

        4(b) Restated Certificate of Incorporation of Electronic Data Systems
             Corporation, as amended through June 7, 1996 - incorporated herein
             by reference to Exhibit 3(a) to the Current Report on Form 8-K of
             the registrant dated June 7, 1996.

                                      II-4
4(c)   Certificate of Designation of Series A Junior Participating
               Preferred Stock dated March 12, 1996 - incorporated herein by
               reference to Exhibit 4(c) to the Registration Statement on Form
               S-4 of the registrant (File No. 333-02543).

        4(d)   Amended and Restated Bylaws of Electronic Data Systems
               Corporation, as amended through April 4, 2001- incorporated
               herein by reference to Exhibit 4(c) to the Registration Statement
               on Form S-3 of the registrant (File No. 333-62442).

        4(e)   Rights Agreement dated as of March 12, 1996 between the
               Registrant and The Bank of New York, as Rights Agent -
               incorporated herein by reference to Exhibit 4(c) to the
               Registration Statement on Form S-4 of the Registrant (File No.
               333-02543).

        5      Opinion of D. Gilbert Friedlander

        23(a)  Consent of KPMG LLP

        23(b)  Consent of D. Gilbert Friedlander (included in Exhibit 5)

        24     Power of Attorney (included on page II-7)

Item 9. Undertakings

        (a)    EDS 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 of 1933, as amended (the "Act");

                     (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of this Registration Statement
               (or the most recent post-effective amendment thereof), which,
               individually or in the aggregate, represents a fundamental change
               in the information set forth in this Registration Statement; and

                     (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if 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 Commission by EDS pursuant to Section 13 or Section
        15(d) of the Exchange Act that are incorporated by reference in this
        Registration Statement.

               (2)   That, for the purpose of determining any liability under
        the 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.

               (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)    EDS hereby undertakes that, for purposes of determining any
liability under the Act, each filing of EDS' 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

                                      II-5
incorporated by reference in this 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.

     (c)  Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of EDS pursuant to
the foregoing provisions, or otherwise, EDS has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by EDS of
expenses incurred or paid by a director, officer or controlling person of EDS 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, EDS 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 Act and will be governed by the final adjudication of such
issue.

                                      II-6
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 Chicago, State of Illinois, on the 24th day of July,
2001.

                                    Electronic Data Systems Corporation

                                    By:    /s/ RICHARD H. BROWN
                                        ------------------------------------
                                               Richard H. Brown
                                           Chairman of the Board and
                                            Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard H. Brown, James E. Daley and D.
Gilbert Friedlander, and each of them, his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including pre- or post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on July 24th,
2001 in the capacities indicated.

           Signature                                 Title
           ---------                                 -----

     /s/ RICHARD H. BROWN                 Chairman of the Board, Chief
-------------------------------------     Executive Officer and Director
       Richard H. Brown                   (Principal Executive Officer)

     /s/ JEFFREY M. HELLER
-------------------------------------     Vice Chairman and Director
       Jeffrey M. Heller

     /s/ JAMES E. DALEY                   Executive Vice President and Chief
-------------------------------------     Financial Officer (Principal
       James E. Daley                     Financial Officer)

     /s/ MICHAEL MILTON                   Controller (Principal Accounting
-------------------------------------     Officer)
       Michael Milton

                                      II-7
Signature                                       Title
            ---------                                       -----

     /s/ JAMES A. BAKER, III                               Director
----------------------------------
       James A. Baker, III

     /s/ WILLIAM M. DALEY                                  Director
----------------------------------
       William M. Daley

     /s/ ROGER A. ENRICO                                   Director
----------------------------------
       Roger A. Enrico

     /s/ WILLIAM H. GRAY, III                              Director
----------------------------------
       William H. Gray, III

     /s/ RAY J. GROVES                                     Director
----------------------------------
       Ray J. Groves

     /s/ RAY L. HUNT                                       Director
----------------------------------
       Ray L. Hunt

     /s/ C. ROBERT KIDDER                                  Director
----------------------------------
       C. Robert Kidder

     /s/ JUDITH RODIN                                      Director
----------------------------------
       Judith Rodin

                                      II-8