<PAGE>
 
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1997
                                                         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)

             PerformanceShare, 1997 Nonqualified Stock Option Plan
                    of Electronic Data Systems Corporation
                           (Full title of the plan)
                                        
                                Joseph M. Grant
                            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
<TABLE>
<CAPTION> 

==================================================================================================================
                                                             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)                               8,100,000 shares      $46.4375(2)      $376,143,750          $113,983
===================================================================================================================
</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 Composite Tape
    on February 13, 1997 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.

                                       2
<PAGE>
 
                                    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' Current Reports on Form 8-K dated as of April 23, 1996,
   June 7, 1996, June 18, 1996, July 16, 1996, November 5, 1996 and February 4,
   1997;

            2.     EDS' Quarterly Reports on Form 10-Q for the quarters ended
   March 31, June 30 and September 30, 1996; and

            3.     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 deregisters 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.

   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

                                      II-1
<PAGE>
 
   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 director,
   officer, employee or agent 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 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 (1) by a majority
   vote of the directors who were not parties to such action, suit or
   proceeding, even though less than a quorum, or (2) if there are no such
   directors, or if such directors so direct, by independent legal counsel in a
   written opinion, or (3) by the stockholders.

        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 he is
   not entitled to be indemnified by the corporation as authorized in Section
   145.  Such expenses (including attorneys' fees) incurred by other employees
   and agents may be so paid upon such terms and conditions, if any, as the
   board of directors 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

                                      II-2
<PAGE>
 
   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 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

                                      II-3
<PAGE>
 
   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)   PerformanceShare, 1997 Nonqualified Stock Option Plan of
                   Electronic Data Systems Corporation.

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

            5      Opinion of D. Gilbert Friedlander

            23(a)  Consent of KPMG Peat Marwick LLP

                                      II-4
<PAGE>
 
            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, represent a
                  fundamental change in the information set forth in this
                  Registration Statement;

                         (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 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)

                                      II-5
<PAGE>
 
   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 a Registration Statement 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 Plano, State of Texas, on this 19th
day of February, 1997.



                                    Electronic Data Systems Corporation



                                    By: /s/ LESTER M. ALBERTHAL, JR.
                                       -------------------------------------
                                             Lester M. Alberthal, Jr.
                                            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 Lester M. Alberthal, Jr., Gary J.
Fernandes, Joseph M. Grant and Jeffrey M. Heller, 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 February 19,
1997 in the capacities indicated.

 
         SIGNATURE                                  TITLE
         ---------                                  -----
 
                             
/s/ LESTER M. ALBERTHAL, JR.         Chairman of the Board, Chief Executive 
----------------------------         Officer and Director (Principal 
  Lester M. Alberthal, Jr.           Executive Officer)
 
 
/s / GARY J. FERNANDES               Vice Chairman and Director
---------------------------
     Gary J. Fernandes
 

/s/ JEFFREY M. HELLER                President, Chief Operating Officer and
---------------------------          Director
     Jeffrey M. Heller
 

/s/ JOSEPH M. GRANT                  Executive Vice President and Chief 
---------------------------          Financial Officer (Principal Financial
     Joseph M. Grant                 Officer)
     
 
/s/ H. PAULETT EBERHART              Vice President and Controller (Principal
---------------------------          Accounting Officer)
    H. Paulett Eberhart

                                      II-7
<PAGE>
 
         SIGNATURE                                  TITLE
         ---------                                  -----
 
                            
/s/ JAMES A. BAKER, III                             Director
--------------------------
    James A. Baker, III
 
                            
/s/ RICHARD B. CHENEY                               Director
--------------------------
    Richard B. Cheney
 
                            
/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
 
                            
/s/ ENRIQUE J. SOSA                                 Director
--------------------------
     Enrique J. Sosa
 
                            
/s/ WILLIAM H. GRAY, III                            Director
--------------------------
   William H. Gray, III

                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29251}]
{"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": "333-22077", "film-number": "97539106"}, "business-address": {"street1": "5400 LEGACY DR", "street2": "H3-3D-05", "city": "PLANO", "state": "TX", "zip": "75024", "phone": "2146055491"}, "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 FEBRUARY 20, 1997
                                                         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)

             PerformanceShare, 1997 Nonqualified Stock Option Plan
                    of Electronic Data Systems Corporation
                           (Full title of the plan)
                                        
                                Joseph M. Grant
                            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)                               8,100,000 shares      $46.4375(2)      $376,143,750          $113,983
===================================================================================================================
(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 Composite Tape
    on February 13, 1997 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.

                                       2
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' Current Reports on Form 8-K dated as of April 23, 1996,
   June 7, 1996, June 18, 1996, July 16, 1996, November 5, 1996 and February 4,
   1997;

            2.     EDS' Quarterly Reports on Form 10-Q for the quarters ended
   March 31, June 30 and September 30, 1996; and

            3.     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 deregisters 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.

   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

                                      II-1
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 director,
   officer, employee or agent 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 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 (1) by a majority
   vote of the directors who were not parties to such action, suit or
   proceeding, even though less than a quorum, or (2) if there are no such
   directors, or if such directors so direct, by independent legal counsel in a
   written opinion, or (3) by the stockholders.

        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 he is
   not entitled to be indemnified by the corporation as authorized in Section
   145.  Such expenses (including attorneys' fees) incurred by other employees
   and agents may be so paid upon such terms and conditions, if any, as the
   board of directors 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

                                      II-2
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 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

                                      II-3
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)   PerformanceShare, 1997 Nonqualified Stock Option Plan of
                   Electronic Data Systems Corporation.

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

            5      Opinion of D. Gilbert Friedlander

            23(a)  Consent of KPMG Peat Marwick LLP

                                      II-4
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, represent a
                  fundamental change in the information set forth in this
                  Registration Statement;

                         (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 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)

                                      II-5
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 a Registration Statement 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 Plano, State of Texas, on this 19th
day of February, 1997.

                                    Electronic Data Systems Corporation

                                    By: /s/ LESTER M. ALBERTHAL, JR.
                                       -------------------------------------
                                             Lester M. Alberthal, Jr.
                                            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 Lester M. Alberthal, Jr., Gary J.
Fernandes, Joseph M. Grant and Jeffrey M. Heller, 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 February 19,
1997 in the capacities indicated.

 
         SIGNATURE                                  TITLE
         ---------                                  -----
 
                             
/s/ LESTER M. ALBERTHAL, JR.         Chairman of the Board, Chief Executive 
----------------------------         Officer and Director (Principal 
  Lester M. Alberthal, Jr.           Executive Officer)
 
 
/s / GARY J. FERNANDES               Vice Chairman and Director
---------------------------
     Gary J. Fernandes
 

/s/ JEFFREY M. HELLER                President, Chief Operating Officer and
---------------------------          Director
     Jeffrey M. Heller
 

/s/ JOSEPH M. GRANT                  Executive Vice President and Chief 
---------------------------          Financial Officer (Principal Financial
     Joseph M. Grant                 Officer)
     
 
/s/ H. PAULETT EBERHART              Vice President and Controller (Principal
---------------------------          Accounting Officer)
    H. Paulett Eberhart

                                      II-7
SIGNATURE                                  TITLE
         ---------                                  -----
 
                            
/s/ JAMES A. BAKER, III                             Director
--------------------------
    James A. Baker, III
 
                            
/s/ RICHARD B. CHENEY                               Director
--------------------------
    Richard B. Cheney
 
                            
/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
 
                            
/s/ ENRIQUE J. SOSA                                 Director
--------------------------
     Enrique J. Sosa
 
                            
/s/ WILLIAM H. GRAY, III                            Director
--------------------------
   William H. Gray, III

                                      II-8