As filed with the Securities and Exchange Commission on August 1, 1996
                                                 Registration No. 333-_______

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                            ____________________
                                  FORM S-8
                          REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                       COMPUTER SCIENCES CORPORATION
             (Exact name of Registrant as specified in its charter)

                 Nevada                                      95-2043126
(State of incorporation or organization)                  (I.R.S. Employer
                                                         Identification No.)
         2100 East Grand Avenue
         El Segundo, California                                    90245
(Address of principal executive offices)                         (zip code)

                          The Continuum Company, Inc.:
                          ---------------------------
                        1983 Incentive Stock Option Plan
                             1992 Stock Option Plan
                            1994 Incentive Stock Plan
                        1994 Directors Stock Option Plan
                        1995 Directors' Stock Option Plan
            Non-Statutory Stock Option Agreement with W. Michael Long
             Non-Statutory Stock Option Agreement with E. Lee Walker
              Non-Statutory Stock Option Agreement with Paul Zoukis
           Non-Statutory Stock Option Agreement with James J. Dellamore
          Non-Statutory Stock Option Agreement with Michael H. Anderson
         Non-Statutory Stock Option Agreement with Jean-Charles Miginiac
          Non-Statutory Stock Option Agreement with Jean-Louis Rossignol
           Non-Statutory Stock Option Agreement with Jean-Michel Renck
             Non-Statutory Stock Option Agreement with Kevan Howley

                                Hogan Systems, Inc.:
                                -------------------
                         1982 Incentive Stock Option Plan
                         1984 Incentive Stock Option Plan
                         1985 Incentive Stock Option Plan
                        1982 Nonstatutory Stock Option Plan
                        1984 Nonstatutory Stock Option Plan
                        1985 Nonstatutory Stock Option Plan
                             (Full Title of the Plans)

                               HAYWARD D. FISK, ESQ.
                   Vice President, General Counsel and Secretary
                           Computer Sciences Corporation
                               2100 East Grand Avenue
                           El Segundo, California  90245
                      (Name and Address of Agent For Service)
                                   (310) 615-0311
            (Telephone Number, Including Area Code, of Agent For Service)
                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                   Proposed 
Title of                           Proposed         Maximum
Securities                         Maximum         Aggregate       Amount of
  to be         Amount to be    Offering Price     Offering       Registration
Registered     Registered (1)   Per Share (1)      Price (1)           Fee
- ----------     --------------   --------------   ---------------  ------------
<S>            <C>              <C>              <C>              <C>
Common Stock,
par value 
$1.00 (2)        2,511,327         $66.06        $165,898,261.62   $57,206.30
</TABLE>
(1)  Upon its acquisition of The Continuum Company, Inc. ("Continuum") on
     August 1, 1996, the Registrant assumed all then-outstanding stock options
     previously granted to directors and employees of Continuum or its wholly
     owned subsidiary, Hogan Systems, Inc.  The registration fee was
     calculated pursuant to Rule 457(h) under the Securities Act of 1933, and
     is based upon the average of the high and low prices of the Common Stock
     on the New York Stock Exchange on July 26, 1996.
(2)  Including the associated preferred stock purchase rights.


<PAGE>




                                    PART I

              INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Not filed as part of this Registration Statement pursuant to the Note to 
Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Not filed as part of this Registration Statement pursuant to the Note to 
Part I of Form S-8.


                                    PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents of the Registrant heretofore filed with the 
Securities and Exchange Commission are hereby incorporated in this 
Registration Statement by reference:

  (1)  the Annual Report of the Registrant on Form 10-K for the fiscal year 
ended March 29,1996, as amended by Amendment No. 1 on Form 10-K/A filed on 
June 26, 1996;

  (2)  the Current Report of the Registrant on Form 8-K dated May 2, 1996;

  (3)  the description of the Common Stock contained in the Registration 
Statement of the Registrant on Form 10, as amended; and

  (4)  the description of the rights to purchase preferred stock contained in 
the Registration Statement of the Registrant on Form 8-A, as amended.

     All reports and other documents filed by the Registrant after the date 
hereof pursuant to Sections 13(a) or (c), 14 and 15(d) of the Securities 
Exchange Act of 1934, prior to the filing of a post-effective amendment which 
indicates that all securities offered hereunder have been sold or which 
deregisters all such securities then remaining unsold shall be deemed to be 
incorporated in this Registration Statement by reference and to be part hereof 
from the date of filing of such documents.

Item 4.	Description of Securities.

     Not applicable.

                                       2

<PAGE>



Item 5.  Interests of Named Experts and Counsel.

     The validity of the issuance of the shares of Common Stock offered 
pursuant to the Prospectus will be passed upon for the Registrant by Hayward 
D. Fisk, Vice President, General Counsel and Secretary of the Registrant.

Item 6.  Indemnification of Directors and Officers.

     Section 78.751 of the Nevada General Corporation Law 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, by 
reason of the fact that he or she is 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.  A corporation may indemnify any 
such person against expenses (including attorneys' fees), judgments, fines and 
amounts paid in settlement actually and reasonably incurred in connection with 
such action, suit or proceeding if the person identified acted in good faith 
and in a manner he or she reasonably believed to be in or not opposed to the 
best interest of the corporation and, with respect to any criminal action or 
proceeding, had no cause to believe his or her conduct was unlawful.  In the 
case of an action by or in the right of the corporation, no indemnification 
may be made in respect to 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 court in which such action or suit was brought or another 
court of competent jurisdiction shall determine that in view of all the 
circumstances of the case, such person is fairly and reasonably entitled to 
indemnity therefor.  Section 78.751 further provides that to the extent a 
director or officer of a corporation has been successful in the defense of any 
action, suit or proceeding referred to above or in the defense of any claim, 
issue or matter therein, he or she shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably incurred by him or her in 
connection therewith.

     The Registrant's Restated Articles of Incorporation, as amended (the 
"Charter"), provide that the Registrant shall, to the fullest extent permitted 
by applicable law, indemnify any person who was or is a party or is threatened 
to be made a party to any action, suit or proceeding of the type described 
above by reason of the fact that he or she is or was or has agreed to become a 
director or officer of the Registrant, or is serving at the request of the 
Registrant as director or officer of another corporation, partnership, joint 
venture, trust, employee benefit plan or other enterprise, provided that with 
respect to any action, suit or proceeding initiated by a director or officer, 
the Registrant shall indemnify such director or officer only if the action, 
suit or proceeding was authorized by the Registrant's Board of Directors or is 
a suit for enforcement of rights to indemnification or advancement of expenses 
in accordance with the procedure therefor prescribed in the Charter.

     The Charter also provides that the expenses of directors and officers 
incurred as a party to any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative, shall be 
paid by the Registrant as they are incurred and in advance of the final 
disposition of the action, suit or proceeding, provided that if applicable law 
so requires, the advance payment of expenses shall be made only upon receipt 
by the Registrant of an undertaking by or on behalf of the director or officer 
to repay all amounts so advanced in the event it is ultimately determined by a 
final decision, 

                                       3

<PAGE>

order or decree of a court of competent jurisdiction that the director or 
officer is not entitled to be indemnified for such expenses under the Charter.

     The Registrant has entered into Indemnification Agreements with each of 
its directors and officers pursuant to which it has indemnified them against 
expenses incurred in connection with any claims made against them as a result 
of any act, omission, neglect or breach of duty committed or suffered while 
acting as a director or officer of the Registrant, or while serving at the 
request of the Registrant as a director of officer of another corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise.  
These Indemnification Agreements do not obligate the Registrant to make any 
payment in connection with a claim against a director or officer to the extent 
that: (a) payment is made under an insurance policy, (b) the director or 
officer is otherwise indemnified, (c) the claim is based upon the director or 
officer gaining any improper personal profit or advantage to which he or she 
is not  legally entitled, (d) the claim is for an accounting of profits made 
from the purchase or sale by the director or officer of securities of the 
Registrant within the meaning of Section 16(b) of the Securities Exchange Act 
of 1934 or (e) the claim is brought about or contributed to by the dishonesty 
of the director or officer, but only if a judgment or other final adjudication 
adverse to the director or officer establishes that he or she committed acts 
of active and deliberate dishonesty, with actual dishonest purpose and intent, 
which acts were material to the cause of action so adjudicated.  The 
Indemnification Agreements provide that the costs and expenses incurred by 
directors and officers in defending or investigating any action, suit, 
proceeding or investigation will be paid by the Registrant in advance of the 
final disposition of the matter upon receipt of a written undertaking by or on 
behalf of the director or officer to repay any such amounts if it is 
ultimately determined that he or she is not entitled to indemnification under 
the Indemnification Agreement.  No such advance will be made by the 
Registrant, however, if, within 60 days of a request for such an advance, a 
determination is reasonably made by the Board of Directors or independent 
legal counsel, based upon the facts known at the time, that it is more likely 
than not it will ultimately be determined that the director or officer is not 
entitled to indemnification under the Indemnification Agreement.

     The Registrant currently maintains an insurance policy which, within the 
limits and subject to the terms and conditions thereof, covers certain 
expenses and liabilities that may be incurred by directors and officers in 
connection with or as a consequence of certain actions, suits or proceedings 
that may be brought against them as a result of an act or omission committed 
or suffered while acting as a director or officer of the Registrant.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

    4.1  Restated Articles of Incorporation of the Registrant filed with the 
Nevada Secretary of State on November 21, 1988 (incorporated by reference to 
Exhibit III(i) to the Registrant's Annual Report on Form 10-K for the fiscal 
year ended March 31, 1989)

                                       4

<PAGE>


    4.2  Amendment to Restated Articles of Incorporation of the Registrant 
filed with the Nevada Secretary of State on August 11, 1992 (incorporated by 
reference to Appendix B to the Registrant's Proxy Statement for the Annual 
Meeting of Stockholders held on August 10, 1992)

    4.3  Amendment to Restated Articles of Incorporation of the Registrant 
filed with the Nevada Secretary of State on July 31, 1996 (incorporated by 
reference to Appendix D to the Registrant's Proxy Statement for the Annual 
Meeting of Stockholders held on July 31, 1996)

    4.4  Bylaws of the Registrant, effective January 31, 1993 (incorporated by 
reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for 
the fiscal year ended March 31, 1995)

    4.5  Amended and Restated Rights Agreement dated as of August 1, 1996 by 
and between the Registrant and ChaseMellon Shareholder Services, L.L.C. 
(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report 
on Form 8-K dated August 1, 1996)

    5.1  Opinion of Hayward D. Fisk, Esq.

   23.1  Consent of Deloitte & Touche LLP

   23.2  Consent of Hayward D. Fisk, Esq. (included in Exhibit 5.1)

   24    Power of Attorney (included on pages 7 and 8 of this Registration 
Statement)

Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being made, 
a post-effective amendment to this Registration Statement;

        (i)    To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant pursuant 
to Section 13 or Section 15(d) of the 

                                       5

<PAGE>

Securities Exchange Act of 1934 that are incorporated by reference in the 
Registration Statement.

      (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, 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)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

    (c)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or otherwise, 
the Registrant has been advised that in the opinion of the Securities and 
Exchange 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 the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.

                                       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 El Segundo, State of California, on 
this 31st day of July, 1996.

                                   COMPUTER SCIENCES CORPORATION


                                   By /s/ Van B. Honeycutt
                                      __________________________
                                      Van B. Honeycutt
                                      President and Chief Executive Officer


                            POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this 
Registration Statement appears below hereby constitutes and appoints Van B. 
Honeycutt, Leon J. Level and Hayward D. Fisk, and each of them, as such 
person's true and lawful attorney-in-fact and agent with full power of 
substitution for such person and in such person's name, place and stead, in 
any and all capacities, to sign and to file with the Securities and Exchange 
Commission, any and all amendments and post-effective amendments to this 
Registration Statement, with exhibits thereto and other documents in 
connection therewith, granting unto each said attorney-in-fact and agent full 
power and authority to do and perform each and every act and thing requisite 
and necessary to be done in and about the premises, as fully to all intents 
and purposes as such person might or could do in person, hereby ratifying and 
confirming all that each said attorney-in-fact and agent, or any substitute 
therefor, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the date indicated.

<TABLE>
<CAPTION>
        Signature                    Title                         Date
        ---------                    -----                         -----
<S>                         <C>                                 <C>

/s/ Van B. Honeycutt        President, Chief Executive          July 31, 1996
- -----------------------     Officer and Director 
Van B. Honeycutt            (Principal Executive Officer)


/s/ Leon J. Level           Vice President, Chief Financial     July 31, 1996
- ------------------------    Officer and Director 
Leon J. Level               (Principal Financial Officer)


/s/ Denis M. Crane          Vice President and Controller       July 31, 1996
- ------------------------    (Principal Accounting Officer)
Denis M. Crane 

</TABLE>
                                       7


<PAGE>
<TABLE>
<CAPTION>
        Signature                    Title                         Date
        ---------                    -----                         -----
<S>                         <C>                                 <C>

/s/ William R. Hoover       Chairman of the Board               July 31, 1996
- ------------------------
William R. Hoover


/s/ Howard P. Allen         Director                            July 31, 1996
- ------------------------
Howard P. Allen


/s/ Irving W. Bailey, II    Director                            July 31, 1996
- ------------------------
Irving W. Bailey, II


/s/ Richard C. Lawton       Director                            July 31, 1996
- ------------------------
Richard C. Lawton


/s/ F. Warren McFarlan      Director                            July 31, 1996
- ------------------------
F. Warren McFarlan


/s/ James R. Mellor         Director                            July 31, 1996
- ------------------------
James R. Mellor


/s/ Alvin E. Nashman        Director                            July 31, 1996
- ------------------------
Alvin E. Nashman

</TABLE>


                                       8




<PAGE>




                                EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit No.     Description
- -----------     -----------
<S>             <C>
 4.1            Restated Articles of Incorporation of the Registrant filed
                with the Nevada Secretary of State on November 21, 1988
                (incorporated by reference to Exhibit III(i) to the
                Registrant's Annual Report on Form 10-K for the fiscal year
                ended March 31, 1989)

 4.2            Amendment to Restated Articles of Incorporation of the
                Registrant filed with the Nevada Secretary of State on August
                11, 1992 (incorporated by reference to Appendix B to the
                Registrant's Proxy Statement for the Annual Meeting of
                Stockholders held on August 10, 1992)

 4.3            Amendment to Restated Articles of Incorporation of the
                Registrant filed with the Nevada Secretary of State on July
                31, 1996 (incorporated by reference to Appendix D to the
                Registrant's Proxy Statement for the Annual Meeting of
                Stockholders held on July 31, 1996)

 4.4            Bylaws of the Registrant, effective January 31, 1993
                (incorporated by reference to Exhibit 3.3 to the Registrant's
                Annual Report on Form 10-K for the fiscal year ended March 31,
                1995)

 4.5            Amended and Restated Rights Agreement dated as of August 1,
                1996 by and between the Registrant and ChaseMellon Shareholder
                Services, L.L.C. (incorporated by reference to Exhibit 4.1 to
                the Registrant's Current Report on Form 8-K dated August 1,
                1996)

 5.1            Opinion of Hayward D. Fisk, Esq.

23.1            Consent of Deloitte & Touche LLP

23.2            Consent of Hayward D. Fisk, Esq. (included in Exhibit 5.1)

24              Power of Attorney (included on pages 7 and 8 of this
                Registration Statement)





                                       9


<PAGE>


                                  Exhibit 5.1
                                  -----------


August 1, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:  Registration Statement on Form S-8
     ----------------------------------

Ladies and Gentlemen:

I am an attorney-at-law, duly licensed to practice law before the United 
States Supreme Court, several lower federal courts and in the States of 
Kansas, Pennsylvania and the District of Columbia, and I am Vice President, 
General Counsel and Secretary of Computer Sciences Corporation (the 
"Company"). I have acted as legal counsel to the Company in connection with 
the preparation and filing with the Securities and Exchange Commission of the 
Company's Registration Statement on Form S-8 (the "Registration Statement") 
covering 2,511,327 shares of the common stock, par value $1.00 per share, 
together with the associated preferred stock purchase rights, of the Company 
(collectively, the "Common Stock") issuable upon exercise of outstanding 
options to purchase shares of the common stock of The Continuum Company, Inc. 
("Continuum"), which options (the "Continuum Options") were assumed by the 
Company in connection with the merger of Continental Acquisition, Inc., a 
subsidiary of the Company ("Sub"), with and into Continuum, which merger (the 
"Merger") was consummated on the date hereof.

As such counsel, I have examined the Registration Statement and the exhibits 
thereto, the Agreement and Plan of Merger dated as of April 28, 1996 by and 
among the Company, Sub and Continuum relating to the Merger, the Registration 
Statement on Form S-4 (Registration No. 333-05649) covering the shares of 
Common Stock issuable in connection with the Merger and the prospectus 
included therein (the "Prospectus"), the Company's Restated Articles of 
Incorporation and Bylaws, and the minute books containing the minutes of 
meetings of the Board of Directors of the Company, and such other documents, 
and have obtained such certificates and assurances from public officials and 
from officers and representatives of the Company, as I have deemed necessary 
for the purpose 


<PAGE>

of rendering this opinion.  I have assumed the genuineness of all signatures 
on, and the authenticity of, all documents and instruments submitted to me as 
originals, and the conformity to original documents of all documents submitted 
to me as certified or photostatic copies, and the authenticity of all such 
copies of documents.

Based upon the foregoing and in reliance thereon, I am of the opinion that the 
shares of Common Stock, other than treasury stock, to be issued by the Company 
pursuant to the Continuum Options will, when sold and paid for in accordance 
with the terms thereof and as described in the Prospectus, be validly issued, 
fully paid and nonassessable.

I consent to the use of this opinion as an exhibit to the Registration 
Statement and further consent to the use of my name under the caption 
"Interests of Named Experts and Counsel" in the Registration Statement.

Sincerely,



Hayward D. Fisk





<PAGE>


                                  Exhibit 23.1
                                  ------------


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of 
Computer Sciences Corporation on Form S-8 relating to the shares of its common 
stock issuable upon exercise of the options to purchase shares of common stock 
of The Continuum Company, Inc. that were assumed by Computer Sciences 
Corporation in connection with the merger of its subsidiary, Continental 
Acquisition, Inc., with and into The Continuum Company, Inc., of our report 
dated May 24, 1996, appearing in the Annual Report on Form 10-K, as amended, 
of Computer Sciences Corporation for the year ended March 29, 1996.


DELOITTE & TOUCHE LLP

Los Angeles, California
August 1, 1996






</TABLE>
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As filed with the Securities and Exchange Commission on August 1, 1996
                                                 Registration No. 333-_______

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                            ____________________
                                  FORM S-8
                          REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                       COMPUTER SCIENCES CORPORATION
             (Exact name of Registrant as specified in its charter)

                 Nevada                                      95-2043126
(State of incorporation or organization)                  (I.R.S. Employer
                                                         Identification No.)
         2100 East Grand Avenue
         El Segundo, California                                    90245
(Address of principal executive offices)                         (zip code)

                          The Continuum Company, Inc.:
                          ---------------------------
                        1983 Incentive Stock Option Plan
                             1992 Stock Option Plan
                            1994 Incentive Stock Plan
                        1994 Directors Stock Option Plan
                        1995 Directors' Stock Option Plan
            Non-Statutory Stock Option Agreement with W. Michael Long
             Non-Statutory Stock Option Agreement with E. Lee Walker
              Non-Statutory Stock Option Agreement with Paul Zoukis
           Non-Statutory Stock Option Agreement with James J. Dellamore
          Non-Statutory Stock Option Agreement with Michael H. Anderson
         Non-Statutory Stock Option Agreement with Jean-Charles Miginiac
          Non-Statutory Stock Option Agreement with Jean-Louis Rossignol
           Non-Statutory Stock Option Agreement with Jean-Michel Renck
             Non-Statutory Stock Option Agreement with Kevan Howley

                                Hogan Systems, Inc.:
                                -------------------
                         1982 Incentive Stock Option Plan
                         1984 Incentive Stock Option Plan
                         1985 Incentive Stock Option Plan
                        1982 Nonstatutory Stock Option Plan
                        1984 Nonstatutory Stock Option Plan
                        1985 Nonstatutory Stock Option Plan
                             (Full Title of the Plans)

                               HAYWARD D. FISK, ESQ.
                   Vice President, General Counsel and Secretary
                           Computer Sciences Corporation
                               2100 East Grand Avenue
                           El Segundo, California  90245
                      (Name and Address of Agent For Service)
                                   (310) 615-0311
            (Telephone Number, Including Area Code, of Agent For Service)
                           CALCULATION OF REGISTRATION FEE
Proposed 
Title of                           Proposed         Maximum
Securities                         Maximum         Aggregate       Amount of
  to be         Amount to be    Offering Price     Offering       Registration
Registered     Registered (1)   Per Share (1)      Price (1)           Fee
- ----------     --------------   --------------   ---------------  ------------
Common Stock,
par value 
$1.00 (2)        2,511,327         $66.06        $165,898,261.62   $57,206.30
(1)  Upon its acquisition of The Continuum Company, Inc. ("Continuum") on
     August 1, 1996, the Registrant assumed all then-outstanding stock options
     previously granted to directors and employees of Continuum or its wholly
     owned subsidiary, Hogan Systems, Inc.  The registration fee was
     calculated pursuant to Rule 457(h) under the Securities Act of 1933, and
     is based upon the average of the high and low prices of the Common Stock
     on the New York Stock Exchange on July 26, 1996.
(2)  Including the associated preferred stock purchase rights.
PART I

              INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Not filed as part of this Registration Statement pursuant to the Note to 
Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Not filed as part of this Registration Statement pursuant to the Note to 
Part I of Form S-8.

                                    PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents of the Registrant heretofore filed with the 
Securities and Exchange Commission are hereby incorporated in this 
Registration Statement by reference:

  (1)  the Annual Report of the Registrant on Form 10-K for the fiscal year 
ended March 29,1996, as amended by Amendment No. 1 on Form 10-K/A filed on 
June 26, 1996;

  (2)  the Current Report of the Registrant on Form 8-K dated May 2, 1996;

  (3)  the description of the Common Stock contained in the Registration 
Statement of the Registrant on Form 10, as amended; and

  (4)  the description of the rights to purchase preferred stock contained in 
the Registration Statement of the Registrant on Form 8-A, as amended.

     All reports and other documents filed by the Registrant after the date 
hereof pursuant to Sections 13(a) or (c), 14 and 15(d) of the Securities 
Exchange Act of 1934, prior to the filing of a post-effective amendment which 
indicates that all securities offered hereunder have been sold or which 
deregisters all such securities then remaining unsold shall be deemed to be 
incorporated in this Registration Statement by reference and to be part hereof 
from the date of filing of such documents.

Item 4.	Description of Securities.

     Not applicable.

                                       2
Item 5.  Interests of Named Experts and Counsel.

     The validity of the issuance of the shares of Common Stock offered 
pursuant to the Prospectus will be passed upon for the Registrant by Hayward 
D. Fisk, Vice President, General Counsel and Secretary of the Registrant.

Item 6.  Indemnification of Directors and Officers.

     Section 78.751 of the Nevada General Corporation Law 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, by 
reason of the fact that he or she is 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.  A corporation may indemnify any 
such person against expenses (including attorneys' fees), judgments, fines and 
amounts paid in settlement actually and reasonably incurred in connection with 
such action, suit or proceeding if the person identified acted in good faith 
and in a manner he or she reasonably believed to be in or not opposed to the 
best interest of the corporation and, with respect to any criminal action or 
proceeding, had no cause to believe his or her conduct was unlawful.  In the 
case of an action by or in the right of the corporation, no indemnification 
may be made in respect to 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 court in which such action or suit was brought or another 
court of competent jurisdiction shall determine that in view of all the 
circumstances of the case, such person is fairly and reasonably entitled to 
indemnity therefor.  Section 78.751 further provides that to the extent a 
director or officer of a corporation has been successful in the defense of any 
action, suit or proceeding referred to above or in the defense of any claim, 
issue or matter therein, he or she shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably incurred by him or her in 
connection therewith.

     The Registrant's Restated Articles of Incorporation, as amended (the 
"Charter"), provide that the Registrant shall, to the fullest extent permitted 
by applicable law, indemnify any person who was or is a party or is threatened 
to be made a party to any action, suit or proceeding of the type described 
above by reason of the fact that he or she is or was or has agreed to become a 
director or officer of the Registrant, or is serving at the request of the 
Registrant as director or officer of another corporation, partnership, joint 
venture, trust, employee benefit plan or other enterprise, provided that with 
respect to any action, suit or proceeding initiated by a director or officer, 
the Registrant shall indemnify such director or officer only if the action, 
suit or proceeding was authorized by the Registrant's Board of Directors or is 
a suit for enforcement of rights to indemnification or advancement of expenses 
in accordance with the procedure therefor prescribed in the Charter.

     The Charter also provides that the expenses of directors and officers 
incurred as a party to any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative, shall be 
paid by the Registrant as they are incurred and in advance of the final 
disposition of the action, suit or proceeding, provided that if applicable law 
so requires, the advance payment of expenses shall be made only upon receipt 
by the Registrant of an undertaking by or on behalf of the director or officer 
to repay all amounts so advanced in the event it is ultimately determined by a 
final decision, 

                                       3
order or decree of a court of competent jurisdiction that the director or 
officer is not entitled to be indemnified for such expenses under the Charter.

     The Registrant has entered into Indemnification Agreements with each of 
its directors and officers pursuant to which it has indemnified them against 
expenses incurred in connection with any claims made against them as a result 
of any act, omission, neglect or breach of duty committed or suffered while 
acting as a director or officer of the Registrant, or while serving at the 
request of the Registrant as a director of officer of another corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise.  
These Indemnification Agreements do not obligate the Registrant to make any 
payment in connection with a claim against a director or officer to the extent 
that: (a) payment is made under an insurance policy, (b) the director or 
officer is otherwise indemnified, (c) the claim is based upon the director or 
officer gaining any improper personal profit or advantage to which he or she 
is not  legally entitled, (d) the claim is for an accounting of profits made 
from the purchase or sale by the director or officer of securities of the 
Registrant within the meaning of Section 16(b) of the Securities Exchange Act 
of 1934 or (e) the claim is brought about or contributed to by the dishonesty 
of the director or officer, but only if a judgment or other final adjudication 
adverse to the director or officer establishes that he or she committed acts 
of active and deliberate dishonesty, with actual dishonest purpose and intent, 
which acts were material to the cause of action so adjudicated.  The 
Indemnification Agreements provide that the costs and expenses incurred by 
directors and officers in defending or investigating any action, suit, 
proceeding or investigation will be paid by the Registrant in advance of the 
final disposition of the matter upon receipt of a written undertaking by or on 
behalf of the director or officer to repay any such amounts if it is 
ultimately determined that he or she is not entitled to indemnification under 
the Indemnification Agreement.  No such advance will be made by the 
Registrant, however, if, within 60 days of a request for such an advance, a 
determination is reasonably made by the Board of Directors or independent 
legal counsel, based upon the facts known at the time, that it is more likely 
than not it will ultimately be determined that the director or officer is not 
entitled to indemnification under the Indemnification Agreement.

     The Registrant currently maintains an insurance policy which, within the 
limits and subject to the terms and conditions thereof, covers certain 
expenses and liabilities that may be incurred by directors and officers in 
connection with or as a consequence of certain actions, suits or proceedings 
that may be brought against them as a result of an act or omission committed 
or suffered while acting as a director or officer of the Registrant.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

    4.1  Restated Articles of Incorporation of the Registrant filed with the 
Nevada Secretary of State on November 21, 1988 (incorporated by reference to 
Exhibit III(i) to the Registrant's Annual Report on Form 10-K for the fiscal 
year ended March 31, 1989)

                                       4
4.2  Amendment to Restated Articles of Incorporation of the Registrant 
filed with the Nevada Secretary of State on August 11, 1992 (incorporated by 
reference to Appendix B to the Registrant's Proxy Statement for the Annual 
Meeting of Stockholders held on August 10, 1992)

    4.3  Amendment to Restated Articles of Incorporation of the Registrant 
filed with the Nevada Secretary of State on July 31, 1996 (incorporated by 
reference to Appendix D to the Registrant's Proxy Statement for the Annual 
Meeting of Stockholders held on July 31, 1996)

    4.4  Bylaws of the Registrant, effective January 31, 1993 (incorporated by 
reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for 
the fiscal year ended March 31, 1995)

    4.5  Amended and Restated Rights Agreement dated as of August 1, 1996 by 
and between the Registrant and ChaseMellon Shareholder Services, L.L.C. 
(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report 
on Form 8-K dated August 1, 1996)

    5.1  Opinion of Hayward D. Fisk, Esq.

   23.1  Consent of Deloitte & Touche LLP

   23.2  Consent of Hayward D. Fisk, Esq. (included in Exhibit 5.1)

   24    Power of Attorney (included on pages 7 and 8 of this Registration 
Statement)

Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being made, 
a post-effective amendment to this Registration Statement;

        (i)    To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant pursuant 
to Section 13 or Section 15(d) of the 

                                       5
Securities Exchange Act of 1934 that are incorporated by reference in the 
Registration Statement.

      (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, 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)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

    (c)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or otherwise, 
the Registrant has been advised that in the opinion of the Securities and 
Exchange 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 the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.

                                       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 El Segundo, State of California, on 
this 31st day of July, 1996.

                                   COMPUTER SCIENCES CORPORATION

                                   By /s/ Van B. Honeycutt
                                      __________________________
                                      Van B. Honeycutt
                                      President and Chief Executive Officer

                            POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this 
Registration Statement appears below hereby constitutes and appoints Van B. 
Honeycutt, Leon J. Level and Hayward D. Fisk, and each of them, as such 
person's true and lawful attorney-in-fact and agent with full power of 
substitution for such person and in such person's name, place and stead, in 
any and all capacities, to sign and to file with the Securities and Exchange 
Commission, any and all amendments and post-effective amendments to this 
Registration Statement, with exhibits thereto and other documents in 
connection therewith, granting unto each said attorney-in-fact and agent full 
power and authority to do and perform each and every act and thing requisite 
and necessary to be done in and about the premises, as fully to all intents 
and purposes as such person might or could do in person, hereby ratifying and 
confirming all that each said attorney-in-fact and agent, or any substitute 
therefor, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the date indicated.
Signature                    Title                         Date
        ---------                    -----                         -----
/s/ Van B. Honeycutt        President, Chief Executive          July 31, 1996
- -----------------------     Officer and Director 
Van B. Honeycutt            (Principal Executive Officer)

/s/ Leon J. Level           Vice President, Chief Financial     July 31, 1996
- ------------------------    Officer and Director 
Leon J. Level               (Principal Financial Officer)

/s/ Denis M. Crane          Vice President and Controller       July 31, 1996
- ------------------------    (Principal Accounting Officer)
Denis M. Crane
7
Signature                    Title                         Date
        ---------                    -----                         -----
/s/ William R. Hoover       Chairman of the Board               July 31, 1996
- ------------------------
William R. Hoover

/s/ Howard P. Allen         Director                            July 31, 1996
- ------------------------
Howard P. Allen

/s/ Irving W. Bailey, II    Director                            July 31, 1996
- ------------------------
Irving W. Bailey, II

/s/ Richard C. Lawton       Director                            July 31, 1996
- ------------------------
Richard C. Lawton

/s/ F. Warren McFarlan      Director                            July 31, 1996
- ------------------------
F. Warren McFarlan

/s/ James R. Mellor         Director                            July 31, 1996
- ------------------------
James R. Mellor

/s/ Alvin E. Nashman        Director                            July 31, 1996
- ------------------------
Alvin E. Nashman
8
EXHIBIT INDEX
Exhibit No.     Description
- -----------     -----------
4.1            Restated Articles of Incorporation of the Registrant filed
                with the Nevada Secretary of State on November 21, 1988
                (incorporated by reference to Exhibit III(i) to the
                Registrant's Annual Report on Form 10-K for the fiscal year
                ended March 31, 1989)

 4.2            Amendment to Restated Articles of Incorporation of the
                Registrant filed with the Nevada Secretary of State on August
                11, 1992 (incorporated by reference to Appendix B to the
                Registrant's Proxy Statement for the Annual Meeting of
                Stockholders held on August 10, 1992)

 4.3            Amendment to Restated Articles of Incorporation of the
                Registrant filed with the Nevada Secretary of State on July
                31, 1996 (incorporated by reference to Appendix D to the
                Registrant's Proxy Statement for the Annual Meeting of
                Stockholders held on July 31, 1996)

 4.4            Bylaws of the Registrant, effective January 31, 1993
                (incorporated by reference to Exhibit 3.3 to the Registrant's
                Annual Report on Form 10-K for the fiscal year ended March 31,
                1995)

 4.5            Amended and Restated Rights Agreement dated as of August 1,
                1996 by and between the Registrant and ChaseMellon Shareholder
                Services, L.L.C. (incorporated by reference to Exhibit 4.1 to
                the Registrant's Current Report on Form 8-K dated August 1,
                1996)

 5.1            Opinion of Hayward D. Fisk, Esq.

23.1            Consent of Deloitte & Touche LLP

23.2            Consent of Hayward D. Fisk, Esq. (included in Exhibit 5.1)

24              Power of Attorney (included on pages 7 and 8 of this
                Registration Statement)

                                       9
Exhibit 5.1
                                  -----------

August 1, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:  Registration Statement on Form S-8
     ----------------------------------

Ladies and Gentlemen:

I am an attorney-at-law, duly licensed to practice law before the United 
States Supreme Court, several lower federal courts and in the States of 
Kansas, Pennsylvania and the District of Columbia, and I am Vice President, 
General Counsel and Secretary of Computer Sciences Corporation (the 
"Company"). I have acted as legal counsel to the Company in connection with 
the preparation and filing with the Securities and Exchange Commission of the 
Company's Registration Statement on Form S-8 (the "Registration Statement") 
covering 2,511,327 shares of the common stock, par value $1.00 per share, 
together with the associated preferred stock purchase rights, of the Company 
(collectively, the "Common Stock") issuable upon exercise of outstanding 
options to purchase shares of the common stock of The Continuum Company, Inc. 
("Continuum"), which options (the "Continuum Options") were assumed by the 
Company in connection with the merger of Continental Acquisition, Inc., a 
subsidiary of the Company ("Sub"), with and into Continuum, which merger (the 
"Merger") was consummated on the date hereof.

As such counsel, I have examined the Registration Statement and the exhibits 
thereto, the Agreement and Plan of Merger dated as of April 28, 1996 by and 
among the Company, Sub and Continuum relating to the Merger, the Registration 
Statement on Form S-4 (Registration No. 333-05649) covering the shares of 
Common Stock issuable in connection with the Merger and the prospectus 
included therein (the "Prospectus"), the Company's Restated Articles of 
Incorporation and Bylaws, and the minute books containing the minutes of 
meetings of the Board of Directors of the Company, and such other documents, 
and have obtained such certificates and assurances from public officials and 
from officers and representatives of the Company, as I have deemed necessary 
for the purpose
of rendering this opinion.  I have assumed the genuineness of all signatures 
on, and the authenticity of, all documents and instruments submitted to me as 
originals, and the conformity to original documents of all documents submitted 
to me as certified or photostatic copies, and the authenticity of all such 
copies of documents.

Based upon the foregoing and in reliance thereon, I am of the opinion that the 
shares of Common Stock, other than treasury stock, to be issued by the Company 
pursuant to the Continuum Options will, when sold and paid for in accordance 
with the terms thereof and as described in the Prospectus, be validly issued, 
fully paid and nonassessable.

I consent to the use of this opinion as an exhibit to the Registration 
Statement and further consent to the use of my name under the caption 
"Interests of Named Experts and Counsel" in the Registration Statement.

Sincerely,

Hayward D. Fisk
Exhibit 23.1
                                  ------------

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of 
Computer Sciences Corporation on Form S-8 relating to the shares of its common 
stock issuable upon exercise of the options to purchase shares of common stock 
of The Continuum Company, Inc. that were assumed by Computer Sciences 
Corporation in connection with the merger of its subsidiary, Continental 
Acquisition, Inc., with and into The Continuum Company, Inc., of our report 
dated May 24, 1996, appearing in the Annual Report on Form 10-K, as amended, 
of Computer Sciences Corporation for the year ended March 29, 1996.

DELOITTE & TOUCHE LLP

Los Angeles, California
August 1, 1996