As filed with the Securities and Exchange Commission on February 6, 1996
                                              Registration No. 33-______
========================================================================

                     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)

<TABLE>
<S>                                   <C>
                  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)
</TABLE>

                         1995 STOCK INCENTIVE PLAN
                          (Full Title of the Plan)

                           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        Proposed
                                     Maximum         Maximum
                                     Offering        Aggregate    Amount of
Title of Securities   Amount to be   Price           Offering     Registration
to be Registered      Registered     Per Share       Price        Fee
-------------------   ------------   ---------    --------------  ------------
<S>                   <C>            <C>          <C>             <C>
Common Stock,
par value $1.00(1)    2,500,000      $77.375(2)   $193,437,500.00 $66,702.59
<FN>
(1)  Including the associated preferred stock purchase rights.
(2)  Estimated solely for purposes of calculating the registration fee 
pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the 
average of the high and low prices of the Common Stock on the New York Stock 
Exchange on February 1, 1996.
</TABLE>

<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 31, 1995, as amended by Amendment No. 1 on Form 10-K/A filed on 
January 26, 1996;

  (2)  the Quarterly Reports of the Registrant on Form 10-Q for the fiscal 
quarters ended June 30, 1995 and September 29, 1995;

  (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.










<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,
<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  Computer Sciences Corporation 1995 Stock Incentive Plan (incorporated by 
reference to Appendix A to the Registrant's Proxy Statement for the Annual 
Meeting of Stockholders held on August 14, 1995)

4.2  Restated Articles of Incorporation of the Registrant filed with the 
Nevada Secretary of State on November 21, 1988 (incorporated by reference to


<PAGE>

Exhibit III(i) to the Registrant's Annual Report on Form 10-K for the fiscal 
year ended March 31, 1989)

4.3  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)

4.4  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, effective October 30, 1995, by and 
between the Registrant and Chemical Mellon Shareholder Services, as successor 
Rights Agent (incorporated by reference to Exhibit 10.27 to the Registrant's 
Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 1995)

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









<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.



















<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 5th day of 
February, 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
Van B. Honeycutt          Officer and Director
                          (Principal Executive Officer)     February 5, 1996

/s/ LEON J. LEVEL         Vice President, Chief Financial 
Leon J. Level             Officer and Director
                          (Principal Financial Officer)     February 5, 1996

/s/ DENIS M. CRANE        Vice President and Controller 
Denis M. Crane           (Principal Accounting Officer)     February 5, 1996
</TABLE>




<PAGE>
<TABLE>
<CAPTION>
       Signature                    Title                       Date
       ---------                    -----                       ----
<S>                       <C>                               <C>
/s/ WILLIAM R. HOOVER    Chairman of the Board 
William R. Hoover                                           February 5, 1996

/s/ HOWARD P. ALLEN      Director 
Howard P. Allen                                             February 5, 1996


/s/ IRVING W. BAILEY,II  Director 
Irving W. Bailey, II                                        February 5, 1996

/s/ RICHARD C. LAWTON    Director
Richard C. Lawton                                           February 5, 1996

/s/ F. WARREN McFARLAN   Director
F. Warren McFarlan                                          February 5, 1996

/s/ JAMES R. MELLOR     
James R. Mellor          Director                           February 5, 1996

/s/ ALVIN E. NASHMAN     Director 
Alvin E. Nashman                                            February 5, 1996

</TABLE>




































<PAGE>



                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.  Description
----------   -----------
<S>          <C>
4.1          Computer Sciences Corporation 1995 Stock Incentive Plan
             (incorporated by reference to Appendix A to the Registrant's
             Proxy Statement for the Annual Meeting of Stockholders held on
             August 14, 1995)

4.2          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)

4.3          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)

4.4          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, effective October 30,
             1995, by and between the Registrant and Chemical Mellon
             Shareholder Services, as successor Rights Agent (incorporated by
             reference to Exhibit 10.27 to the Registrant's Quarterly Report
             on Form 10-Q for the fiscal quarter ended September 29, 1995)

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)

</TABLE>













<PAGE>



                                  Exhibit 5.1

                    [COMPUTER SCIENCES CORPORATION LETTERHEAD]



February 5, 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 2,500,000 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 pursuant to its 1995 Stock 
Incentive Plan (the "Plan"), and the preparation of the prospectus related to 
the Registration Statement (the "Prospectus").

As such counsel, I have examined the Registration Statement, the Prospectus, 
the Plan, the Company's definitive Proxy Statement for the 1995 Annual Meeting 
of Stockholders, 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.

I have also examined the proceedings heretofore taken, and I am familiar with 
the proceedings proposed to be taken, by the Company in connection with the 
authorization, reservation, issuance and sale of the shares of Common Stock 
and, in reliance thereon, I assume for purposes of this












<PAGE>

opinion that the Company will not grant any award under the Plan pursuant to 
which shares of Common Stock could be issued for consideration that is not 
adequate in form or amount to support the issuance of fully paid stock under 
applicable state law.

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 Plan will, when sold and paid for in accordance with the terms 
of the Plan and as described in the Prospectus, the Registration Statement and 
the exhibits thereto, 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 
relating to the 1995 Stock Incentive Plan of Computer Sciences Corporation on 
Form S-8 of our report dated May 26, 1995, appearing in the Annual Report on 
Form 10-K of Computer Sciences Corporation for the fiscal year ended March 31, 
1995, and to the reference to us under the heading "Experts" in the 
prospectus, which is part of this Registration Statement.


/s/DELOITTE & TOUCHE LLP

Los Angeles, California
February 6, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26159}]
{"company-data": {"conformed-name": "COMPUTER SCIENCES CORP", "cik": "0000023082", "assigned-sic": "7373", "irs-number": "952043126", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00733", "film-number": "96511848"}, "business-address": {"street1": "2100 E GRAND AVE", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3106150311"}, "mail-address": {"street1": "2100 EAST GRAND AVE", "city": "EL SEGUNDO", "state": "CA", "zip": "90245"}}
As filed with the Securities and Exchange Commission on February 6, 1996
                                              Registration No. 33-______
========================================================================

                     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)
1995 STOCK INCENTIVE PLAN
                          (Full Title of the Plan)

                           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        Proposed
                                     Maximum         Maximum
                                     Offering        Aggregate    Amount of
Title of Securities   Amount to be   Price           Offering     Registration
to be Registered      Registered     Per Share       Price        Fee
-------------------   ------------   ---------    --------------  ------------
Common Stock,
par value $1.00(1)    2,500,000      $77.375(2)   $193,437,500.00 $66,702.59
(1)  Including the associated preferred stock purchase rights.
(2)  Estimated solely for purposes of calculating the registration fee 
pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the 
average of the high and low prices of the Common Stock on the New York Stock 
Exchange on February 1, 1996.
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 31, 1995, as amended by Amendment No. 1 on Form 10-K/A filed on 
January 26, 1996;

  (2)  the Quarterly Reports of the Registrant on Form 10-Q for the fiscal 
quarters ended June 30, 1995 and September 29, 1995;

  (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.
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,
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  Computer Sciences Corporation 1995 Stock Incentive Plan (incorporated by 
reference to Appendix A to the Registrant's Proxy Statement for the Annual 
Meeting of Stockholders held on August 14, 1995)

4.2  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)

4.3  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)

4.4  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, effective October 30, 1995, by and 
between the Registrant and Chemical Mellon Shareholder Services, as successor 
Rights Agent (incorporated by reference to Exhibit 10.27 to the Registrant's 
Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 1995)

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
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.
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 5th day of 
February, 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
Van B. Honeycutt          Officer and Director
                          (Principal Executive Officer)     February 5, 1996

/s/ LEON J. LEVEL         Vice President, Chief Financial 
Leon J. Level             Officer and Director
                          (Principal Financial Officer)     February 5, 1996

/s/ DENIS M. CRANE        Vice President and Controller 
Denis M. Crane           (Principal Accounting Officer)     February 5, 1996
Signature                    Title                       Date
       ---------                    -----                       ----
/s/ WILLIAM R. HOOVER    Chairman of the Board 
William R. Hoover                                           February 5, 1996

/s/ HOWARD P. ALLEN      Director 
Howard P. Allen                                             February 5, 1996

/s/ IRVING W. BAILEY,II  Director 
Irving W. Bailey, II                                        February 5, 1996

/s/ RICHARD C. LAWTON    Director
Richard C. Lawton                                           February 5, 1996

/s/ F. WARREN McFARLAN   Director
F. Warren McFarlan                                          February 5, 1996

/s/ JAMES R. MELLOR     
James R. Mellor          Director                           February 5, 1996

/s/ ALVIN E. NASHMAN     Director 
Alvin E. Nashman                                            February 5, 1996
EXHIBIT INDEX
Exhibit No.  Description
----------   -----------
4.1          Computer Sciences Corporation 1995 Stock Incentive Plan
             (incorporated by reference to Appendix A to the Registrant's
             Proxy Statement for the Annual Meeting of Stockholders held on
             August 14, 1995)

4.2          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)

4.3          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)

4.4          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, effective October 30,
             1995, by and between the Registrant and Chemical Mellon
             Shareholder Services, as successor Rights Agent (incorporated by
             reference to Exhibit 10.27 to the Registrant's Quarterly Report
             on Form 10-Q for the fiscal quarter ended September 29, 1995)

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)
Exhibit 5.1

                    [COMPUTER SCIENCES CORPORATION LETTERHEAD]

February 5, 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 2,500,000 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 pursuant to its 1995 Stock 
Incentive Plan (the "Plan"), and the preparation of the prospectus related to 
the Registration Statement (the "Prospectus").

As such counsel, I have examined the Registration Statement, the Prospectus, 
the Plan, the Company's definitive Proxy Statement for the 1995 Annual Meeting 
of Stockholders, 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.

I have also examined the proceedings heretofore taken, and I am familiar with 
the proceedings proposed to be taken, by the Company in connection with the 
authorization, reservation, issuance and sale of the shares of Common Stock 
and, in reliance thereon, I assume for purposes of this
opinion that the Company will not grant any award under the Plan pursuant to 
which shares of Common Stock could be issued for consideration that is not 
adequate in form or amount to support the issuance of fully paid stock under 
applicable state law.

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 Plan will, when sold and paid for in accordance with the terms 
of the Plan and as described in the Prospectus, the Registration Statement and 
the exhibits thereto, 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 
relating to the 1995 Stock Incentive Plan of Computer Sciences Corporation on 
Form S-8 of our report dated May 26, 1995, appearing in the Annual Report on 
Form 10-K of Computer Sciences Corporation for the fiscal year ended March 31, 
1995, and to the reference to us under the heading "Experts" in the 
prospectus, which is part of this Registration Statement.

/s/DELOITTE & TOUCHE LLP

Los Angeles, California
February 6, 1996