As filed with the Securities and Exchange Commission on March 31, 1999
                                                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)

                         1998 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
                      Amount       Offering       Aggregate      Amount of
Title of Securities   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)    9,000,000   $57.9375(2)   $521,437,500      $144,960
=============================================================================
<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 March 29, 1999.
</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 April 3, 1998;

         (2)  the Quarterly Report of the Registrant on Form 10-Q for the
              fiscal quarter ended July 3, 1998;

         (3)  the Quarterly Report of the Registrant on Form 10-Q for the
              fiscal quarter ended October 2, 1998;

         (4)  the Quarterly Report of the Registrant on Form 10-Q for the
              fiscal quarter ended January 1, 1999;

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

         (6)  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.






                                     2

<PAGE>

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 78.7502 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, except 
an action by or in the right of the corporation, by reason of the fact that 
he is or was a director, officer, employee or agent of the corporation or is 
or was serving at the request of the corporation as a director, officer, 
employee or agent of another corporation, partnership, joint venture, trust 
or other enterprise, against expenses, including attorneys' fees, judgments, 
fines and amounts paid in settlement actually and reasonably incurred by him 
in connection with the action, suit or proceeding if he acted in good faith 
and in a manner in which he 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 reasonable cause to believe his conduct was unlawful.  
Section 78.7502 further provides that a corporation may indemnify any person 
who was or is a party or is threatened to be made a party to any threatened, 
pending or completed action or suit by or in the right of the corporation to 
procure a judgment in its favor by reason of the fact that he is or was a 
director, officer, employee or agent of another corporation, or is or was 
serving at the request of the corporation as a director, officer, employee or 
agent of another corporation, partnership, joint venture, trust or other 
enterprise against expenses, including amounts paid in settlement and 
attorneys' fees actually and reasonably incurred by him in connection with 
the defense or settlement of the action or suit if he acted in good faith and 
in a manner which he reasonably believed to be in or not opposed to the best 
interests of the corporation.  In the case of any action by or in the right 
of the corporation, no indemnification may be made for any claim, issue or 
matter as to which such person shall have been adjudged by a court of 
competent jurisdiction, after exhaustion of all appeals therefrom, to be 
liable to the corporation, or for amounts paid in settlement 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 
determines that in view of all the circumstances of the case, such person is 
fairly and reasonably entitled to indemnity for such expenses as the court 
deems proper.  Section 78.7502 further provides that to the extent a 
director, officer, employee or agent 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 shall be indemnified 
against expenses (including attorneys' fees) actually and reasonably incurred 
by him in connection therewith.




                                     3

<PAGE>

         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 a director or officer of another corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise.  
The indemnification of directors and officers shall be against all loss, 
liability and expenses actually and reasonably incurred by or on behalf of a 
director or officer in connection with such action, suit or proceeding, 
including any appeals; 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, except with respect to 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 or 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, except in respect of any deductible amount or any excess beyond the 
amount of payment under such insurance, (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


                                     4

<PAGE>

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 
his or her 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 of such determination, 
that it is more likely than not it will ultimately be determined that the 
director or officer is not entitled to indemnification under his or her 
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)

         4.2   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, amended and restated effective
               May 4, 1998 (incorporated by reference to Exhibit 3.5 to the
               Registrant's Annual Report on Form 10-K for the fiscal year
               ended April 3, 1998)

         4.5   Rights Agreement dated as of February 18, 1998 (incorporated
               by reference to Exhibit (c)(4) to Amendment No. 1 to the
               Registrant's Solicitation/Recommendation Statement on Schedule
               14D-9 filed on February 26, 1998)

         5.1   Opinion of Hayward D. Fisk, Esq.



                                     5

<PAGE>

         23.1  Consent of Deloitte & Touche LLP

         23.2  Consent of Ernst & Young LLP

         23.3  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.







                                     6

<PAGE>


         (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.



























                                     7
<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 March, 1999.

                                            COMPUTER SCIENCES CORPORATION


                                            By /s/ Van B. Honeycutt
                                               --------------------------
                                               Van B. Honeycutt
                                               Chairman, 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         Chairman, President, Chief        March 31, 1999
------------------------     Executive Officer and Director
Van B. Honeycutt             (Principal Executive Officer)

/s/ Leon J. Level            Vice President, Chief Financial   March 31, 1999
------------------------     Officer and Director
Leon J. Level                (Principal Financial Officer)

/s/ Scott M. Delanty         Vice President and Controller     March 31, 1999
------------------------     (Principal Accounting Officer)
Scott M. Delanty

                                     8
<PAGE>


/s/ Irving W. Bailey, II     Director                          March 31, 1999
------------------------
Irving W. Bailey, II


/s/ William R. Hoover        Director                          March 31, 1999
------------------------
William R. Hoover


/s/ Richard C. Lawton        Director                          March 31, 1999
------------------------
Richard C. Lawton


/s/ Thomas A. McDonnell      Director                          March 31, 1999
------------------------
Thomas A. McDonnell


/s/ F. Warren McFarlan       Director                          March 31, 1999
------------------------
F. Warren McFarlan


/s/ James R. Mellor          Director                          March 31, 1999
------------------------
James R. Mellor


/s/ William P. Rutledge      Director                         March 31, 1999
------------------------
William P. Rutledge

</TABLE>

















                                     9
<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, amended and restated effective
               May 4, 1998 (incorporated by reference to Exhibit 3.5 to the
               Registrant's Annual Report on Form 10-K for the fiscal year
               ended April 3, 1998)

  4.5          Rights Agreement dated as of February 18, 1998 (incorporated
               by reference to Exhibit (c)(4) to Amendment No. 1 to the
               Registrant's Solicitation/Recommendation Statement on Schedule
               14D-9 filed on February 26, 1998)

  5.1          Opinion of Hayward D. Fisk, Esq.

  23.1         Consent of Deloitte & Touche LLP

  23.2         Consent of Ernst & Young LLP

  23.3         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>



                                     10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25500}]
{"company-data": {"conformed-name": "COMPUTER SCIENCES CORP", "cik": "0000023082", "assigned-sic": "7373", "irs-number": "952043126", "state-of-incorporation": "NV", "fiscal-year-end": "0328"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75383", "film-number": "99583440"}, "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 March 31, 1999
                                                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)

                         1998 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
                      Amount       Offering       Aggregate      Amount of
Title of Securities   to be        Price          Offering       Registration
to be Registered      Registered   Per Share      Price          Fee
-------------------   ----------   -----------   -------------   ------------
Common Stock,
par value $1.00 (1)    9,000,000   $57.9375(2)   $521,437,500      $144,960
=============================================================================
(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 March 29, 1999.
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 April 3, 1998;

         (2)  the Quarterly Report of the Registrant on Form 10-Q for the
              fiscal quarter ended July 3, 1998;

         (3)  the Quarterly Report of the Registrant on Form 10-Q for the
              fiscal quarter ended October 2, 1998;

         (4)  the Quarterly Report of the Registrant on Form 10-Q for the
              fiscal quarter ended January 1, 1999;

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

         (6)  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.

                                     2
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 78.7502 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, except 
an action by or in the right of the corporation, by reason of the fact that 
he is or was a director, officer, employee or agent of the corporation or is 
or was serving at the request of the corporation as a director, officer, 
employee or agent of another corporation, partnership, joint venture, trust 
or other enterprise, against expenses, including attorneys' fees, judgments, 
fines and amounts paid in settlement actually and reasonably incurred by him 
in connection with the action, suit or proceeding if he acted in good faith 
and in a manner in which he 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 reasonable cause to believe his conduct was unlawful.  
Section 78.7502 further provides that a corporation may indemnify any person 
who was or is a party or is threatened to be made a party to any threatened, 
pending or completed action or suit by or in the right of the corporation to 
procure a judgment in its favor by reason of the fact that he is or was a 
director, officer, employee or agent of another corporation, or is or was 
serving at the request of the corporation as a director, officer, employee or 
agent of another corporation, partnership, joint venture, trust or other 
enterprise against expenses, including amounts paid in settlement and 
attorneys' fees actually and reasonably incurred by him in connection with 
the defense or settlement of the action or suit if he acted in good faith and 
in a manner which he reasonably believed to be in or not opposed to the best 
interests of the corporation.  In the case of any action by or in the right 
of the corporation, no indemnification may be made for any claim, issue or 
matter as to which such person shall have been adjudged by a court of 
competent jurisdiction, after exhaustion of all appeals therefrom, to be 
liable to the corporation, or for amounts paid in settlement 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 
determines that in view of all the circumstances of the case, such person is 
fairly and reasonably entitled to indemnity for such expenses as the court 
deems proper.  Section 78.7502 further provides that to the extent a 
director, officer, employee or agent 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 shall be indemnified 
against expenses (including attorneys' fees) actually and reasonably incurred 
by him in connection therewith.

                                     3
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 a director or officer of another corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise.  
The indemnification of directors and officers shall be against all loss, 
liability and expenses actually and reasonably incurred by or on behalf of a 
director or officer in connection with such action, suit or proceeding, 
including any appeals; 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, except with respect to 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 or 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, except in respect of any deductible amount or any excess beyond the 
amount of payment under such insurance, (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

                                     4
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 
his or her 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 of such determination, 
that it is more likely than not it will ultimately be determined that the 
director or officer is not entitled to indemnification under his or her 
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)

         4.2   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, amended and restated effective
               May 4, 1998 (incorporated by reference to Exhibit 3.5 to the
               Registrant's Annual Report on Form 10-K for the fiscal year
               ended April 3, 1998)

         4.5   Rights Agreement dated as of February 18, 1998 (incorporated
               by reference to Exhibit (c)(4) to Amendment No. 1 to the
               Registrant's Solicitation/Recommendation Statement on Schedule
               14D-9 filed on February 26, 1998)

         5.1   Opinion of Hayward D. Fisk, Esq.

                                     5
23.1  Consent of Deloitte & Touche LLP

         23.2  Consent of Ernst & Young LLP

         23.3  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.

                                     6
(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.

                                     7
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 March, 1999.

                                            COMPUTER SCIENCES CORPORATION

                                            By /s/ Van B. Honeycutt
                                               --------------------------
                                               Van B. Honeycutt
                                               Chairman, 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         Chairman, President, Chief        March 31, 1999
------------------------     Executive Officer and Director
Van B. Honeycutt             (Principal Executive Officer)

/s/ Leon J. Level            Vice President, Chief Financial   March 31, 1999
------------------------     Officer and Director
Leon J. Level                (Principal Financial Officer)

/s/ Scott M. Delanty         Vice President and Controller     March 31, 1999
------------------------     (Principal Accounting Officer)
Scott M. Delanty

                                     8
/s/ Irving W. Bailey, II     Director                          March 31, 1999
------------------------
Irving W. Bailey, II

/s/ William R. Hoover        Director                          March 31, 1999
------------------------
William R. Hoover

/s/ Richard C. Lawton        Director                          March 31, 1999
------------------------
Richard C. Lawton

/s/ Thomas A. McDonnell      Director                          March 31, 1999
------------------------
Thomas A. McDonnell

/s/ F. Warren McFarlan       Director                          March 31, 1999
------------------------
F. Warren McFarlan

/s/ James R. Mellor          Director                          March 31, 1999
------------------------
James R. Mellor

/s/ William P. Rutledge      Director                         March 31, 1999
------------------------
William P. Rutledge
9
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, amended and restated effective
               May 4, 1998 (incorporated by reference to Exhibit 3.5 to the
               Registrant's Annual Report on Form 10-K for the fiscal year
               ended April 3, 1998)

  4.5          Rights Agreement dated as of February 18, 1998 (incorporated
               by reference to Exhibit (c)(4) to Amendment No. 1 to the
               Registrant's Solicitation/Recommendation Statement on Schedule
               14D-9 filed on February 26, 1998)

  5.1          Opinion of Hayward D. Fisk, Esq.

  23.1         Consent of Deloitte & Touche LLP

  23.2         Consent of Ernst & Young LLP

  23.3         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)
10