ELECTRONIC DATA SYSTEMS CORP /DE/
11-K, 1999-06-29
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                       ELECTRONIC DATA SYSTEMS CORPORATION

                          EDS PUERTO RICO SAVINGS PLAN




                                    FORM 11-K

                                  ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1998


                         FILED PURSUANT TO SECTION 15(d)
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934



<PAGE>





                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004
                                    FORM 11-K

X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended December 31, 1998

                                       OR

_ TRANSITION REPORT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from ________ to ________


                         Commission file number 1-11779


                          EDS PUERTO RICO SAVINGS PLAN
                            (Full title of the plan)

                       Electronic Data Systems Corporation
                                5400 Legacy Drive
                             Plano, Texas 75024-3105
               (Name of issuer of the securities held pursuant to
                    the plan and the address of its principal
                               executive offices)

       Registrant's telephone number, including area code: (972) 604-6000


     Notices and communications  from the Securities and the Exchange Commission
relative to this report should be forwarded to:

                                             H. Paulett Eberhart, Senior
                                               Vice President
                                             Electronic Data Systems Corporation
                                             5400 Legacy Drive
                                             Plano, Texas  75024-3105


<PAGE>





FINANCIAL STATEMENTS AND EXHIBIT

(a)  FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES                  Page No.

        EDS Puerto Rico Savings Plan:
              Independent Auditors' Report...........................     4
              Basic Financial Statements:
                  Statements of Net Assets Available for Benefits -
                      December 31, 1998 and 1997.....................     5
                  Statements of Changes in Net Assets Available for
                      Benefits - Years Ended December 31, 1998
                      and 1997.......................................     6
                  Notes to Financial Statements - December 31, 1998
                  and 1997 ..........................................     7
              Supplemental schedules:
                  Line 27(a)-Schedule of Assets Held for
                      Investment Purposes - December 31, 1998........    16
                  Line 27(d)-Schedule of Reportable Transactions -
                      Year Ended December 31, 1998...................    17

        Supplemental schedules not listed  above are omitted as the required in-
formation is not applicable or the information  is  presented  in the  financial
statements or related notes.

(b)     EXHIBIT

        Exhibit 23    Consent of Independent Auditors................    18


                                        2
<PAGE>



                                   SIGNATURE

      The Plan.  Pursuant to the requirements of the Securities  Exchange Act of
1934, the  Trustees of the  EDS  Puerto  Rico Savings Plan have duly caused this
annual  report to be  signed on its  behalf  by the  undersigned  hereunto  duly
authorized.

                                           EDS PUERTO RICO SAVINGS PLAN
                                           ------------------------------
                                                    (Name of plan)

                                           Electronic Data Systems Corporation
                                           Plan Administrator

Date:  June 29, 1999                       By:  /s/  John Adams
                                               ---------------------------------
                                               John Adams, Vice President and
                                               Controller



                                       3
<PAGE>



                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

The Trustee
EDS Puerto Rico Savings Plan:


We have audited the accompanying statements of net assets available for benefits
of the EDS Puerto Rico Savings  Plan as of December  31, 1998 and 1997,  and the
related statements of changes in net assets available for benefits for the years
then ended.  These  financial  statements are the  responsibility  of the Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the EDS Puerto
Rico  Savings  Plan as of  December  31,  1998 and 1997,  and the changes in net
assets  available  for  benefits  for the years  then ended in  conformity  with
generally accepted accounting principles.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for  investment  purposes and  reportable  transactions  are  presented  for the
purpose  of  additional  analysis  and are  not a  required  part  of the  basic
financial   statements  but  are  supplementary   information  required  by  the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the Employee Retirement Income Security Act of 1974. The supplemental  schedules
have been  subjected  to the  auditing  procedures  applied in the audits of the
basic  financial  statements  and,  in our  opinion,  are  fairly  stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

                                                     /s/ KPMG LLP

Dallas, Texas
June 4, 1999

                                      4
<PAGE>

<TABLE>
<CAPTION>
                          EDS PUERTO RICO SAVINGS PLAN
                 Statements of Net Assets Available for Benefits
                           December 31, 1998 and 1997


                                                                 1998                   1997
                                                                 ----                   ----
<S>                                                           <C>                      <C>
Assets:
Investments (note 4):

     Income Fund, at contract value                           $  7,696               $  5,686

     Investments in stocks, bonds and mutual funds,
          at quoted market prices                              697,093                555,027

     Loan Fund, at unpaid principal balance
         which approximates fair value                          12,533                 19,996
                                                               -------                -------
               Total Investments                               717,322                580,709

Contributions receivable                                         1,197                  2,619

Refunds payable (note 2)                                       (27,697)               (35,898)
                                                               -------                -------

               Net assets available for benefits              $690,822               $547,430
                                                               =======                =======


See accompanying notes to financial statements.

</TABLE>



                                       5
<PAGE>


                          EDS PUERTO RICO SAVINGS PLAN
           Statements of Changes in Net Assets Available for Benefits
                     Years Ended December 31, 1998 and 1997

                                                    1998              1997
                                                    ----              ----
Additions to net assets attributed to:
     Investment income:
         Net appreciation in fair value
          of investments (note 4)                $  42,149          $13,420
         Interest                                   17,939           18,955
         Dividends                                  23,334           14,976
                                                   -------          -------

               Total investment income              83,422           47,351

     Contributions                                  81.037           55,789
                                                   -------          -------
               Total additions                     164,459          103,140

Deductions from net assets attributed
  to benefits paid and withdrawals                 (21,067)         (14,501)
                                                   -------          -------
               Net increase                        143,392           88,639

Net assets available for benefits at:
     Beginning of year                             547,430          458,791
                                                   -------          -------
     End of year                                  $690,822         $547,430
                                                   =======          =======

See accompanying notes to financial statements.


                                       6
<PAGE>

                          EDS PUERTO RICO SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 1998 and 1997


1.  Description of Plan

    The EDS Puerto Rico Savings Plan (the Plan) became  effective July 16, 1993,
with employees admitted to the Plan on this date. As used herein, the terms "the
Company", and "Employer" refer to EDS International  Corporation, a wholly owned
subsidiary  of  Electronic  Data  Systems  Corporation  ("EDS").  The  following
description of the Plan reflects all Plan amendments as of December 31, 1998 and
is provided for general  purposes  only.  Participants  should refer to the Plan
document, as amended, for more complete information.

a.  General

    The Plan is a qualified  profit  sharing  plan with  provisions  pursuant to
Section  165 of the  Puerto  Rico  Income  Tax Act of 1954,  as  amended  (ITA),
covering  eligible  employees of the Company.  An employee  becomes  eligible to
participate in the Plan upon the completion of at least one hour of service with
the Employer.

    The Vanguard  Fiduciary Trust Company  (Vanguard) is the asset custodian and
record-keeper  for the Plan.  Banco  Santander  is the trustee of the Plan.  The
Vanguard Group of Investment  Companies  manages 9 of the 11 investment funds of
the Plan. The Plan's Investment  Committee has  responsibility  for managing the
Income Fund and the EDS Stock Fund and for  selecting the  investment  funds for
employee-directed investments.

    The Plan is subject to the  provisions  of the  Employee  Retirement  Income
Security Act of 1974 (ERISA),  as amended and the U.S.  Internal Revenue Code of
1986 ("Code"),  as amended. The Plan was created to provide additional incentive
and retirement  security for eligible  employees.  The Plan has nine  investment
funds as of December 31, 1998:

         the Income Fund, a fixed income fund;
         the EDS Stock Fund, a fund consisting of EDS common stock;
         the Vanguard Wellington Fund  (Vanguard  Wellington), a stock and  bond
           mutual fund;
         the Vanguard  U.S.  Growth  Portfolio (Vanguard  U.S.), a  growth stock
           mutual fund;
         the Vanguard  International  Growth Portfolio (Vanguard International),
           a growth stock mutual fund investing in foreign companies;
         the Vanguard  Growth and Income Portfolio (Vanguard Growth and Income),
           a growth and income stock mutual fund;
         the Vanguard  Money Market  Reserves-Prime  Portfolio  (Vanguard  Money
           Market), a short-term  investment fixed income fund;
         the Vanguard Bond  Index Fund, an intermediate  term bond fund;
         and the  Vanguard  Federal Money Market Fund  (Vanguard  Federal  Money
           Market), a long-term  government-backed instrument fixed income fund.

    All of the administrative  expenses of the Plan are paid by the Company with
the exception of loan  application  fees. All investment  expenses are paid from
the investment funds.

b.   Contributions

    Contributions  to the Plan are made on a  pre-tax  basis.  Participants  may
elect to defer  between one percent and ten percent of their total  compensation
subject to: (1) a maximum annual  contribution of $10,000,  (2) a maximum annual
eligible  compensation of $160,000 per participant,  and (3) limitations imposed
to ensure a fair mix of participation among employees.  A participant may elect,
up  to  four  times  annually,   to  change  his/her  designated  percentage  of
compensation deferred.

                                       7
<PAGE>



                          EDS PUERTO RICO SAVINGS PLAN

                          Notes to Financial Statements



     On July 1, 1998,  the Company began to match 25% of employee  contributions
up to 6% of an employee's  salary.  The matching  contributions  are made in EDS
stock which is restricted from trade for two years, based on the trade date.

c.   Withdrawals

     Withdrawals are allowed under certain  circumstances.  Hardship withdrawals
are available  once a participant  has exhausted all other  available  financial
resources,  including Plan loans. Upon the approval of the Plan Administrator, a
participant  may withdraw an amount equal to but not in excess of the expense of
the hardship.  In order to obtain such approval from the Plan  Administrator,  a
participant must  demonstrate  immediate and heavy financial need and meet other
plan requirements for withdrawal. In addition,  participants age 59 1/2 or above
may request an in-service  withdrawal without being subject to an additional 10%
tax penalty. The amount of a participant's  withdrawals may not be repaid to the
Plan.

d.   Participant's Individual Account

     The Participant's  Individual Account is credited with the salary deferral,
rollover  and matching  contributions  and the amounts of  participant  earnings
dictated  by the number of units held in each  investment  fund.  The benefit to
which a  participant  is entitled is limited to the amount of the  participant's
individual account.

     The participant  determines the percentage of the investment contributed to
one or  more  of the  investment  funds.  The  percentages  may be in any  whole
percentage increment.

e.   Vesting

     Participants  are always  100% vested in their salary deferral and rollover
contributions and in the earnings received thereon.  Matching contributions vest
40% at 2 years of credited  service,  and in 20% increments each year of service
thereafter.


f.   Payment of Benefits

     On termination of service, age 59 1/2, death, or retirement,  a participant
may elect to  receive  a  distribution  for all or part of the value of  his/her
account, EDS common stock (for any amount so invested),  or in the form of joint
and survivor 50%  non-transferable  annuity contract purchased on his/her behalf
from an insurance company.  With spousal consent, a participant may elect a lump
sum  distribution  or periodic  payments in monthly,  quarterly,  or  semiannual
installments. Distributions, except annuity payments, may be rolled into another
qualified plan or to an individual retirement account.

g.   Loans

     Upon written  application  of a  participant,  the Plan  Administrator  may
direct  the  trustee to make a loan to the  participant.  The amount of any such
loan  is  limited  to  fifty  percent   (50%)  of  the  amount  of   accumulated
contributions  to which the  participant  would be  entitled if  employment  was
terminated as of the date the loan is made. No loan may be granted for less than
$500. The maximum amount of loans  available to a participant is $50,000 reduced
by the highest outstanding loan balances from the Plan during the preceding year
minus the  outstanding  loan balances on the date a loan is made. Plan loans and
interest must be repaid within five years or upon  separation  from  employment,
whichever is earlier. If the outstanding loan is not repaid in full prior to the
end  of  the  quarter  during  which  the  participant  separates,   the  amount
outstanding  will be reported to the Puerto Rico  Department  of the Treasury as
income for that calendar  year. At December 31, 1998 and 1997, the interest rate
on new  loans  was  seven  and  three-quarters  percent  (7.75%)  and  eight and
one-quarter percent (8.25%), respectively.



                                       8
<PAGE>

                          EDS PUERTO RICO SAVINGS PLAN

                          Notes to Financial Statements


2.   Summary of Significant Accounting Policies

a.   Investments

     The Plan's  investments  are stated at fair  value  based on quoted  market
prices except for its investment  contracts with insurance  companies  which are
stated at contract value.  Investments in the Income Fund are valued at contract
value  which  approximates  fair value and  represents  contributions  made plus
interest  at  the  contract  rate.   Participant  loans  are  presented  in  the
accompanying financial statements at unpaid principal balance which approximates
fair value.  Purchases  and sales of  investments  are  recorded on a trade date
basis. Dividend income is recorded on the ex-dividend date.

b.   Benefits

     Benefits are recorded when paid.

c.   Contribution Refunds

     Refunds of excess  participant  contributions  to be made subsequent to the
Plan's year end under section 415 of the Code are recorded on an accrual  basis.
At December 31, 1998,  refunds due to  participants  were  allocated as follows:
$234 - Income  Fund;  $1,990 - EDS Stock  Fund;  $4,793 -  Vanguard  Wellington;
$5,204 - Vanguard U.S.; $589 - Vanguard International;  $4,868 - Vanguard Growth
and Income;  and $10,019 - Vanguard Money Market. At December 31, 1997,  refunds
due to participants were allocated as follows:  $310 - Income Fund; $1,242 - EDS
Stock  Fund;  $3,874 - Vanguard  Wellington;  $4,223 - Vanguard  U.S.;  $1,648 -
Vanguard  International;  $2,464 - Vanguard  Growth and Income;  $198 - Vanguard
Explorer; $21,841 - Vanguard Money Market; and $98 - Vanguard Bond Index Fund.

d.   Use of Estimates

     The  preparation of the financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of  additions  and  deductions  during the
reporting  period.  Because of the use of  estimates  inherent in the  financial
reporting process, actual results could differ from those estimates.

3.  Plan Termination

    While it has not  expressed  any  intention  to do so,  the  Company has the
right  to  terminate  the  Plan  at  any time by  majority  vote of its Board of
Directors subject to the provisions of ERISA.

                                       9
<PAGE>


                          EDS PUERTO RICO SAVINGS PLAN

                          Notes to Financial Statements



4.   Investments

     The  trustee  of the Plan  holds  the  investments  of the Plan in trust on
behalf of the  participants  and  beneficiaries.  Consistent  with the fiduciary
standards of ERISA,  safeguards  are adhered to in  protecting  the interests of
Plan participants and their beneficiaries.

     The Income Fund may include investments in structured investment contracts.
Under these arrangements, the Plan enters into a wrap agreement with a financial
institution at a stated yield on fixed income securities  purchased by the Plan.
The wrap  agreements are stated at fair value based on  fluctuations in the fair
value of the underlying fixed income securities.

     The following  table presents the fair  value/contract  value of the Plan's
investments  at December  31, 1998 and 1997.  Investments  that  represent  five
percent  (5.00%)  or more of the  Plan's net  assets at  December  31,  1998 are
separately identified.

<TABLE>
<CAPTION>
                                                         1998                            1997
                                               -----------------------------    ----------------------------
                                                 Number        Fair value/        Number        Fair value
                                                of shares        contract       of shares        contract
                                                or units          value          or units          value
                                               ------------    -------------    -----------     ------------

<S>                                             <C>            <C>              <C>             <C>
Income Fund, at contract value                     7,696        $   7,696          5,686        $   5,686
EDS Stock Fund (cost of $58,417
     in 1998 and $25,646 in 1997)*                 3,344           71,494            581           25,544
Vanguard Wellington (cost of $108,190
     in 1998 and $74,986 in 1997)*                 3,975          116,665          2,946           86,761
Vanguard U.S. (cost of $76,030 in
     1998 and $43,422 in 1997)*                    2,688          100,769          1,828           52,468
Vanguard International (cost of $13,873
     in 1998 and $15,064 in 1997)                    874           16,411            974           15,971
Vanguard Growth and Income (cost of
     $69,888 in 1998 and $39,166
     in 1997)*                                     2,748           84,522          1,719           45,029
Vanguard Money Market, at cost which
     approximates fair value*                    304,307          304,307        325,804          325,804
Vanguard Bond Index Fund (cost of
     $2,543 in 1998 and $2,275 in 1997)              258            2,650            232            2,343
Vanguard Federal Money Market, at
     cost which approximates fair value              275              275             --               --
Vanguard Explorer (cost of $1,286
     in 1997)                                         --               --             20            1,107
Loan Fund (5 and 4 loans in 1998 and
     1997, respectively, loans outstanding
     from $897 to $4,226 and $595 to
     $5,534 in 1998 and 1997, respectively,
     with  interest  rates from
     7.75% to 8.5% in 1998 and 1997)                  --           12,533             --           19,996
                                                                  -------                         -------
                                                                 $717,322                        $580,709
                                                                  =======                         =======

*  Represents 5% or more of Plan assets as of December 31, 1998.
</TABLE>

                                       10
<PAGE>


                          EDS PUERTO RICO SAVINGS PLAN

                          Notes to Financial Statements



    To  hedge  against  adverse  foreign   currency   movements,   the  Vanguard
International  fund may  enter  into  contracts  for the  purchase  or sale of a
specific foreign currency at a fixed price at a future date. The forward foreign
currency rate of the  underlying  currency and any gains and losses are recorded
for financial  statement  purposes as unrealized  until the contract  settlement
date, at which point they are  realized.  To hedge  against  anticipated  future
changes in interest  rates or security  prices,  the Vanguard  Growth and Income
fund may utilize futures contracts to a limited extent.  This fund receives from
or pays to brokers amounts equal to the daily  fluctuations in the values of the
contracts.  These  receipts and payments  are recorded as  unrealized  gains and
losses until the contract  settlement  dates,  at which point they are realized.
The underlying risk to participants is proportional to each participant's number
of shares relative to the total number of shares issued by each mutual fund.

5.   Related Party Transactions

     As stated in note 1, the EDS  Stock  Fund  consists  of EDS  common  stock.
Additionally,  the Vanguard  Investment  Fund consists of investments in various
Vanguard managed mutual funds.

6.   Income Tax Status

     The Puerto Rico  Department of the Treasury has determined and informed the
Company by a letter  dated  October 6, 1993 that the Plan and related  trust are
designed  in  accordance  with   applicable   sections  of  the  ITA.  The  Plan
Administrator believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the Code.



                                       11
<PAGE>



                          EDS PUERTO RICO SAVINGS PLAN

                          Notes to Financial Statements





7.   Allocation of Changes in Net Assets Available for Benefits to Investment
     Programs

     The  following  table  presents  the  allocation  of  changes in net assets
available  for benefits to investment  programs for the year ended  December 31,
1998:

<TABLE>
<CAPTION>
                                                                                                                 Vanguard
                                    Income        EDS           Vanguard                        Vanguard        Growth and
                                     Fund      Stock Fund      Wellington    Vanguard U.S.    International     Income Fund
                                  ---------    -----------     ----------    -------------    -------------     -----------
<S>                                <C>          <C>             <C>            <C>               <C>              <C>

Additions to net assets
     attributed to investment
     income:
     Net appreciation
    (depreciation)
       in fair value of
       investments                     --        13,345          (2,070)        18,239            2,565            10,069
     Interest                         403            --              --             --               --                --
     Dividends                         --           549          12,381          6,160              323             3,761
                                    -----        ------         -------         ------           ------            ------
     Total                            403        13,894          10,311         24,399            2,888            13,830


Employee contributions              1,604         4,848             657         18,174            3,095             9,642
Employer contributions                 --        11,049              --             --               --                --
                                    -----        ------         -------         ------           ------            ------
     Total additions                2,007        29,791          10,968         42,573            5,983            23,472

Deductions from net assets
     attributed to withdrawals         --        (1,956)         (1,515)            --               --            (1,904)
Interfund transfers                    --        18,324          19,320          4,351           (4,639)           15,120
                                    -----        ------         -------         ------           ------            ------
     Net increase (decrease)        2,007        46,159          28,773         46,924            1,344            36,688

Net assets available
  for benefits at:
     Beginning of year              5,455        24,543          83,099         48,642           14,478            42,965
                                    -----        ------         -------         ------           ------            ------
     End of year                    7,462        70,702         111,872         95,566           15,822            79,653
                                    =====        ======         =======         ======           ======            ======


</TABLE>


                                       12
<PAGE>




                          EDS PUERTO RICO SAVINGS PLAN

                          Notes to Financial Statements



7.   Allocation of  Changes in  Net Assets  Available for Benefits to Investment
     Programs (continued)

     The  following  table  presents  the  allocation  of  changes in net assets
available  for benefits to investment  programs for the year ended  December 31,
1998:
<TABLE>
<CAPTION>

                                    Vanguard       Vanguard                                     Vanguard
                                    Explorer        Federal       Vanguard                     Bond Index
                                      Fund       Money Market   Money Market     Loan Fund       Fund         Total
                                    --------     ------------   ------------     ----------    ----------    -------
<S>                                    <C>            <C>         <C>             <C>           <C>         <C>
Additions to net assets
    attributed to investment income:
    Net appreciation (depreciation)    (42)            --             --              --           43        42,149
     in fair value of investments
    Interest                            --             --         16,850             686           --        17,939
    Dividends                           --             --             --              --          160        23,334
                                       ---            ---         ------          ------        -----       -------
     Total                             (42)            --         16,850             686          203        83,422

Employee contributions                  55            275         31,444              --          194        69,988
Employer contributions                  --             --             --              --           --        11,049
                                       ---            ---         ------          ------        -----       -------
     Total additions                    13            275         48,294             686          397       164,459

Deductions from net assets
attributed to withdrawals               --             --         (7,480)         (8,212)          --       (21,067)
Interfund transfers                   (929)            --        (51,609)             62           --            --
                                       ---            ---         ------          ------        -----       -------
     Net increase (decrease)          (916)           275        (10,795)         (7,464)         397       143,392

Net  assets available for benefits at:
     Beginning of year                 916             --        305,082          19,997        2,253       547,430
                                       ---            ---         ------          ------        -----       -------
     End of year                        --            275        294,287          12,533        2,650       690,822
                                      ====           ====        =======          ======        =====       =======


</TABLE>

                                       13
<PAGE>





                          EDS PUERTO RICO SAVINGS PLAN

                          Notes to Financial Statements



7.   Allocation of  Changes in  Net Assets  Available for Benefits to Investment
     Programs (continued)

     The  following  table  presents  the  allocation  of  changes in net assets
available  for benefits to investment  programs for the year ended  December 31,
1997:

<TABLE>
<CAPTION>
                                                                                                                        Vanguard
                                    Income          EDS            Vanguard                           Vanguard         Growth and
                                     Fund        Stock Fund        Wellington      Vanguard U.S.    International        Income
                                    ------       ----------        ----------      ------------     -------------    -------------
<S>                                 <C>            <C>               <C>              <C>              <C>               <C>

Additions to net assets
     attributed to investment
     income:
     Net appreciation
     (depreciation) in fair
      value of investments             --             479             4,786            5,276             (167)            3,166
     Interest                         297              --                --               --               --                --
     Dividends                         --             323             6,924            2,036              680             4,762
                                    -----          ------            ------           ------           ------            ------
     Total                            297             802            11,710            7,312              513             7,928

Employee contributions                716           3,721            11,332           10,465              988            11,256
                                    -----          ------            ------           ------           ------            ------
     Total additions                1,013           4,523            23,042           17,777            1,501            19,184

Deductions from net assets
     attributed to withdrawals         --             (22)              --                --           (1,260)               --
Interfund transfers                   (62)         (1,830)           22,599           12,351            1,094             9,567
                                    -----          ------            ------           ------           ------            ------
     Net increase (decrease)          951           2,671            45,641           30,128            1,335            28,751

Net assets available for
     benefits at:
     Beginning of year              4,504          21,872            37,458           18,514           13,143            14,214
                                    -----          ------            ------           ------           ------            ------
     End of year                    5,455          24,543            83,099           48,642           14,478            42,965
                                    =====          ======            ======           ======           ======            ======



</TABLE>


                                       14
<PAGE>
                          EDS PUERTO RICO SAVINGS PLAN

                          Notes to Financial Statements




7.   Allocation of  Changes in  Net Assets  Available for Benefits to Investment
     Programs (continued)

     The  following  table  presents  the  allocation  of  changes in net assets
available  for benefits to investment  programs for the year ended  December 31,
1997:

<TABLE>
<CAPTION>

                                            Vanguard             Vanguard                                 Vanguard
                                            Explorer              Money                 Loan             Bond Index
                                              Fund                Market                Fund                Fund           Total
                                            ---------            --------               ----             ----------        -----
<S>                                            <C>                <C>                  <C>                  <C>           <C>
Additions to net assets
  attributed to investment income:
    Net appreciation (depreciation)
       in fair value
       of investments                         (177)                    --                  --                  57          13,420
     Interest                                   --                 18,289                 369                  --          18,955
     Dividends                                 110                     --                  --                 141          14,976
                                               ---                -------              ------               -----         -------
     Total                                     (67)                18,289                 369                 198          47,351

Employee contributions                          --                 17,171                  --                 140          55,789
                                               ---                -------              ------               -----         -------
     Total additions                          (67)                 35,460                 369                 338         103,140

Deductions from net assets
  attributed to withdrawals                     --               (12,438)                (781)                 --         (14,501)
Interfund transfers                            935               (56,627)              12,089                (116)             --
                                               ---                -------              ------               -----         -------
     Net increase (decrease)                   868               (33,605)              11,677                 222          88,639

Net  assets available for benefits at:
     Beginning of year                          48                338,687               8,320               2,031         458,791
                                               ---                -------              ------               -----         -------
     End of year                               916                305,082              19,997               2,253         547,430
                                               ===                =======              ======               =====         =======

</TABLE>

                                       15
<PAGE>





                          EDS PUERTO RICO SAVINGS PLAN

          Line 27 (a) - Schedule of Assets Held for Investment Purposes

                                December 31, 1998

<TABLE>
<CAPTION>
                            Description of Investment
                            -------------------------

            Identity of Party                             Rates of              Number of                                Current
                                                          Interest           Shares or Units           Cost               Value
- ----------------------------------------                  --------           ---------------           ----               -------
<S>                                                         <C>                 <C>                <C>                  <C>

Income Fund                                                  --                 7,696              $  7,696             $  7,696

EDS Stock Fund*                                              --                 3,344                58,417               71,494

Vanguard Wellington*                                         --                 3,975               108,190              116,665

Vanguard U.S.*                                               --                 2,688                76,030              100,769

Vanguard International*                                      --                   874                13,873               16,411

Vanguard Growth and Income*                                  --                 2,748                69,888               84,522

Vanguard Money Market *                                      --               304,307               304,307              304,307

Vanguard Bond Index Fund*                                    --                   258                 2,543                2,650

Vanguard Federal Money Market*                               --                   275                   275                  275

Loan Fund*                                              7.75% to 8.5%              --                12,533               12,533
                                                                                                    -------              -------
Total Assets Held for Investment Purposes                                                          $653,752             $717,322
                                                                                                    =======              =======

*  Parties in interest

See accompanying independent auditors' report.

</TABLE>

                                       16
<PAGE>



                          EDS PUERTO RICO SAVINGS PLAN

                Line 27 (d) - Schedule of Reportable Transactions

                      For The Year Ended December 31, 1998

<TABLE>
<CAPTION>
                                                                                                          Current
                                                                                                          Value of
                                                                                                          Asset on          Net
 Identity of                                    Number of     Purchase    Selling      Cost of           Transaction      Gain or
Party Involved   Description of Asset         Transactions    Price       Price        Asset                Date          (Loss)
- --------------   --------------------         ------------    --------    -------      -------           -----------      -------
<S>              <C>                               <C>         <C>         <C>          <C>                 <C>            <C>

    EDS*         EDS Stock Fund                     34         36,546          --       36,546              36,546            --

    EDS*         EDS Stock Fund                      6             --       3,941        3,775               3,941           166

Vanguard *       Vanguard Growth and
                   Income                           34         36,011          --       36,011              36,011            --

Vanguard *       Vanguard Growth and
                    Income                           4             --       6,587        5,288               6,587         1,299

Vanguard *       Vanguard Money Market              51         67,206          --       67,206              67,206            --

Vanguard *       Vanguard Money Market              12             --      88,703       88,703              88,703            --

Vanguard *       Vanguard U.S.                      35         45,433          --       45,433              45,433            --

Vanguard *       Vanguard U.S.                       5             --      15,371       12,825              15,371         2,546

Vanguard *       Vanguard Wellington                30         39,851          --       39,851              39,851            --

Vanguard *       Vanguard Wellington                 4             --       7,876        6,647               7,876         1,229


*Parties in interest

See accompanying independent auditors' report

</TABLE>

                                       17

                                                                Exhibit 23
                                                                ----------


                         CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Electronic Data Systems Corporation:

We consent to the incorporation by reference in the registration  statement (No.
33-54833) on Form S-8 of Electronic Data Systems Corporation of our report dated
June 4, 1999 related to the statements of net assets available for plan benefits
of the EDS Puerto  Rico  Savings  Plan as of  December  31,  1998 and 1997,  the
related  statements of changes in net assets available for plan benefits for the
years then ended and the related  supplemental  schedules as of and for the year
ended  December 31, 1998,  which report  appears in the December 31, 1998 annual
report on Form 11-K of the EDS Puerto Rico Savings Plan.


                                          /s/ KPMG LLP


June 29, 1999
Dallas, Texas

                                       18


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