UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. ___)*
Under the Securities Exchange Act of 1934
UNIGRAPHICS SOLUTIONS INC.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
904928 10 8
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(CUSIP Number)
May 21, 1998
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(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
___ Rule 13d-1(b)
___ Rule 13d-1(c)
X Rule 13d-1(d)
- ---
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
(Continued on following page(s))
<PAGE>
SCHEDULE 13G Page 2 of 5 Pages
Unigraphics Solutions Inc.
Common Stock
Cusip No. 904928108
Item 1: Reporting Person - Electronic Data Systems Corporation
FEIN 75-2548221
Item 2: N/A
Item 3: [SEC Use Only]
Item 4: Delaware
Item 5: 31,265,000
Item 6: 0
Item 7: 31,265,000
Item 8: 0
Item 9: 31,265,000
Item 10: N/A
Item 11: 88.7%
Item 12: CO
<PAGE>
SCHEDULE 13G Page 3 of 5 Pages
Unigraphics Solutions Inc.
Common Stock
Cusip No. 904928108
ITEM 1(a) The name of the Issuer is Unigraphics Solutions Inc.
ITEM 1(b) The address of Issuer's Principal Executive Offices is at
13736 Riverport Drive, Maryland Heights, MO 63043
ITEM 2(a) The person filing is Electronic Data Systems Corporation ("EDS")
ITEM 2(b) The address of the person filing's principal business office is
at 5400 Legacy Drive, Plano, TX 75024
ITEM 2(c) EDS is a Delaware corporation
ITEM 2(d) The title of class of securities owned by EDS is Class A Common
Stock
ITEM 2(e) The CUSIP Number of the Issuer is 904928108
ITEM 3 N/A
ITEM 4 OWNERSHIP
(a) As of December 31, 1998, EDS owned 31,265,000 shares of
Class B Common Stock of the Issuer, which are convertible at
EDS' option into 31,265,000 shares of Class A Common Stock.
(b) If fully converted into Class A Common Stock, the 31,265,000
shares of Class B Common Stock owned by EDS would represent
88.7% of all outstanding shares of Class A Common Stock.
(c) (i) EDS has sole power to vote or to direct the vote of
31,265,000 shares of Class B Common Stock and, upon
full conversion, would have the sole power to vote or
to direct the vote of 31,265,000 shares of Class A
Common Stock.
(ii) EDS does not share power to vote or to direct the
vote of any shares of Class A Common Stock.
(iii) EDS has sole power to dispose or to direct the dispo-
sition of 31,265,000 shares of Class B Common
Stock and, upon full conversion, would have the sole
power to dispose or to direct the disposition of
31,265,000 shares of Class A Common Stock.
(iv) EDS does not share power to dispose or to direct the
disposition of any shares of Class A Common Stock.
<PAGE>
SCHEDULE 13G Page 4 of 5 Pages
Unigraphics Solutions Inc.
Common Stock
Cusip No. 904928108
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N/A
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
N/A
<PAGE>
SCHEDULE 13G Page 5 of 5 Pages
Unigraphics Solutions Inc.
Common Stock
Cusip No. 904928108
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 4, 1999
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Date
/s/ D. Gilbert Friedlander
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Signature
D. Gilbert Friedlander, Senior Vice
President and General Counsel of
Electronic Data Systems Corporation
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Name/Title
