AFFILIATED COMPUTER SERVICES INC
10-Q/A, 1996-11-18
COMPUTER PROCESSING & DATA PREPARATION
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<PAGE>   1
                                 FORM 10-Q/A

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549



(Mark One)

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended   September 30, 1996
                                         ----------------------

                                       OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the period from __________ to __________

                     Commission file number     0-24787
                                             -------------

                       AFFILIATED COMPUTER SERVICES, INC.
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


               Delaware                                 51-0310342
- ------------------------------------      -------------------------------------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)                  
                                                    
   2828 North Haskell, Dallas,  Texas                      75204
- -------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

         Registrant's telephone number, including area code     (214) 841-6111
                                                                --------------

                                 Not Applicable
- --------------------------------------------------------------------------------
           (Former name, former address and former fiscal year, if
                         changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.           Yes    X   No
                                                         -----     -----

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.


<TABLE>
<CAPTION>
                                                Number of Shares Outstanding as of
            Title of each class                          November 7, 1996
- -------------------------------------           -----------------------------------
<S>                                              <C>
Class A Common Stock, $.01 par value                        14,539,106
Class B Common Stock, $.01 par value                         3,202,843
                                                             ---------
                                                            17,741,949
</TABLE>
<PAGE>   2



                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the 14th day of November, 1996.



                                      AFFILIATED COMPUTER SERVICES, INC. 
                                                                         
                                                                         
                                                                         
                                      By:   /s/ Mark A. King             
                                            ---------------------------------
                                            Mark A. King                 
                                            Executive Vice President and 
                                            Chief Financial Officer      





                                       9
<PAGE>   3

                                 EXHIBIT INDEX

Exhibit
Number                             Description
- -------                            -----------
 11.1                       Earnings Per Share

 27                         Financial Data Schedule


<PAGE>   1
                                                                    EXHIBIT 11.1


             AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
       COMPUTATION OF EARNINGS PER COMMON  AND COMMON EQUIVALENT SHARE
                     (IN THOUSANDS EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                              September 30,
                                                                        -------------------------
                                                                          1996             1995
                                                                        --------         --------
<S>                                                                     <C>              <C>
NET INCOME                                                              $  8,533         $  5,661
                                                                        ========         ========
PRIMARY
Weighted average number of shares outstanding                             17,696           13,325

Additional weighted average shares from assumed exercise of
   dilutive stock options and warrants, net of shares
   assumed to be repurchased with exercise proceeds                          535              362

Additional weighted average shares from assumed issuance of
   shares issuable from acquisitions                                           -               65
                                                                        --------         --------
                                                                          18,231           13,752
                                                                        ========         ========
Earnings per share                                                      $   0.47         $   0.41
                                                                        ========         ========

FULLY DILUTED
Weighted average number of shares outstanding                             17,696           13,325

Additional weighted average shares from assumed exercise of
   dilutive stock options and warrants, net of shares
   assumed to be repurchased with exercise proceeds                          589              362

Additional weighted average shares from assumed issuance of
   shares issuable from acquisition                                            -               65

Additional weighted average shares from assumed conversion
   of preferred stock                                                          -               37
                                                                        --------         --------
                                                                          18,285           13,789
                                                                        ========         ========

Earnings per share (fully diluted):                                     $   0.47         $   0.41
                                                                        ========         ========
</TABLE>


                                       10


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