<PAGE>
FILED PURSUANT TO RULE 424(b)(3) FORM S-3;
COMMISSION FILE NO. 333-49301
SECOND PROSPECTUS SUPPLEMENT (DATED FEBRUARY 22, 1999)
TO AFFILIATED COMPUTER SERVICES, INC. PROSPECTUS
DATED MAY 13, 1998
Referring to the Affiliated Computer Services, Inc. Prospectus dated May 13,
1998 ("May 13 Prospectus"), the table in the section entitled "Selling
Securityholders" on pages 11-12 is hereby supplemented with the following
information regarding additional named holders of Notes effective as of July 13,
1998 that were not named in such earlier table (defined terms used herein but
not otherwise defined herein shall have the same definitions as used in the May
13 Prospectus):
<TABLE>
<CAPTION>
CLASS A
PRINCIPAL CLASS A COMMON
PRINCIPAL AMOUNT OF COMMON STOCK
AMOUNT OF NOTES OFFERED STOCK OFFERED
NAME OF SELLING SECURITYHOLDER NOTES OWNED HEREBY OWNED(1) HEREBY(2)
- ------------------------------------------------------- -------------- -------------- ---------- ----------
<S> <C> <C> <C> <C>
Alexandra Global Investment Fund 1 LTD................. $ 3,000,000 $ 3,000,000 70,329 70,329
Credit Agricole Indosuez Luxembourg.................... 750,000 750,000 25,082 17,582
Morgan Stanley Dean Witter Convertible Securities
Trust................................................ 2,250,000 2,250,000 52,747 52,747
State of Oregon/SAIF Corporation....................... 2,000,000 2,000,000 46,886 46,886
Teachers Insurance and Annuity Association of
America.............................................. 1,500,000 1,500,000 35,164 35,164
TQA Leverage Fund, L.P. ............................... 100,000 100,000 21,098 21,098
Warburg Dillon Read LLC................................ 45,000 45,000 1,054 1,054
-------------- -------------- ---------- ----------
Previously included in May 13 Prospectus or prior
supplements.......................................... 220,245,000 220,245,000 5,163,247 5,163,247
Unnamed holders of Notes or any future transferees,
pledgees, donees, or successors of or from any such
unnamed holder(3).................................... 110,000 110,000 2,578(4) 2,578
-------------- -------------- ---------- ----------
TOTAL................................................ $ 230,000,000 $ 230,000,000 5,391,936 5,391,936
-------------- -------------- ---------- ----------
-------------- -------------- ---------- ----------
</TABLE>
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(1) Includes the shares of Class A Common Stock into which the Notes held by
such Selling Securityholder are convertible at the initial conversion rate.
The Conversion Rate and the number of shares of Class A Common Stock
issuable upon conversion of the Notes are subject to adjustment under
certain circumstances. See "Description of Notes--Conversion Rights" in the
May 13 Prospectus. Accordingly, the number of shares of Class A Common Stock
issuable upon conversion of the Notes may increase or decrease from time to
time.
(2) Assumes conversion into Class A Common Stock of the full amount of Notes
held by the Selling Securityholder at the initial conversion rate and the
offering of such shares by such Selling Securityholder pursuant to the
Registration Statement of which this Prospectus forms a part. The Conversion
Rate and the number of shares of Class A Common Stock issuable upon
conversion of the Notes is subject to adjustment under certain
circumstances. See "Description of Notes--Conversion Rights." Accordingly,
the number of shares of Class A Common Stock issuable upon conversion of the
Notes may increase or decrease from time to time. Fractional shares will not
be issued upon conversion of the Notes; rather, cash will be paid in lieu of
fractional shares, if any.
(3) No such holder may offer Notes pursuant to the Registration Statement of
which this Prospectus forms a part until such holder is included as a
Selling Securityholder in a supplement to this Prospectus in accordance with
the Registration Rights Agreement.
(4) Assumes that the unnamed holders of Notes or any future transferees,
pledgees, donees or successors of or from any such unnamed holder do not
beneficially own any Class A Common Stock other than the Class A Common
Stock issuable upon conversion of the Notes at the initial conversion rate.
