<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3); FORM S-3;
COMMISSION FILE NO. 333-49301
FOURTH PROSPECTUS SUPPLEMENT (DATED NOVEMBER 30, 1999)
TO AFFILIATED COMPUTER SERVICES, INC. PROSPECTUS
DATED MAY 13, 1998
Referring to the Affiliated Computer Services, Inc. prospectus dated May
13, 1998, the table in the section entitled "Selling Securityholders" on pages
11-12 is hereby supplemented effective as of November 30, 1999 with the
following information regarding holders of the 4% Convertible Subordinated Notes
due March 15, 2005 that were not named in the table included in the May 13, 1998
prospectus or in the other subsequent prospectus supplements or changes in the
information that has been communicated to ACS. Defined terms used herein but not
otherwise defined herein shall have the same definitions as used in the May 13
prospectus:
<TABLE>
<CAPTION>
PRINCIPAL CLASS A
AMOUNT OF CLASS A COMMON
PRINCIPAL NOTES COMMON STOCK
NAME OF SELLING AMOUNT OF OFFERED STOCK OFFERED
SECURITYHOLDER NOTES OWNED HEREBY OWNED(1) HEREBY(2)
--------------- ------------ ------------ --------- ---------
<S> <C> <C> <C> <C>
ELF Acquitaine .................................... $ 125,000 $ 125,000 2,930 2,930
Goldman, Sachs & Co. .............................. 5,000,000 5,000,000 117,216 117,216
Lord, Abbett Bond Debenture Fund .................. 10,000,000 10,000,000 234,432 234,432
Previously included in May 13 prospectus or
other supplements, adjusted for transfers
for which notifications have been given ....... 214,875,000 214,875,000 5,037,358 5,037,358
Unnamed holders of Notes or any future
transferees, pledgees, donees, or successors
of or from any such unnamed holder(3) ........... -0- -0- -0- -0-
------------ ------------ --------- ---------
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.
