**EXHIBIT 31.2**

** **

**ELECTRONIC DATA SYSTEMS CORPORATION**

**CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT**

**OF1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

** **

I, Ronald P. Vargo, certifythat:

1.             I havereviewed this Annual Report on Form 10-K of Electronic Data SystemsCorporation;

2.             Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report; 

3.             Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport; 

4.             The registrant's other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

(b) Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

(c) Evaluated the effectiveness of the registrant'sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in theregistrant's internal control over financial reporting that occurred during theregistrant's fourth fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant's internal control overfinancial reporting; and

5.             The registrant's other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant's auditors and the auditcommittee of the registrant's board of directors (or persons performing theequivalent functions):

(a)  All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant'sability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involvesmanagement or other employees who have a  significant role in the registrant'sinternal control over financial reporting.

Date: February 27, 2008

 

                /S/ RONALDP. VARGO                                   Ronald P. Vargo Executive Vice President and Chief Financial Officer

*(Principal Financial Officer)*