<PAGE>   1
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC. 20549

                          ----------------------------
                                    FORM 10-K
                          ----------------------------

   MARK ONE      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    [ X ]                 SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED JUNE 30, 1998
                                       OR
     [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 For the transition 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)

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

                             ----------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                   Name of exchange on
        Title of each class                         which registered
------------------------------------       ------------------------------------
    Class A common stock, par
      value $.01 per share                       New York Stock Exchange

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE

                             ----------------------

     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 the past 90 days. Yes [X]   No [ ]
                                         

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [ X ]

     As of September 24, 1998, 44,960,764 shares of Class A common stock were
outstanding. The aggregate market value of the Class A common voting stock held
by nonaffiliates of Affiliated Computer Services, Inc. as of such date,
approximated $1,506,186,000.

DOCUMENTS INCORPORATED BY REFERENCE: Fiscal 1998 Annual Report to Stockholders -
Parts I, II and IV; Proxy Statement for October 27, 1998 Annual Meeting - Part
III.

<PAGE>   2


                       AFFILIATED COMPUTER SERVICES, INC.

                                    FORM 10-K
                                  JUNE 30, 1998

<TABLE>
<S>          <C>                                                                                   <C>
PART I
    Item 1.   Business............................................................................. 1
    Item 2.   Properties........................................................................... 9
    Item 3.   Legal Proceedings.................................................................... 9
    Item 4.   Submission of Matters to a Vote of Security Holders..................................10

PART II
    Item 5.   Market for the Registrant's Common Equity and Related Stockholder Matters........... 10
    Item 6.   Selected Consolidated Financial Data................................................ 11
    Item 7.   Management's Discussion and Analysis of Financial Condition and Results 
               of Operations ..................................................................... 11
    Item 8.   Financial Statements and Supplementary Data......................................... 11
    Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial   
               Disclosure......................................................................... 11

PART III
    Item 10.  Directors and Executive Officers of the Registrant...................................12
    Item 11.  Executive Compensation...............................................................12
    Item 12.  Security Ownership of Certain Beneficial Owners and Management.......................12
    Item 13.  Certain Relationships and Related Transactions.......................................12

PART IV
    Item 14.  Exhibits, Financial Statements, Financial Statement Schedule and Reports
                   on Form 8-K.....................................................................12
</TABLE>



<PAGE>   3

      
                                     PART I

ITEM 1.  BUSINESS

GENERAL

     Affiliated Computer Services, Inc. (the "Company" or "ACS") based in
Dallas, Texas and with offices primarily in North America, as well as Central
America, South America, Europe and the Middle East, provides a full range of
business services including business process outsourcing, electronic commerce,
technology outsourcing and professional and systems integration services. The
Company's services are provided to customers with time-critical,
transaction-intensive information processing needs.

     ACS was formed in 1988 to participate in the trend to outsource information
processing to third parties to enable businesses to focus on core operations,
respond to rapidly changing technologies and reduce data processing expenses.
The Company's business strategy is to continue to lower its unit processing
costs by expanding its customer base through both internal marketing and the
acquisition of complementary companies. Since inception through June 30, 1998,
the Company has completed 38 acquisitions, which have resulted in geographic
expansion, growth and diversification of the Company's customer base, expansion
of services and products offered, and increased economies of scale.
Approximately half of the increase in the Company's revenues for the five years
ended June 30, 1998 has been attributable to acquisitions. The Company's
marketing efforts focus on developing long-term relationships with customers
that choose to outsource various information processing requirements, as well as
on expanding services offered to existing customers.


     The Company's technology outsourcing services are provided to a variety of
customers nationwide, including retailers, government agencies, healthcare
providers, telecommunications companies, wholesale distributors, manufacturers,
utilities, financial institutions and insurance companies. The Company utilizes
a variety of third party industry-standard software packages that can be matched
with the appropriate hardware platform to provide flexible and cost-effective
solutions to meet customer requirements. ACS is capitalizing on the trend toward
client-server computing by providing consulting and transitional outsourcing
services, including network and desktop management, to companies that are
changing to these distributed platform environments. The Company offers business
process outsourcing services such as loan and mortgage processing, electronic
imaging, document imaging, record storage and retrieval services, micrographics
processing services and high speed data capture services. ACS' professional
services and system integration include contract programming, systems
engineering and technical assistance, as well as network design and systems
integration. The electronic commerce business consists primarily of the
operation of a proprietary automated teller machine ("ATM") network consisting
of Company owned ATMs as well as ATMs owned by third parties. According to an
industry publication, the Company's MoneyMaker(SM) ATM network is the second
largest non-bank ATM network in the United States. The Company operates a
national network of host and remote data centers that enables ACS to process
transactions for its outsourcing and EFT customers in a rapid, cost-effective
manner.

     In December 1997, the Company acquired ACS Government Solutions Group, Inc.
("ACS Government Solutions"), formerly known as Computer Data Systems, Inc.,
through the merger of a wholly-owned subsidiary of the Company with and into ACS
Government Solutions, a provider of information technology solutions to
government and private industry customers in a transaction accounted for as a
pooling of interests (the "Merger"). As a result, the Company has restated its
historical financial statements to reflect the combined operations of both
companies. ACS' revenues from continuing operations increased from $477.0
million in fiscal 1994 to almost $1.2 billion in fiscal 1998, and income from
continuing operations, excluding merger costs, increased from $37.4 million to
$111.3 million during the same period.


MARKET OVERVIEW

     The Company believes that the demand for third-party information processing
services has grown substantially in recent years and will continue to increase
in the future as a result of financial, strategic and technological factors.
These factors include: (i) the increasing complexity in the systems environment,
(ii) the desire by businesses to take advantage of the latest advances in
technology without the cost and time commitment required to maintain an in-house


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system, (iii) the increasing requirements for rapid processing and communication
of large amounts of data to multiple locations, (iv) the increasing attention by
businesses to control costs, causing them to compare the fully allocated cost of
in-house processing with the cost of outsourcing and (v) the desire of
organizations to focus on their primary competencies. According to an industry
trade association, the size of the global technology outsourcing market is
estimated to be $622 billion by the year 2002.

     The Company participates in several segments of the business process
outsourcing market, such as loan processing, trade marketing and providing
micrographics and electronic imaging products and services. According to an
industry trade association, the market for global business process outsourcing
services is estimated to be $485 billion by the year 2003.

     As a result of rapid technological change in the Company's markets, the
Company expects strong demand for third-party professional programming and
consulting services. Because ACS provides professional services to customers
with mainframe environments as well as with newer client-server and network
applications, the Company believes that it is well-positioned to expand its
services in current locations as well as in new geographic markets. As part of
its consulting services, the Company advises clients on the strategic
acquisition and utilization of information technology to achieve and improve
their competitive position. 

     Electronic commerce involves the on-line processing of transactions
initiated by a consumer at a terminal using a debit or credit card issued by the
consumer's financial institution. Various transactions, including cash
withdrawals, transfers and balance inquiries, are authorized and performed with
immediate posting to the consumer's accounts. According to an industry
publication, there were over 165,000 ATMs deployed in the United States as of
September 1997. Transaction volume has grown in recent years due to an increase
in the number of ATMs deployed, the number of cardholders and the frequency of
use by cardholders.

     The Company's revenues from continuing operations derived from information
technology services are shown in the following table:

<TABLE>
<CAPTION>
                                                                     Year ended June 30,
                                            ------------------------------------------------------------------
                                               1998          1997          1996          1995          1994
                                            ----------    ----------    ----------    ----------    ----------
                                                                     (in thousands)
<S>                                         <C>           <C>           <C>           <C>           <C>       
Information Technology Services:

   Technology outsourcing                   $  330,727    $  297,268    $  185,945    $  177,377    $  154,867
   Business process outsourcing                343,382       292,995       191,725       108,001        87,113
   Professional services /
     systems integration                       390,221       245,720       201,443       184,025       179,018
   Electronic commerce                         124,793        92,942        68,495        64,445        55,980
                                            ----------    ----------    ----------    ----------    ----------
     Total                                  $1,189,123    $  928,925    $  647,608    $  533,848    $  476,978
                                            ==========    ==========    ==========    ==========    ==========
</TABLE>

BUSINESS STRATEGY

         The key components of the Company's business strategy include the
following:

       o  Expand Customer Base - The Company seeks to develop long-term
          relationships with its customers by leveraging its expertise with
          multiple services and product offerings to provide complete
          information technology services. The Company's primary focus is on
          increasing its revenues by adding large-volume transaction processing
          customers.

       o  Grow Existing Customer Relationships - The Company actively pursues
          offering existing clients its full range of services and product
          offerings which, when combined, can create leverageable business
          solutions for the clients.

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        o Provide Flexible Information Processing Solutions - The Company
          offers custom-tailored information processing solutions using a
          variety of proprietary and third-party licensed software on multiple
          hardware and systems software platforms. ACS is capitalizing on the
          trend toward client-server computing by providing consulting and
          transitional outsourcing services, including network and desktop
          computer management, to companies that are changing to these
          distributed platform environments.

        o Maximize Economies of Scale - The Company's strategy is to develop
          and maintain a significant customer and account/transaction base to
          create sufficient economies of scale that enable the Company to
          achieve competitive unit processing costs.

        o Complete Strategic Acquisitions - The Company's acquisition strategy
          is to acquire companies that enable the Company to expand its
          geographic presence, to expand the products and services offered to
          existing customers, and to obtain a presence in new, complementary
          markets.

        o Invest in Technology - The Company responds to technological advances
          and the rapid changes in the requirements of its customers through the
          commitment of substantial amounts of its resources to the operation of
          multiple hardware platforms, customization of products and services
          that incorporate new technology on a timely basis and the continuous
          training of customer service personnel.

        o Build Recurring Revenues - The Company seeks to enter into long-term
          contracts with customers to provide services that meet their ongoing
          information processing needs.

        o Attract, Train, and Retain Associates with Strong Character - We
          believe that attracting, training, and retaining high quality
          associates is essential to our growth. We hire motivated individuals
          with strong character and leadership traits and provide them with
          ongoing technological and leadership skills training. We emphasize
          retaining our associates with challenging work assignments and
          incentive programs.


INFORMATION TECHNOLOGY SERVICES

Technology Outsourcing

     The Company offers a diverse set of technology outsourcing solutions to
businesses desiring to achieve reductions in data processing costs and/or
improvements in the quality of data processing. The Company's principal
technology outsourcing service is the delivery of data processing services on a
remote basis from host data centers with sufficient computer processing
(mainframe and other) capacity to deliver significant cost savings and process
improvements to customers. The principal services provided include both on-line
and batch processing of data and network management assistance. The
mission-critical application systems processed by the Company for its customers
include financial, human resources, retail and wholesale inventory distribution,
manufacturing, healthcare management, transportation management, commercial and
residential telephone billing, mortgage portfolio information and software
development systems.

     The Company's target market for technology outsourcing services consists of
medium- to large-sized commercial organizations with time-critical, 
transaction-intensive information processing needs. The Company provides
technology outsourcing services to customers in the following industries:
telecommunications, wholesale distribution, manufacturing, utilities, financial
institutions and insurance. The primary geographic market for the Company's data
processing services is the United States, although the Company evaluates
international opportunities periodically. Because of the high-speed and
high-capacity capabilities of the telecommunications networks available to the
Company, its primary host data centers located in Dallas, Texas; Rancho Cordova,
California; Rockville, Maryland; Pittsburgh, Pennsylvania and Charlotte, North
Carolina are able to serve customers throughout the United States.

     The Company typically outsources a customer's in-house data processing
operation by migrating the processing workload to one of the Company's data
centers over a period of three to six months, and in some instances the Company
acquires the customer's data processing assets and hires certain customer
personnel. In a facilities management arrangement, which is less common, Company
personnel manage and operate a data center on the 


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customer's site. In most instances, the customer maintains and enhances its
application programs and schedules and initiates processing, using computer and
network resources provided by the Company. In other instances, the Company
maintains and enhances application programs for the customer. The Company owns
certain proprietary applications software which the Company uses to provide
services to customers, including telecommunications service providers. The
proprietary software is not licensed to customers or third parties. The Company
also licenses software provided by various software vendors under perpetual or
renewable term licenses. The Company does not believe it is significantly
dependent upon any proprietary software with respect to its outsourcing services
and believes that, as to software licensed to the Company, sufficient
alternative software products are generally available for licensing by the
Company. However, there can be no assurance that the Company will be able to
obtain such alternative software products on a timely basis or without incurring
additional expense. The Company's data center hardware and systems software
platforms are also made available to customers, such as software development
companies, which desire to purchase processing resources on an as-required
basis. The Company processes its customers' data on a variety of hardware
platforms.

     The Company's technology outsourcing services are typically provided
pursuant to multi-year contracts and are typically priced on a resource
utilization basis rather than on the basis of accounts or transactions
processed. Resources utilized include processing time, professional services,
hardware, data storage and retrieval requirements and output volume required
for processing.

     In recent years new client-server platforms (networks of personal computers
and workstations) have been developed that may, for some applications, provide
more flexibility to customers than is available from mainframe processing. To
the extent these new platforms are less costly than mainframe processing,
customers may choose to move portions of their processing requirements to their
own in-house client-server systems. However, the Company believes mainframe
processing services will continue to be important for many applications, and
that new opportunities will be presented for outsourcing both client-server and
mainframe platforms for complementary use. In addition, recent advances in
technology have made mainframe platforms, in the Company's view, more
cost-competitive with client-server systems.

Business Process Outsourcing

     The Company began offering business process outsourcing services as a
result of the 1992 acquisition of ACS Integrated Document Solutions, Inc.
("IDS"), formerly known as Dataplex Corporation, which was a part of the
Company's strategy to offer complementary services to its outsourcing customers.
IDS offers services that convert customer data onto suitable media, store such
data in a secure environment and retrieve archived data. IDS also sells a
variety of imaging equipment and supplies to end users.

     Customer information is received by IDS in a variety of media such as
paper, microfilm, computer tape, optical disk or CD ROM. Upon receipt, the
information is either duplicated, electronically scanned or converted into
another medium, and then the information is returned to the customer in the
desired medium. In many instances, a copy of the information is stored on
microfilm at the Company's 533-acre records storage and retrieval facility.

     IDS uses several types of hardware and software to deliver its services,
including electronic subscription-based image processors, microfilm processors
and duplicators, rotary, planetary and step-and-repeat cameras, COM (computer
output to microfiche) recorders, optical scanning equipment and client-server
and personal computers. The Company delivers these services from 37 service
centers in 25 states.

     Through its acquisition of Medianet, Inc. in August 1995 and Pinpoint
Marketing, Inc. in September 1996, the Company has built a leadership position
in the trade marketing service industry through the combination of such
companies into a division now known as ACS TradeOne Marketing. The Company's
proprietary software supports program planning and development and
administration of co-op advertising, incentive, fulfillment and other
promotional programs that build brand equity and increase market share to over
100 clients, including many Fortune 100 companies.

     The Company provides financial systems and services including student loan
services, mortgage services, debt collection, loan processing, pension trust
fund support, cash management, and fulfillment system 


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and services. The Company was the first Direct Student Loan Contractor at the
Department of Education, whose contract now exceeds 3 million borrowers and 8
million booked loans valued at approximately $30 billion.

     In February 1996, the Company acquired a majority interest in ACS Business
Process Solutions, Inc. ("BPS"), formerly known as Unibase Technologies, Inc., a
Utah-based provider of high speed data capture services. In March 1998, the
Company acquired the remaining interest in BPS. Using state-of-the-art image
transmission, storage and retrieval technology, millions of information records
are digitized and transmitted daily from customer locations for high-speed
conversion and database update. As of June 30, 1998, BPS employed over 3,200
full-time equivalent employees and captured over 198 million characters of data
each day for approximately 67 customers at 21 service centers in 14 states and
in Mexico, Guatemala and Germany.

     In November 1996, the Company combined its student loan guaranty agency
services business with that of InTuition, Inc. to form a new commercial company,
GuaranTec, LLP. GuaranTec's primary business is providing servicing for certain
student loan guaranty agencies. Such services include diligence, report filing,
collection efforts, maintaining loan data, as well as obtaining money from the
government and delivering guaranteed money to lenders in satisfaction of claims.


Professional Services

     Through its purchase in January 1995 of a majority interest in The Systems
Group, Inc. ("TSG"), a Dallas-based professional services provider, the Company
enhanced its ability to offer its customers high quality professional services.
In October 1997, the Company purchased the remaining interest in TSG. Today, the
Company's professional services include contract programming, technical support,
marketing support and training, as well as network design and installation
services. These services are generally priced to customers on a time and
materials basis. The Company further expanded its geographic presence with the
acquisition of Technical Directions, Inc. in September 1995, Wesson, Taylor,
Wells & Associates, Inc. in March 1997 and CARA Corporation in December 1997.
TSG was renamed Technical Directions, Inc. ("TDI") in 1996 and currently has
approximately 1,130 employees in offices located in Dallas and Houston, Texas;
Atlanta, Georgia; Chicago, Illinois; San Diego, California; Charlotte and
Raleigh, North Carolina; Phoenix, Arizona; Philadelphia, Pennsylvania; Tulsa,
Oklahoma; Minneapolis, Minnesota; Portland, Oregon; Seattle, Washington and
Denver, Colorado.

     TDI provides a variety of clients with professional services allowing such
clients the opportunity to use a planned, flexible workforce, either through
staff augmentation or by serving as a client's in-house development staff. Due
to the nature of the work performed, TDI's professional services are generally
offered on an hourly rate basis to a changing client base under short-term
contractual arrangements. TDI's ability to deliver high-level skill sets and
proven methodologies enhance ACS' ability to offer complementary services to
clients and prospects dealing with technological change.

     In June 1997, the Company acquired Analytical Systems Engineering
Corporation ("ASEC"). ASEC, headquartered in Burlington, Massachusetts, serves
the Department of Defense and the intelligence community focusing on engineering
and technical services. ASEC's core competencies include systems engineering and
technical assistance, information systems and technology support, technology
transfer applications, engineering and installation and systems integration.

     In July 1998, the Company acquired Betac International Corporation and its
subsidiaries ("BETAC"). BETAC is an advanced technology services company
providing information technology solutions to the Department of Defense,
government intelligence and defense contractors, other federal agencies and
commercial clients. Headquartered in Alexandria, Virginia, BETAC broadens the
range of skill sets within ACS' subsidiary, ASEC, in the areas of intelligence,
security and complex technology applications.

     The Company provides client / server development, network engineering and
telecommunications integration, and desktop automation services to federal,
state and local government agencies with a strategic focus on providing high
tech solutions in such areas as Oracle expertise, geographic information systems
and Internet related services. The Company further expanded its professional
services offerings with the purchase of a majority interest in


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The LAN Company, in December 1995 and Intelligent Solutions, Inc., in March
1997. The Lan Company based in Philadelphia, is a provider of network design
and installation services and document management systems to law firms and
other commercial customers in the Northeast. Intelligent Solutions, Inc. is a
Washington, D.C.-based provider of client-server solutions, primarily to the
U.S. Congress, the White House and other Executive Branch agencies. These
acquisitions are part of the Company's strategy to bolster its presence in the
local area/wide area network market.


Electronic Commerce

     The Company engages in the electronic commerce transaction processing
business both as a third-party processor for financial institutions and
retailers and on the Company's own behalf. The Company's electronic commerce
business is conducted primarily through its MoneyMaker(SM) ATM network, which
has been operated by the Company since its formation in 1988. Based on an
industry publication, the Company's MoneyMaker(SM) ATM network is the second
largest non-bank ATM network in the United States. Of the 13,204 ATMs in the
MoneyMaker(SM) ATM network as of June 30, 1998, 12,248 are processed by the
Company on behalf of other owners and 956 are owned by the Company.
Approximately 157 million ATM and point-of-sale transactions were processed in
the network during the year ended June 30, 1998 (up from 124 million during the
year ended June 30, 1997). The Company also provides ATM maintenance services to
its MoneyMaker(SM) ATM network customers, as well as to owners of ATMs in other
networks.

     The Company deploys alternative ATM devices throughout the United States
that are capable of operating with a lower volume of transactions per machine
compared to traditional higher volume, full service machines. Utilizing
cost-saving features such as retailer cash loading and dial-up communications,
these devices make ATM services financially viable for retail locations
generating less than half the transaction volume of typical ATM installations.
The Company's retail customers own these devices, enabling them to receive the
associated fees, while paying the Company for terminal driving services. As of
June 30, 1998, approximately 10,500 low volume ATMs had been installed in all 50
states, primarily at retail sites.

     Through arrangements with a number of independent sales organizations, ACS
continues to grow its electronic commerce network through the sale, placement
and processing of a variety of available ATMs.

     MoneyMaker(SM) ATM network processing contracts generally provide for an
initial term of three to five years and automatically renew unless notice of
non-renewal is given prior to expiration. Charges for services are based
primarily on the volume of transactions processed and are collected daily.
Certain charges are paid monthly. The Company generally is permitted to raise
prices on an annual basis subject to limits based on a specified consumer price
index.


DATA AND SERVICE CENTERS

     The Company's technology outsourcing, electronic commerce and business
process outsourcing services are provided through the Company's extensive
national data and service center network, which comprises 5 host data centers, 7
remote data centers, and 58 business process outsourcing service centers (in 29
states, Mexico, Guatemala and Germany), as well as an extensive
telecommunications network.

     The Company's multi-platform host data centers have a combined processing
capacity of over 8,500 MIPS (millions of instructions per second). Hardware and
systems software platforms currently operated by the Company include a broad
range of on-line IBM-MVS, IBM-DOS, IBM-VM, IBM-AS400, IBM-RISC 6000, DEC,
Tandem/Guardian and UNIX processing environments. To compete effectively in the
rapidly changing technology market, it is critical that the Company implement
and maintain these multiple hardware and software platforms. The Company
continually plans for testing and implementation of new technology and
emphasizes flexibility in structuring the services it offers using new
technology. The Company commits substantial amounts of its resources to the
operation of multiple hardware platforms and the training of customer personnel
in the use of such hardware and software in order to stay current with rapid
technological changes and changes in customer requirements.

     The Company enters into multi-year software license agreements with most of
its software providers. These agreements, which vary in term, generally provide
favorable pricing and added functionality.



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     The host data centers, together with the remote data centers, are capable
of providing comprehensive data processing services required by ACS' customers.
The Company maintains a disaster recovery plan with certain vendors to provide
alternative data processing sites in the event the Company experiences a natural
disaster or other interruption at one or more of its data centers.

     The Company also manages data communications and, in some instances, voice
communications for its customers, as well as various local and wide area
networks. The Company maintains a nationwide voice and data network to support
the complex telecommunications requirements of its customer base. The Company
monitors and maintains network lines and circuits on a seven-day, 24-hour basis
from its host data centers. The Company also provides shared hub satellite
transmission services as an alternative to multi-drop and point-to-point hard
line telecommunication networks.

CUSTOMER BASE

     The Company achieves growth in its data processing revenues and customer
base through marketing and acquisitions of other information processing
companies. For fiscal 1998, approximately one-third of the Company's revenues
were derived from federal, state or local government agencies, while the
remaining two-thirds were derived from commercial customers. Customers may be
lost due to merger, business failure, conversion to a competing processor or to
an in-house system. The Company's business with the federal government is
subject to various risks, including the reduction or modification of contracts
due to changing government needs and requirements. Government contracts, by
their terms, generally can be terminated for convenience by the government,
which means that the government may terminate the contract at any time, without
cause, and in certain instances ACS would be entitled to receive compensation
only for the services provided or costs incurred at the time of termination.

     As of June 30, 1998, the Company had over 24,000 customers including
approximately 500 technology outsourcing customers, 11,000 electronic commerce
customers, 11,500 business process outsourcing customers and 1,000 professional
services/system integration customers.

     Approximately 89%, 90% and 90% of the Company's revenues for fiscal 1998,
1997 and 1996, respectively, were recurring. Recurring revenues are defined by
the Company as revenues derived from services that are used by the Company's
customers each year in connection with their ongoing businesses, and accordingly
exclude conversion and deconversion fees, software license fees, product
installation fees and hardware sales.

     The Company's five largest customers accounted for approximately 25%, 26%
and 30% of the Company's fiscal 1998, 1997 and 1996 revenues, respectively.

SALES AND MARKETING

     The Company markets its services and products primarily through separate
sales forces located throughout the United States. In order to enhance its sales
and marketing efforts, the Company hires sales representatives who have
significant experience in the industries to which they will be marketing.
Maintaining separate sales forces for its various service lines allows the
Company's sales representatives to concentrate on particular services, product
technology and customer markets, thereby staying abreast of developments in
these areas.

COMPETITION

     The market for the Company's services are intensely competitive and highly
fragmented. The most significant competitive factors are reliability and quality
of services, technical competence and price of services. In connection with
certain large outsourcing contracts, the Company may be required to purchase
data processing assets from the prospective customer or to make an investment in
the securities issued by the prospective customer in order to obtain their
contracts. Many of the Company's competitors have substantially greater
resources and thus, may have a greater ability to obtain customer contracts
where sizable asset purchases or investments are required. To maintain
competitive prices, the Company is required to operate with efficient and low
overhead and maintain a significant customer base and account/transaction base
to achieve sufficient economies of scale. The Company's competition for
technology outsourcing contracts consists of (i) the first-tier outsourcers,
including Electronic Data Systems Corporation ("EDS") 


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and Computer Sciences Corporation, (ii) mid-sized divisions of large
corporations, such as MCI, Lockheed-Martin and GE Capital and (iii) other
smaller, regional competitors.

     Within its local markets, TDI actively competes with small specialized
firms as well as with large competitors with a wider range of staffing services.
The Company believes that the key competitive factors in obtaining and retaining
clients include the ability to understand job requirements, deliver appropriate
skill sets in a timely manner and price services effectively. The Company must
also compete for qualified personnel through competitive wages and by
maintaining a consistent demand for the skills recruited.

     The Company competes successfully in the business process outsourcing
business by offering a wide range of services and achieving favorable pricing by
maintaining a significant volume of business with equipment and media suppliers.
Principal BPO competitors include numerous small- to medium-sized local and
regional competitors.

     Competitive factors in the electronic commerce solutions business are
network availability and response time, terminal location and access to other
networks. With respect to off-premise ATMs, additional factors include
percentage and timing of revenue sharing with retailers providing ATM sites and
the ability to provide cost-efficient ATM cash replenishment and maintenance
services. Customer retention in the EFT services business is closely associated
with satisfactory location and performance of ATMs. Principal electronic
commerce solution competitors include EDS, Deluxe Data Corporation, large
financial institutions and several regional ATM networks and processors.

EMPLOYEES

     The Company believes that its success, in part, depends on its continuing
ability to attract and retain skilled technical, marketing and management
personnel. While technology professionals are in high demand, the Company
believes that, to date, it has been able to attract and retain highly qualified
personnel. As of June 30, 1998, the Company and its subsidiaries had over 12,300
full-time equivalent employees. Other than approximately 200 IDS employees, none
of the Company's or its subsidiaries' employees are currently represented by a
union, and there have been no work stoppages or strikes. Management considers
its relations with employees to be good.

GOVERNMENT CONTRACTS AND REGULATION

     One-third of the Company's revenues are derived from contracts and
subcontracts with federal government agencies. The Company's allowable federal
government contract costs and fees are subject to audit by the Defense Contract
Audit Agency ("DCAA"). These audits may result in non-reimbursement of some
contract costs and fees. To date, the Company has experienced no material
adjustments as a result of audits by the DCAA. The DCAA has completed audits of
the Company's federal contracts through fiscal 1996, with the exception of ASEC
operations, which have been audited through calendar year 1995.

     The Company is not directly subject to federal or state regulations
specifically applicable to financial institutions. As a provider of services to
financial institutions, however, the Company's technology outsourcing and
electronic commerce solutions operations are examined periodically by various
state and federal regulatory agencies. These agencies make recommendations to
the Company regarding various aspects of its operations, and generally, the
Company implements such recommendations. The Company also arranges for an annual
independent examination of its major data processing facilities.

     The Company's ATM network operations are subject to federal regulations
governing consumers' rights with respect to ATM transactions. Fees charged by
ATM owners are currently regulated, and additional legislation which would
regulate or eliminate certain ATM fees has been proposed by the federal
government and by several states. There can be no assurance whether such
regulations or legislation will be enacted in the future or that existing
consumer protection laws will not be expanded to apply to fees charged in
connection with ATM transactions. However, if such legislation were enacted, the
number of ATMs operated nationwide (or within the geographic areas affected by
the legislation) could be significantly reduced. This could adversely affect the
Company's revenues and income as they relate to the Company's electronic
commerce solutions business.



                                       8
<PAGE>   11

ITEM 2.  PROPERTIES

     The Company's executive offices are located in Dallas, Texas at a company
owned facility of approximately 587,000 square feet, which also houses a host
data center and other operations. In connection with the Merger, the Company
also owns a facility in Rockville, Maryland which houses a host data center and
the operations of ACS Government Solutions. The Company also operates host data
centers in Rancho Cordova, California; Pittsburgh, Pennsylvania and Charlotte,
North Carolina which encompass an aggregate of 198,000 square feet of space.
These latter three data centers are leased and have terms that expire beginning
July 2001 and ending May 2018. The Company leases facilities for 7 remote
data centers with varying lease expiration terms. These remote data centers
range from approximately 4,000 square feet to 78,500 square feet and are located
in Boston, Massachusetts; New York (2), Woodbury and Utica, New York; Austin,
Texas and Salt Lake City, Utah. The Company leases 58 facilities for business
process outsourcing service centers located throughout the United States ranging
from 650 square feet to 27,700 square feet, also with varying lease expiration
terms. In connection with its business process outsourcing business, the Company
owns a records center on 334 acres of land with 38 underground storage bunkers
and leases another 199 acres of land with 23 underground storage bunkers in
Flora, Mississippi, which lease expires December 2010. The Company also leases
88 other facilities used for office or warehouse space ranging from 180 square
feet to 68,200 square feet with varying lease expiration terms. All properties
leased or owned by the Company are in good repair and in suitable condition for
the purposes for which they are used.

ITEM 3.  LEGAL PROCEEDINGS

     Twenty-one former employees of Gibraltar Savings Association and/or First
Texas Savings Association (collectively, "GSA/FTSA") have brought suit in Texas
state court alleging entitlement to 401,532 shares of the Company's Class A
common stock pursuant to options issued to GSA/FTSA employees in 1988 in
connection with a former data processing services agreement between GSA/FTSA and
the Company. The per share exercise price for each of these options, as adjusted
for the Company's 1994 reclassification and its 1996 two-for-one stock split, is
alleged to be $.38. On September 23, 1998, the court issued certain adverse
rulings in connection with this lawsuit and indicated that it intends to issue a
judgment reflecting such rulings in the near future. The court indicated that
the anticipated judgment will provide for damages in the amount of the value of
the Company's Class A common stock around September 23, 1998. Based upon the
value of the Company's Class A common stock at the close of the NYSE on such
date, the amount of the damages, including plaintiff's attorney fees, would be
approximately $16.5 million. The Company continues to believe that it has
meritorious defenses to all or substantial portions of these matters and plans
to immediately and vigorously appeal such judgment when entered. However, should
the proceedings not be favorably resolved upon appeal, the Company may be
subject to a material charge.

     On October 10, 1995, the Company filed a counterclaim against National
Convenience Stores, Incorporated ("NCS") alleging that NCS had breached a
contract with the Company and seeking unspecified damages. This counterclaim was
filed in response to an action filed by NCS against the Company in the 101st
Judicial District Court in Dallas, Texas seeking a declaratory judgment that NCS
is not contractually obligated to allow the Company to review and match any
third party proposal to process automated teller machines in NCS stores upon
expiration of the contract with the Company, pursuant to its terms, on December
1, 1995. On March 12, 1997 the Company added NationsBank as a defendant in the
counterclaim. The Company intends to vigorously oppose this action and to pursue
the claims asserted in the counterclaim.

     In addition to the foregoing, the Company is subject to certain other legal
proceedings, claims and disputes which arise in the ordinary course of its
business. Although the Company cannot predict the outcomes of these legal
proceedings, the Company's management does not believe these actions will have a
material adverse effect on the Company's financial position, results of
operations or liquidity. However, if unfavorably resolved, these proceedings
could have a material adverse effect on the Company's financial position,
results of operations and liquidity.



                                       9
<PAGE>   12

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the fiscal fourth quarter covered by this report, no matter was
submitted to a vote of security holders of the Company.

                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS


     The Company's Class A common stock is traded on the New York Stock Exchange
("NYSE") under the symbol "AFA." The following table sets forth the high and low
sales prices of the Company's Class A common stock for the last two fiscal years
as reported on the Nasdaq Stock Market's National Market through February 1997
and thereafter on the NYSE, and have been retroactively adjusted for the
two-for-one stock split which occurred in November 1996.

<TABLE>
<CAPTION>
        Fiscal year ended June 30, 1998                                   High                  Low
        -------------------------------------------------------------------------------------------------

<S>                                                                       <C>                  <C> 
        First Quarter                                                     29 15/16             24 5/16
                                                                                               
        Second Quarter                                                    26  1/2              21 1/2
                                                                                               
        Third Quarter                                                     37  1/8              24 1/2
                                                                                               
        Fourth Quarter                                                    39 3/4               30 5/8
                                                                                                
                                                                                                
<CAPTION>
        Fiscal year ended June 30, 1997                                    High                 Low
        -------------------------------------------------------------------------------------------------
<S>                                                                       <C>                  <C> 
        First Quarter                                                     32                   21 1/8
                                                                          
        Second Quarter                                                    32                   24 3/4
                                                                          
        Third Quarter                                                     30 1/4               19 1/2
                                                                          
        Fourth Quarter                                                    28 5/8               20 3/4
                                                                          
                                                                          
</TABLE>

     On September 24, 1998, the last reported sales price of the Company's Class
A common stock as reported on the New York Stock Exchange was $33 1/2 per share.

     Except for the dividends paid by ACS Government Solutions prior to the
Merger, the Company has not paid any dividends to date on its common stock. The
Company intends to continue to retain earnings for use in the operation of its
business and, therefore, does not anticipate paying any dividends in the
foreseeable future. Under the terms of its unsecured revolving credit agreement
with Wells Fargo Bank (Texas), National Association and Bank One, Texas N.A. as
amended (the "Credit Facility"), the Company is prohibited from paying dividends
in any fiscal year in a total amount that would exceed 50% of the Company's net
income for the preceding fiscal year. Any future determination to pay dividends
will be at the discretion of the Company's Board of Directors and will be
dependent upon the Company's financial condition, results of operations,
contractual restrictions, capital requirements, business prospects and such
other factors as the Board of Directors deems relevant.




                                       10
<PAGE>   13





ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

     The following selected consolidated financial data of the Company are
qualified by reference to and should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included
elsewhere in this document.

(in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                            As of and for the year ended June 30,
                                            ---------------------------------------------------------------------
                                                1998             1997          1996          1995          1994
                                            ----------       ----------    ----------    ----------    ----------
<S>                                         <C>              <C>           <C>           <C>           <C>       
RESULTS OF OPERATIONS DATA:(1)

Revenues                                    $1,189,123       $  928,925    $  647,608    $  533,848    $  476,978

Earnings from continuing operations         $   54,422(2)    $   49,666    $   33,525    $   25,655    $   19,654

Earnings per common share - basic           $     1.14(2)    $     1.08    $     0.88    $     0.74    $     0.64 

Earnings per common share
   assuming dilution                        $     1.11(2)    $     1.05    $     0.85    $     0.71    $     0.59

Weighted average shares outstanding
   - basic                                      47,599           46,136        38,228        34,625        30,664

Weighted average shares outstanding
   assuming dilution                            50,487           47,452        39,320        35,998        33,233

BALANCE SHEET DATA:
Working capital                             $  198,118       $  110,866    $   79,928    $   77,615    $   76,583

Total assets                                $  949,798       $  761,477    $  636,098    $  309,903    $  266,734

Total long-term debt
   (less current portion)                   $  234,848       $  130,680    $   57,208    $   37,940    $   84,534

Cumulative redeemable
   preferred stock                          $     --         $     --      $    1,100    $    1,100    $    1,100

Stockholders' equity                        $  503,670       $  427,481    $  363,204    $  156,686    $   90,439
</TABLE>

     (1) At the end of fiscal 1994, the Company completed a reorganization and
         spin-off of certain businesses unrelated to information processing,
         which were accounted for as discontinued operations. The results
         reflected herein are from continuing operations.

     (2) Includes $12,974,000, $8,880,000 net of tax, or $.19 and $.18 per basic
         and diluted share, respectively, of merger costs incurred by the
         Company in connection with the Merger.

     Pursuant to Instructions G(2) to Form 10-K, the information required in
Items 7 and 8 are incorporated by reference from pages 17 through 35 of the
Company's Fiscal 1998 Annual Report to Stockholders, included in this Form 10-K
Annual Report as Exhibit 13.1

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         Not applicable

                                    PART III

     Pursuant to Instruction G(3) to Form 10-K, the information required in
ITEMS 10 THROUGH 13 is incorporated by reference from the Company's definitive
proxy statement, which is incorporated herein by reference.





                                       11
<PAGE>   14


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND
REPORTS ON FORM 8-K

   (a) (1)  Financial Statements

       The consolidated financial statements of the Company as of June 30, 1998
       and 1997 and for each of the three years in the period ended June 30,
       1998, together with the report of PricewaterhouseCoopers LLP dated July
       28, 1998, except as to Note 15, which is as of August 10, 1998, appear on
       pages 17 to 34 of the Company's Fiscal 1998 Annual Report to 
       Stockholders, Exhibit 13.1 to this Form 10-K Annual Report, and are
       incorporated herein by reference.

   (a) (2)  Financial Statement Schedule

        Schedule II- Valuation and Qualifying Accounts for the three years in
        the period ended June 30, 1998, together with the report of
        PricewaterhouseCoopers LLP dated July 28, 1998 appear on pages F-1 and
        F-2 and are filed as part of this Form 10-K Annual Report.

        All other financial statement schedules are omitted for the reason that
        they are either not applicable or not required or because the
        information required is contained in the consolidated financial
        statements or notes thereto.

   (b)  Reports on Form 8-K

        On April 3, 1998 the Company filed a Current Report on Form 8-K
        reporting the sale of a new issue of $230,000,000 4% Convertible
        Subordinated Notes due March 15, 2005.

        On July 7, 1998 the Company filed a Current Report on Form 8-K reporting
        the acquisition of Betac International Corporation.

   (c)  Exhibits

        Reference is made to the Index to Exhibits beginning on page 19 for a
        list of all exhibits filed as part of this report.



                                       12
<PAGE>   15





                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed in
its behalf by the undersigned thereunto duly authorized.

                                         Affiliated Computer Services, Inc.

Date:  September 28, 1998

                                         By: /s/  Mark A. King
                                             --------------------------------
                                             Mark A. King
                                             Executive Vice President and
                                             Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 28th day of September 1998.

<TABLE>
<CAPTION>
                 Signature                                                       Title
                 ---------                                                       -----
<S>                                                  <C>
                                                      Director, Chairman of the Board and
             /s/ Darwin Deason                           Chief Executive Officer (Principal Executive Officer)
--------------------------------------------
              (Darwin Deason)


            /s/ Jeffrey A. Rich                       Director, Chief Operating Officer and President
--------------------------------------------
             (Jeffrey A. Rich)

                                                      Director, Chief Financial Officer and
             /s/ Mark A. King                            Executive Vice President
--------------------------------------------
              (Mark A. King)


         /s/ Henry G. Hortenstine                     Director, Executive Vice President
--------------------------------------------
          (Henry G. Hortenstine)


           /s/ Peter A. Bracken                       Director, Executive Vice President
--------------------------------------------
            (Peter A. Bracken)

                                                      Director, Executive Vice President, Secretary and
            /s/ David W. Black                           General Counsel
--------------------------------------------
             (David W. Black)


           /s/ Joseph P. O'Neill                      Director
--------------------------------------------
            (Joseph P. O'Neill)


            /s/ Frank A. Rossi                        Director
--------------------------------------------
             (Frank A. Rossi)


          /s/ Clifford M. Kendall                     Director
--------------------------------------------
           (Clifford M. Kendall)
</TABLE>





                                       13
<PAGE>   16


       REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE




    To the Board of Directors of Affiliated Computer Services, Inc.

    Our audits of the consolidated financial statements referred to in our
report dated July 28, 1998, except as to Note 15, which is as of August 10,
1998, appearing on page 34 of the 1998 Annual Report to Stockholders of
Affiliated Computer Services, Inc. (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, this Financial Statement Schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.



    PricewaterhouseCoopers LLP




    Dallas, Texas
    July 28, 1998




                                      F-1
<PAGE>   17


                       AFFILIATED COMPUTER SERVICES, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                FOR THE YEARS ENDED JUNE 30, 1998, 1997 AND 1996
                                 (in thousands)

<TABLE>
<CAPTION>

                                              Balance                                          Balance
                                            at Beginning    Charged to Costs                   at End
           Description                        of Period      and Expenses     Deductions      of Period
---------------------------------           ------------    ----------------  ----------      ---------
<S>                                             <C>             <C>             <C>      <C>    <C>     
Year ended June 30, 1998
   Deducted from asset accounts:
     Accounts receivable                        $  1,964        $    998        $    122 (1)    $  2,840
     Property and equipment                       66,302          25,493           1,699 (2)      90,096
     Software                                      9,436           3,661           2,068 (2)      11,029
     Goodwill                                     15,504          10,432              90 (2)      25,846
     Other intangible assets                       7,100           7,888             574 (2)      14,414
                                                --------        --------        --------        --------

       Total                                    $100,306        $ 48,472        $  4,553        $144,225
                                                ========        ========        ========        ========

Year ended June 30, 1997
   Deducted from asset accounts:
     Accounts receivable                        $  1,457        $  1,166        $    659 (1)    $  1,964
     Property and equipment                       46,718          21,836           2,252 (2)      66,302
     Software                                     19,438           2,717          12,719 (2)       9,436
     Goodwill                                      8,609           7,232             337 (2)      15,504
     Other intangible assets                       4,478           2,826             204 (2)       7,100
                                                --------        --------        --------        --------

       Total                                    $ 80,700        $ 35,777        $ 16,171        $100,306
                                                ========        ========        ========        ========

Year ended June 30, 1996
   Deducted from asset accounts:
     Accounts receivable                        $  1,792        $    465        $    800 (1)    $  1,457
     Property and equipment                       39,278          10,807           3,367 (2)      46,718
     Software                                     18,384           1,388             334 (2)      19,438
     Goodwill                                      5,783           2,826            --             8,609
     Other intangible assets                       3,039           1,439            --             4,478
                                                --------        --------        --------        --------

       Total                                    $ 68,276        $ 16,925        $  4,501        $ 80,700
                                                ========        ========        ========        ========
</TABLE>


     (1)  Uncollectible accounts written off, net of recoveries

     (2)  Retirements






                                      F-2
<PAGE>   18


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                                              EXHIBIT NAME
   ------                                              ------------

<S>          <C>
    2.1      Agreement and Plan of Merger, dated as of September 20, 1997, by and among the Company, ACS
                  Acquisition Corp. and Computer Data Systems, Inc.

    3.1      Charter of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Form S-4
                  (Registration No. 333-40351) (the "Form S-4") and incorporated herein by reference.

    3.2      Restated Bylaws of the Company, filed as Exhibit 3.2 to the Company's Form S-4 and incorporated
                  herein by reference.

    4.1      Letter agreement, dated December 12, 1988, between the Company and The Southland Corporation,
                  filed as Exhibit 4.1 to the Company's Form S-1 and incorporated herein by reference.

    4.2      Warrant to Purchase Shares of Class A Common Stock of the Company, dated January 3, 1989, issued
                  to The Southland Corporation, filed as Exhibit 4.2 to the Company's Form S-1 and incorporated
                  herein by reference.

    4.3      Form of New Class A Common Stock Certificate, filed as Exhibit 4.3 to the Company's Form S-1 and
                  incorporated herein by reference.

    4.4      Letter of Election and Transmittal of Sole Holder of Class C Common Stock of ACS Investors, Inc.,
                  filed as Exhibit 4.5 to the Company's Form S-1 and incorporated herein by reference.

    4.5      Rights Agreement, dated August 11, 1997, between the Company and ChaseMellon Shareholder Services, 
                  L.L.C, as Rights Agent, filed as Exhibit 4.1 to the Company's Report on Form 8-K dated
                  August 20, 1997 and incorporated herein by reference.

    4.6      Indenture, dated as of March 20, 1998 between Affiliated Computer Services, Inc., as issuer and
                  U.S. Trust Company of Texas, N.A. as trustee, filed as Exhibit 4.1 to the Company's Report on Form
                  8-K dated March 20, 1998 and incorporated herein by reference.

    4.7      Registration Rights Agreement, dated as of March 17, 1998 between Affiliated Computer Services,
                  Inc. and Goldman, Sachs & Co., Bear, Stearns & Co., Inc., Smith Barney Inc., Hambrecht & Quist
                  LLC, Donaldson, Lufkin & Jenrette Securities Corporation and Prudential Securities Incorporated,
                  filed as Exhibit 4.2 to the Company's Report on Form 8-K dated March 20, 1998 and incorporated
                  herein by reference.

    10.1     Amended Stock Option Plan of the Company, filed as Exhibit 10.1 to the Company's Form S-1 and
                  incorporated herein by reference.

    10.2     Form of Dataplex Acquisition Corp. 10% Junior Subordinated Exchange Debenture due January 15,
                  2000, filed as Exhibit 10.2 to the Company's Form S-1 and incorporated herein by reference.


</TABLE>
             
<PAGE>   19

<TABLE>
<S>         <C>
    10.3     Master Equipment Lease Agreement, dated October 23, 1991, by and between Amdahl Capital Corporation, 
                  as lessor, and the Company, as lessee, filed as Exhibit 10.14 to the Company's Form S-1 and 
                  incorporated herein by reference.

    10.4     Reciprocal Services Agreement, dated June 30, 1994, between the Company and Precept, filed as
                  Exhibit 10.15 to the Company's Form S-1 and incorporated herein by reference.

    10.5     Tax Sharing Agreement, dated July 1, 1994, between the Company and Precept, filed as Exhibit
                  10.16 to the Company's Form S-1 and incorporated herein by reference.

    10.6     Noncompetition Agreement, dated July 1, 1994, between the Company and Precept, filed as Exhibit
                  10.17 to the Company's Form S-1 and incorporated herein by reference.

    10.7     Mutual Indemnification Agreement, dated June 30, 1994, between the Company and Precept, filed as
                  Exhibit 10.18 to the Company's Form S-1 and incorporated herein by reference.

    10.8     Stockholders Tax Indemnification Agreement, dated June 30, 1994, between the Company and the
                  Stockholders named therein, filed as Exhibit 10.19 to the Company's Form S-1 and incorporated
                  herein by reference.

    10.9     Form of Directors Indemnification Agreement, filed as Exhibit 10.20 to the Company's Form S-1 and
                  incorporated herein by reference.

    10.10    Credit Agreement dated December 15, 1995 between Affiliated Computer Services, Inc., a Delaware
                  corporation, certain Lenders, Bank One, Texas, N.A., as Documentation Agent and Co-Agent and
                  First Interstate Bank of Texas N.A., as Administrative Agent and Co-Agent filed as Exhibit 10.1
                  to the Company's Third Quarter Report on Form 10-Q for the quarter ended March 31, 1996 and
                  incorporated herein by reference.

    10.11    Restated Credit Agreement dated June 20, 1996 between Affiliated Computer Services, Inc., Borrower, 
                  Wells Fargo Bank (Texas), N.A., Agent, Bank One, Texas, N.A., Co-Agent, and Certain Lenders for 
                  $160,000,000 Revolving Facility filed as Exhibit 10.19 to the Company's Annual Report on Form 
                  10-K for the year ended June 30, 1996 and incorporated herein by reference.

    10.12    First Amendment to Restated Credit Agreement dated July 29, 1997 between Affiliated Computer
                  Services, Inc., Borrower; Wells Fargo Bank (Texas) N.A., Agent; Bank One, Texas, N.A., Co-Agent;
                  and Certain Lenders of $160,000,000 Revolving Facility filed as Exhibit 10.14 to the Company's
                  Annual Report on Form 10-K for the year ended June 30, 1997 and incorporated herein by reference.

    10.13    Form of Severance Agreement by and between the Company and Certain Executive Officers of the
                  Company filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended
                  June 30, 1997 and incorporated herein by reference

    10.14    U.S. Department of Education Contract No. PM 94017001 (portions of which are subject to an Order
                  for Confidential Treatment pursuant to Rule 24b-2) included as an exhibit to the Form 10-Q/A
                  filed August 24, 1994 by ACS Government Solutions, Inc. (formerly known as Computer Data 
                  Systems, Inc.) and incorporated herein by reference.

  * 13.1     Excerpt of the Fiscal 1998 Annual Report to Stockholders, pages 17 through 35.

  * 21.1     Subsidiaries of the Company

  * 23.1     Consent of PricewaterhouseCoopers LLP

  * 23.2     Consent of Ernst & Young LLP

  * 27.1     Financial Data Schedule

  * 99.1     Report of Independent Auditors

  * Filed herewith
</TABLE>