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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
October 21, 2004

Affiliated Computer Services, Inc.
(Exact name of registrant as specified in its charter)

         
Delaware
(State or other jurisdiction
of incorporation)
  1-12665
(Commission File Number)
  51-0310342
(IRS Employer
Identification No.)

2828 North Haskell Avenue
Dallas, Texas 75204

(Address of principal executive offices, including zip code)

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

Not Applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-14(c))



 


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SIGNATURES
EXHIBIT INDEX
Press Release


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Item 2.02     Results of Operations and Financial Condition.

     On October 21, 2004, Affiliated Computer Services, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2005 ended September 30, 2004. A copy of such press release is attached as Exhibit 99.1 and will be published on the Company’s web site at http://www.acs-inc.com.

     On October 21, 2004, the Company will hold a telephone conference and webcast to disclose the Company’s financial results for the first quarter of fiscal year 2005 ended September 30, 2004. During this conference, the Company will present certain non-generally accepted accounting principles (“GAAP”) financial measures for which reconciliations to the most directly comparable GAAP financial measures will be published on the Company’s web site.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, the press release attached as Exhibit 99.1 is deemed to be furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

Item 7.01     Regulation FD Disclosure.

     On October 21, 2004, the Company announced that it is negotiating to refinance its $875 million revolving credit facility. The Company anticipates that the new facility will be a 60 month multicurrency facility with an aggregate commitment by a syndicate of banks to lend up to $1.5 billion, with an accordion of $300 million, at rates that are lower than the current revolving credit facility. The Company has already received commitments in excess of $1.5 billion (subject to acceptable documentation and customary material adverse change provisions). The closing of the new facility is expected to occur in the next two weeks.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, the information disclosed pursuant to this Item 7.01 and the press release attached as Exhibit 99.1 are deemed to be furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

Item 9.01     Financial Statements and Exhibits.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibit referenced below and the information set forth therein are deemed to be furnished pursuant to Items 2.02 and 7.01 hereof and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

  (c)   Exhibits.
         
  EXHIBIT    
  NUMBER
  DESCRIPTION
 
  99.1   Affiliated Computer Services, Inc. Press Release dated October 21, 2004.

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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, hereunto duly authorized.

         
  AFFILIATED COMPUTER SERVICES, INC.


 
Date:  October 21, 2004  By:   /s/  WARREN D. EDWARDS  
    Name:   Warren D. Edwards   
    Title:   Executive Vice President and Chief Financial Officer   

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EXHIBIT INDEX

       
Exhibit    
Number
  Description
 
99.1   Affiliated Computer Services, Inc. Press Release dated October 21, 2004

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