Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Bracken Peter A.

2. Issuer Name and Ticker or Trading Symbol
Affiliated Computer Services, Inc. ("ACS")

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

One Curie Court
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
01/23/03

(Street)

Rockville, MD 20850

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Class A Common Stock par value $0.01

01/23/03

01/23/03

M

 

20,000

A

$12.00

20,000

D

 

Class A Common Stock par value $0.01

01/23/03

01/23/03

S

 

20,000

D

$52.09790

0

 

 

Class A Common Stock par value $0.01

01/23/03

01/23/03

S

 

360

D

$52.09790

300

D

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (Right to Buy)

$12.00 (1)

12/16/97

12/16/97

A

 

110,000

 

(2)

12/16/07

Class A Common

110,000

 

 

 

 

Employee Stock Option (Right to Buy)

$12.00 (1)

05/17/01

05/17/01

M

 

 

40,000

(2)

12/16/07

Class A Common

40,000

 

 

 

 

Employee Stock Option (Right to Buy)

$12.00 (1)

05/18/01

05/18/01

M

 

 

30,000

(2)

12/16/07

Class A Common

30,000

 

 

 

 

Employee Stock Option (Right to Buy)

$12.00 (1)

05/21/01

05/21/01

M

 

 

20,000

(2)

12/16/07

Class A Common

20,000

 

 

 

 

Employee Stock Option (Right to Buy)

$12.00

04/25/02

04/25/02

M

 

 

20,000

(2)

12/16/07

Class A Common

20,000

 

 

 

 

Employee Stock Option (Right to Buy)

$12.00

01/23/03

01/23/03

M

 

 

20,000

(2)

12/16/07

Class A Common

20,000

 

0

 

 

Explanation of Responses:

(1) Shares previously reported have been adjusted for a 2-for-1 stock split implemented as a stock dividend paid on February 22, 2002 to shareholders of record at the close of business on February 15, 2002.
(2) The last 20,000 options became exercisable on December 16, 2002.
  By: /s/ Peter A. Bracken
              
**Signature of Reporting Person		 01/23/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
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