content: <PAGE>   1
                                                        REGISTRATION NO. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       under
                             THE SECURITIES ACT OF 1933
  
                              --------------------
  
                             PEROT SYSTEMS CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  
  
             DELAWARE                                          75-2230700
   (State or Other Jurisdiction of                           (I.R.S. Employer
   Incorporation or Organization)                         Identification Number)
                                                         
  
                           12377 MERIT DRIVE, SUITE 1100
                                DALLAS, TEXAS  75251
     (Address, Including Zip Code, of Registrant's Principal Executive Office)
  
                               1991 STOCK OPTION PLAN
                               RESTRICTED STOCK PLAN
      1996 ADVISOR AND CONSULTANT STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN
      1996 NON-EMPLOYEE DIRECTOR STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN
                ADVISOR STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN
                              (Full title of the Plan)
  
                                   PETER ALTABEF
                                  VICE PRESIDENT,
                           GENERAL COUNSEL AND SECRETARY
                             PEROT SYSTEMS CORPORATION
                           12377 MERIT DRIVE, SUITE 1100
                                DALLAS, TEXAS  75251
                                   (972) 383-5600
   (Name, Address and Telephone Number, Including Area Code, of Agent For Service)
  
                               --------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ========================================================================================================================
                                                                      PROPOSED               PROPOSED
                TITLE OF                                              MAXIMUM                MAXIMUM           AMOUNT OF
              SECURITIES TO                   AMOUNT TO            OFFERING PRICE           AGGREGATE        REGISTRATION
              BE REGISTERED                 BE REGISTERED            PER SHARE            OFFERING PRICE          FEE
  ------------------------------------------------------------------------------------------------------------------------
   <S>                                      <C>                      <C>                  <C>                 <C>
   Common Stock, par value $.01 per
           share(2)                          30,000,000                2.32(1)            $69,693,124(1)      $21,120(1)
  ========================================================================================================================
  </TABLE>
  
  (1)    Estimated solely for calculating the registration fee and calculated 
         pursuant to Rule 457(h) under the Securities Act of 1933, with respect
         to 17,620,738 shares of Common Stock subject to options, the
         registration fee is based on the exercise prices which range from $.50
         to $6.75 per share and with respect to the remaining 12,379,262 shares
         of Common Stock the registration fee is based on the book value per
         share.
          
  (2)    An aggregate of 37,000,000 shares of Common Stock are issuable pursuant
         to the 1991 Stock Option Plan, the Restricted Stock Plan, the 1996
         Advisor and Consultant Stock Option/Restricted Stock Incentive Plan and
         the Advisor Stock Option/Restricted Stock Incentive Plan and 400,000
         shares of Common Stock are issuable pursuant to the 1996 Non-Employee
         Director Stock Option/Restricted Stock Incentive Plan. 
  
  ================================================================================
  
  <PAGE>   2
                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The Registration Statement on Form 10 (file no. 0-22495), as amended, 
  and the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
  1997 filed with the Securities and Exchange Commission by Perot Systems 
  Corporation (the "Company") are hereby incorporated by reference in this 
  Registration Statement.
  
         All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934 after the date of this
  Registration Statement and prior to the filing of a post-effective amendment to
  this Registration Statement which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing such documents.  Any statement contained
  in a document incorporated or deemed to be incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that a statement contained herein or in any other
  subsequently filed document which also is or is deemed to be incorporated by
  reference herein modifies or supersedes such statement.  Any such statement so
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Section 145 of the Delaware General Corporation Law (the "DGCL")
  empowers a Delaware corporation to indemnify any persons who are, or are
  threatened to be made, parties to any threatened, pending or completed legal
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of such corporation), by
  reason of the fact that such person was an officer or director of such
  corporation, or is or was serving at the request of such corporation as an
  officer or director of another corporation or enterprise. The indemnity may
  include expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by such person in connection
  with such action, suit or proceeding, provided that such officer or director
  acted in good faith and in a manner he reasonably believed to be in or not
  opposed to the corporation's best interests, and, for criminal proceedings, had
  no reasonable cause to believe his conduct was illegal. A Delaware corporation
  may indemnify officers and directors against expenses (including attorneys'
  fees) in connection with the defense or settlement of an action by or in the
  right of the corporation under the same conditions, except that no
  indemnification is permitted without judicial approval if the officer or
  director is adjudged to be liable to the corporation. Where an officer or
  director is successful on the merits or otherwise in the defense of any action
  referred to above, the corporation must indemnify him against the expenses
  (including attorneys' fees) which such officer or director actually and
  reasonably incurred in connection therewith.
  
         Article VIII of the Certificate of Incorporation of the Company provides
  for the elimination of personal liability of its directors for monetary damages
  for breach of fiduciary duty as a director, except as otherwise provided by the
  DGCL.
  
         A director of the Company may not be personally liable to the Company or
  its stockholders for monetary damages for breach of fiduciary duty as a
  director, except for liability (i) for any breach of the director's duty of
  loyalty to the Company or its stockholders, (ii) for acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
  for any transaction from which the director derived any improper personal
  benefit.  The provisions of the Certificate of Incorporation eliminating the
  liability of directors for monetary damages do not affect the standard of
  conduct to which directors must adhere, nor do such provisions affect the
  availability of equitable relief.  In addition, such limitations on personal
  liability do not affect the availability of monetary damages under causes of
  action based on federal law.
  
  
  
  
  
                                         2
  <PAGE>   3
         The Certificate of Incorporation provides for indemnification of its
  officers and directors to the fullest extent permitted by the Delaware General
  Corporation Law.  In addition, the Company provides director and officer
  insurance coverage for the benefit of its directors and officers.
  
         In addition to provisions made by the Company, Mr. Steve Blasnik is
  indemnified for actions taken in his capacity as a director of the Company as
  part of his employment arrangement with Perot Investments, Inc., a private
  investment firm.
  
         Section 102(b)(7) of the DGCL provides that a Delaware corporation may
  eliminate or limit the personal liability of a director to a Delaware
  corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a director, provided that such provision shall not eliminate or limit
  the liability of a director (i) for any breach of the director's duty of
  loyalty to the corporation or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Section 174 of the DGCL relating to the unlawful payment of a
  dividend or an unlawful stock purchase or redemption or (iv) for any
  transaction from which the director derived an improper personal benefit.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable
  
  ITEM 8.  EXHIBITS.
  
      5      Opinion of Peter Altabef
      
      23(a)  Consent of Coopers & Lybrand L.L.P.
      
      23(b)  Consent of Peter Altabef (included in his opinion filed as
             Exhibit 5 hereto)
      
      24     Power of Attorney
      
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)  To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration
           Statement:
  
                          (i)  To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;
  
                         (ii)  To reflect in the prospectus any facts or events
                    arising after the effective date of this Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement.  Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high and of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than 20 percent change in
                    the maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement;
  
                        (iii)  To include any material information with respect to
                    the plan of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information set forth in this Registration Statement;
  
         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
         if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
         the information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         15(d) of the Securities Exchange Act of 1934 that are incorporated by
         reference in this Registration Statement.
  
  
  
  
  
                                         3
  <PAGE>   4
                (2)  That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.
  
                (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
  
                (4)  If the Registrant is a foreign private issuer, to file a
         post-effective amendment to the Registration Statement to include any
         financial statements required by Rule 3-19 of this chapter at the start
         of any delayed offering or throughout a continuous offering, Financial
         statements and information otherwise required by Section 10(a)(3) of the
         Act need not be furnished, provided, that the Registrant includes in the
         prospectus, by means of a post-effective amendment, financial statements
         required pursuant to this paragraph (a)(4) and other information
         necessary to ensure that all other information in the prospectus is at
         least as current as the date of those financial statements.
         Notwithstanding the foregoing, with respect to registration statements
         on Form F-3, a post-effective amendment need not be filed to include
         financial statements and information required by Section 10(a)(3) of the
         Act or Rule 3-19 of this chapter if such financial statements and
         information are contained in periodic reports filed with or furnished to
         the Commission by the Registrant pursuant to Section 13 or Section 15(d)
         of the Securities Exchange Act of 1934 that are incorporated by
         reference in the Form F-3.
  
         (b)    The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
         (c)    Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers or controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted against the Registrant by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against policy as expressed
  in the Act and will be governed by the final adjudication of such issue.
  
  
  
  
  
                                         4
  <PAGE>   5
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, Perot Systems
  Corporation certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas on this 30th day of
  June, 1997.
  
  
                                                PEROT SYSTEMS CORPORATION      
                                                                               
                                                                               
                                                By   /s/  James A. Cannavino 
                                                   -----------------------------  
                                                   Name:  James A. Cannavino    
                                                   Title: President and
                                                          Chief Executive Officer
  
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on this 30th day of June, 1997.
  
  
  <TABLE>
  <CAPTION>
                    SIGNATURE                                         TITLE
                    ---------                                         -----
   <S>              <C>                                    <C>
                    Morton M. Meyerson*                    Chairman of the Board
   -----------------------------------------------------                        
                     Morton M. Meyerson
  
                /s/ James A. Cannavino                    President, Chief Executive Officer and Director
   -----------------------------------------------------   (principal executive officer)                  
                    James A. Cannavino                                                 
  
                       Terry Ashwill*                      Vice President and Chief Financial Officer
   -----------------------------------------------------   (principal financial officer)             
                       Terry Ashwill                       Treasurer (principal accounting officer) 
  
                        John Vonesh*                                                                
   -----------------------------------------------------                                           
                        John Vonesh
  
                       James Champy*                       Vice President and Director
   -----------------------------------------------------                              
                        James Champy
  
                       Steve Blasnik*                      Director
   -----------------------------------------------------           
                       Steve Blasnik
  
                       Craig Fields*                       Director
   -----------------------------------------------------           
                        Craig Fields
  
                     Raymond L. Golden*                    Director
   -----------------------------------------------------           
                     Raymond L. Golden
  
                         Carl Hahn*                        Director
   -----------------------------------------------------           
                         Carl Hahn
  
                      Ross Perot, Jr.*                     Director
   -----------------------------------------------------           
                      Ross Perot, Jr.
  
                      John L. Segall*                      Director
   -----------------------------------------------------           
                       John L. Segall
  
   *By              /s/  Peter Altabef  
      --------------------------------------------------
                      Attorney-in-fact
  </TABLE>
  
  
  
  
  
                                         5
  <PAGE>   6
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
                                                                                
  EXHIBIT NUMBER                     DESCRIPTION OF EXHIBIT                     
        <S>          <C>
        5            Opinion of Peter Altabef regarding legality of the 
                     securities being registered
                     
        23(a)        Consent of Coopers & Lybrand L.L.P.
                     
        23(b)        Consent of Peter Altabef (included in the opinion filed as 
                     Exhibit 5)
                     
        24           Power of Attorney
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21329}]
metadata_filer: {"company-data": {"conformed-name": "PEROT SYSTEMS CORP", "cik": "0000894253", "assigned-sic": "8200", "irs-number": "752230700", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30401", "film-number": "97633278"}, "business-address": {"street1": "12377 MERIT DRIVE", "street2": "SUITE #1100", "city": "DALLAS", "state": "TX", "zip": "75251", "phone": "7037093000"}, "mail-address": {"street1": "12377 MERIT DRIVE", "street2": "SUITE #1100", "city": "DALLAS", "state": "TX", "zip": "75251"}}
text: 1
                                                        REGISTRATION NO. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       under
                             THE SECURITIES ACT OF 1933
  
                              --------------------
  
                             PEROT SYSTEMS CORPORATION
               (Exact Name of Registrant as Specified in its Charter)
  
             DELAWARE                                          75-2230700
   (State or Other Jurisdiction of                           (I.R.S. Employer
   Incorporation or Organization)                         Identification Number)
                                                         
  
                           12377 MERIT DRIVE, SUITE 1100
                                DALLAS, TEXAS  75251
     (Address, Including Zip Code, of Registrant's Principal Executive Office)
  
                               1991 STOCK OPTION PLAN
                               RESTRICTED STOCK PLAN
      1996 ADVISOR AND CONSULTANT STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN
      1996 NON-EMPLOYEE DIRECTOR STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN
                ADVISOR STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN
                              (Full title of the Plan)
  
                                   PETER ALTABEF
                                  VICE PRESIDENT,
                           GENERAL COUNSEL AND SECRETARY
                             PEROT SYSTEMS CORPORATION
                           12377 MERIT DRIVE, SUITE 1100
                                DALLAS, TEXAS  75251
                                   (972) 383-5600
   (Name, Address and Telephone Number, Including Area Code, of Agent For Service)
  
                               --------------------
  
                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
                                                                      PROPOSED               PROPOSED
                TITLE OF                                              MAXIMUM                MAXIMUM           AMOUNT OF
              SECURITIES TO                   AMOUNT TO            OFFERING PRICE           AGGREGATE        REGISTRATION
              BE REGISTERED                 BE REGISTERED            PER SHARE            OFFERING PRICE          FEE
  ------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $.01 per
           share(2)                          30,000,000                2.32(1)            $69,693,124(1)      $21,120(1)
  ========================================================================================================================
  (1)    Estimated solely for calculating the registration fee and calculated 
         pursuant to Rule 457(h) under the Securities Act of 1933, with respect
         to 17,620,738 shares of Common Stock subject to options, the
         registration fee is based on the exercise prices which range from $.50
         to $6.75 per share and with respect to the remaining 12,379,262 shares
         of Common Stock the registration fee is based on the book value per
         share.
          
  (2)    An aggregate of 37,000,000 shares of Common Stock are issuable pursuant
         to the 1991 Stock Option Plan, the Restricted Stock Plan, the 1996
         Advisor and Consultant Stock Option/Restricted Stock Incentive Plan and
         the Advisor Stock Option/Restricted Stock Incentive Plan and 400,000
         shares of Common Stock are issuable pursuant to the 1996 Non-Employee
         Director Stock Option/Restricted Stock Incentive Plan. 
  
  ================================================================================
  2
                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The Registration Statement on Form 10 (file no. 0-22495), as amended, 
  and the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
  1997 filed with the Securities and Exchange Commission by Perot Systems 
  Corporation (the "Company") are hereby incorporated by reference in this 
  Registration Statement.
  
         All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Securities Exchange Act of 1934 after the date of this
  Registration Statement and prior to the filing of a post-effective amendment to
  this Registration Statement which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing such documents.  Any statement contained
  in a document incorporated or deemed to be incorporated by reference herein
  shall be deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that a statement contained herein or in any other
  subsequently filed document which also is or is deemed to be incorporated by
  reference herein modifies or supersedes such statement.  Any such statement so
  modified or superseded shall not be deemed, except as so modified or
  superseded, to constitute a part of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Section 145 of the Delaware General Corporation Law (the "DGCL")
  empowers a Delaware corporation to indemnify any persons who are, or are
  threatened to be made, parties to any threatened, pending or completed legal
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of such corporation), by
  reason of the fact that such person was an officer or director of such
  corporation, or is or was serving at the request of such corporation as an
  officer or director of another corporation or enterprise. The indemnity may
  include expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by such person in connection
  with such action, suit or proceeding, provided that such officer or director
  acted in good faith and in a manner he reasonably believed to be in or not
  opposed to the corporation's best interests, and, for criminal proceedings, had
  no reasonable cause to believe his conduct was illegal. A Delaware corporation
  may indemnify officers and directors against expenses (including attorneys'
  fees) in connection with the defense or settlement of an action by or in the
  right of the corporation under the same conditions, except that no
  indemnification is permitted without judicial approval if the officer or
  director is adjudged to be liable to the corporation. Where an officer or
  director is successful on the merits or otherwise in the defense of any action
  referred to above, the corporation must indemnify him against the expenses
  (including attorneys' fees) which such officer or director actually and
  reasonably incurred in connection therewith.
  
         Article VIII of the Certificate of Incorporation of the Company provides
  for the elimination of personal liability of its directors for monetary damages
  for breach of fiduciary duty as a director, except as otherwise provided by the
  DGCL.
  
         A director of the Company may not be personally liable to the Company or
  its stockholders for monetary damages for breach of fiduciary duty as a
  director, except for liability (i) for any breach of the director's duty of
  loyalty to the Company or its stockholders, (ii) for acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
  for any transaction from which the director derived any improper personal
  benefit.  The provisions of the Certificate of Incorporation eliminating the
  liability of directors for monetary damages do not affect the standard of
  conduct to which directors must adhere, nor do such provisions affect the
  availability of equitable relief.  In addition, such limitations on personal
  liability do not affect the availability of monetary damages under causes of
  action based on federal law.
  
                                         2
  3
         The Certificate of Incorporation provides for indemnification of its
  officers and directors to the fullest extent permitted by the Delaware General
  Corporation Law.  In addition, the Company provides director and officer
  insurance coverage for the benefit of its directors and officers.
  
         In addition to provisions made by the Company, Mr. Steve Blasnik is
  indemnified for actions taken in his capacity as a director of the Company as
  part of his employment arrangement with Perot Investments, Inc., a private
  investment firm.
  
         Section 102(b)(7) of the DGCL provides that a Delaware corporation may
  eliminate or limit the personal liability of a director to a Delaware
  corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a director, provided that such provision shall not eliminate or limit
  the liability of a director (i) for any breach of the director's duty of
  loyalty to the corporation or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Section 174 of the DGCL relating to the unlawful payment of a
  dividend or an unlawful stock purchase or redemption or (iv) for any
  transaction from which the director derived an improper personal benefit.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable
  
  ITEM 8.  EXHIBITS.
  
      5      Opinion of Peter Altabef
      
      23(a)  Consent of Coopers & Lybrand L.L.P.
      
      23(b)  Consent of Peter Altabef (included in his opinion filed as
             Exhibit 5 hereto)
      
      24     Power of Attorney
      
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)  To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration
           Statement:
  
                          (i)  To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;
  
                         (ii)  To reflect in the prospectus any facts or events
                    arising after the effective date of this Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement.  Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high and of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than 20 percent change in
                    the maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement;
  
                        (iii)  To include any material information with respect to
                    the plan of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information set forth in this Registration Statement;
  
         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
         if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
         the information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         15(d) of the Securities Exchange Act of 1934 that are incorporated by
         reference in this Registration Statement.
  
                                         3
  4
                (2)  That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.
  
                (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
  
                (4)  If the Registrant is a foreign private issuer, to file a
         post-effective amendment to the Registration Statement to include any
         financial statements required by Rule 3-19 of this chapter at the start
         of any delayed offering or throughout a continuous offering, Financial
         statements and information otherwise required by Section 10(a)(3) of the
         Act need not be furnished, provided, that the Registrant includes in the
         prospectus, by means of a post-effective amendment, financial statements
         required pursuant to this paragraph (a)(4) and other information
         necessary to ensure that all other information in the prospectus is at
         least as current as the date of those financial statements.
         Notwithstanding the foregoing, with respect to registration statements
         on Form F-3, a post-effective amendment need not be filed to include
         financial statements and information required by Section 10(a)(3) of the
         Act or Rule 3-19 of this chapter if such financial statements and
         information are contained in periodic reports filed with or furnished to
         the Commission by the Registrant pursuant to Section 13 or Section 15(d)
         of the Securities Exchange Act of 1934 that are incorporated by
         reference in the Form F-3.
  
         (b)    The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
         (c)    Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers or controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted against the Registrant by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against policy as expressed
  in the Act and will be governed by the final adjudication of such issue.
  
                                         4
  5
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, Perot Systems
  Corporation certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas on this 30th day of
  June, 1997.
  
                                                PEROT SYSTEMS CORPORATION      
                                                                               
                                                                               
                                                By   /s/  James A. Cannavino 
                                                   -----------------------------  
                                                   Name:  James A. Cannavino    
                                                   Title: President and
                                                          Chief Executive Officer
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on this 30th day of June, 1997.
  SIGNATURE                                         TITLE
                    ---------                                         -----
  Morton M. Meyerson*                    Chairman of the Board
   -----------------------------------------------------                        
                     Morton M. Meyerson
  
                /s/ James A. Cannavino                    President, Chief Executive Officer and Director
   -----------------------------------------------------   (principal executive officer)                  
                    James A. Cannavino                                                 
  
                       Terry Ashwill*                      Vice President and Chief Financial Officer
   -----------------------------------------------------   (principal financial officer)             
                       Terry Ashwill                       Treasurer (principal accounting officer) 
  
                        John Vonesh*                                                                
   -----------------------------------------------------                                           
                        John Vonesh
  
                       James Champy*                       Vice President and Director
   -----------------------------------------------------                              
                        James Champy
  
                       Steve Blasnik*                      Director
   -----------------------------------------------------           
                       Steve Blasnik
  
                       Craig Fields*                       Director
   -----------------------------------------------------           
                        Craig Fields
  
                     Raymond L. Golden*                    Director
   -----------------------------------------------------           
                     Raymond L. Golden
  
                         Carl Hahn*                        Director
   -----------------------------------------------------           
                         Carl Hahn
  
                      Ross Perot, Jr.*                     Director
   -----------------------------------------------------           
                      Ross Perot, Jr.
  
                      John L. Segall*                      Director
   -----------------------------------------------------           
                       John L. Segall
  
   *By              /s/  Peter Altabef  
      --------------------------------------------------
                      Attorney-in-fact
  5
  6
                                   EXHIBIT INDEX
  EXHIBIT NUMBER                     DESCRIPTION OF EXHIBIT
  5            Opinion of Peter Altabef regarding legality of the 
                     securities being registered
                     
        23(a)        Consent of Coopers & Lybrand L.L.P.
                     
        23(b)        Consent of Peter Altabef (included in the opinion filed as 
                     Exhibit 5)
                     
        24           Power of Attorney