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)
  
                                 12404 PARK CENTRAL
                                 DALLAS, TEXAS 75251
      (Address, Including Zip Code, of Registrant's Principal Executive Office)
  
                          1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plan)
  
                                    PETER ALTABEF
                                   VICE PRESIDENT,
                            GENERAL COUNSEL AND SECRETARY
                              PEROT SYSTEMS CORPORATION
                                 12404 PARK CENTRAL
                                 DALLAS, TEXAS 75251
                                   (972) 340-5000
   (Name, Address and Telephone Number, Including Area Code, of Agent For Service)
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ============================================================================================================================
                TITLE OF                       AMOUNT TO              PROPOSED             PROPOSED            AMOUNT OF
             SECURITIES TO                   BE REGISTERED             MAXIMUM              MAXIMUM         REGISTRATION FEE
             BE REGISTERED                                         OFFERING PRICE          AGGREGATE
                                                                      PER SHARE         OFFERING PRICE
  ----------------------------------------------------------------------------------------------------------------------------
  <S>                                        <C>                   <C>                  <C>                 <C>
  Class A Common Stock, par value              20,000,000             $1.68(1)             $33,200,000          $9,345(1) 
  $.01 per share
  ============================================================================================================================
  </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
        20,000,000 shares of Common Stock subject to options, the registration 
        fee is based on the book value of such securities computed as of 
        September 30, 1998, the latest practicable date prior to the date of 
        filing this registration statement.
  
  --------------------------------------------------------------------------------
  
  <PAGE>   2
  
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The following documents filed with the Securities and Exchange Commission
  by Perot Systems Corporation (the "Company") are hereby incorporated by
  reference in this Registration Statement:
  
        (a)  The Annual Report on Form 10-K for the fiscal year ended December 31,
             1997 (the "Annual Report"),
  
        (b)  The Quarterly Report on Form 10-Q for the fiscal quarter ended
             September 30, 1998,
  
        (c)  The description of the Company's Class A Common Stock, $.01 par value
             per share (the "Common Stock"), set forth in the Company's
             Registration Statement on Form 10 (File No. 0-22495), filed with the
             Commission on April 30, 1997, including any amendment or report filed
             for the purpose of updating such description, and
  
        (d)  All reports filed by the Company pursuant to Sections 13(a) or 15(d)
             of the Securities Exchange Act of 1934, as amended (the "Exchange
             Act"), since the end of the fiscal year covered by the Annual Report.
  
        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act 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.
  
  
                                         2
  <PAGE>   3
  
  
  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.
  
        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.
  
  
                                         3
  <PAGE>   4
  
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not applicable
  
  ITEM 8. EXHIBITS.
  
        4.1  Form of Rights Agreement (incorporated by reference to Exhibit 4.2 to
             Amendment No. 2 to the Company's Registration Statement on Form S-1,
             Registration No. 333-60755)
  
        4.2  Form of Certificate of Designation, Preferences, and Rights of Series
             A Junior Participating Preferred Stock (incorporated by reference to
             Exhibit 4.3 to Amendment No. 2 to the Company's Registration 
             Statement on Form S-1, Registration No. 333-60755)
  
       *5    Opinion of Peter Altabef, General Counsel to the Company, regarding
             legality of the securities being registered
  
       *23.1 Consent of PricewaterhouseCoopers LLP
  
       *23.2 Consent of Peter Altabef (included in his opinion filed as Exhibit 5
             hereto)
  
       *24   Power of Attorney
  
       * Filed herewith
  
  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.
  
                   (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
  
  
                                         4
  <PAGE>   5
  
  
                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.
  
  
  
                                         5
  <PAGE>   6
  
  
                                     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 7th day of
  January, 1999.
  
                         PEROT SYSTEMS CORPORATION
  
  
                         By  /s/ ROSS PEROT
                           --------------------------------------
                           Name:  Ross Perot
                           Title: Chairman, President, and Chief Executive Officer
  
  
  
  
                         By /s/ TERRY ASHWILL
                           --------------------------------------
                           Name:  Terry Ashwill
                           Title: Vice President, Chief Financial Officer and
                                  Principal Accounting Officer
  
  
  
  
                                         6
  <PAGE>   7
  
  
  
  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 7th day of January, 1999.
  
  <TABLE>
  <CAPTION>
                SIGNATURE                                                  TITLE
                ---------                                                  -----
  <S>   /s/ ROSS PEROT                           <C>
    ------------------------------------         Chairman, President and Chief Executive Officer
               Ross Perot
  
        /s/ TERRY ASHWILL                                        
    ------------------------------------         Vice President, Chief Financial Officer and Principal
              Terry Ashwill                      Accounting Officer
                                                 
  
        /s/ JAMES CHAMPY
    ------------------------------------         Vice President and Director
              James Champy
  
        /s/ STEVEN BLASNIK
    ------------------------------------         Director
             Steven Blasnik
  
        /s/ WILLIAM GAYDEN
    ------------------------------------         Director
             William Gayden
  
        /s/ CARL HAHN
    ------------------------------------         Director
                Carl Hahn
  
        /s/ ROSS PEROT, JR.
    ------------------------------------         Director
             Ross Perot, Jr.
  </TABLE>
  
  
  
                                         7
  
  
  <PAGE>   8
  \
                                    EXHIBIT INDEX
  
  
  
  <TABLE>
  <CAPTION>
                                                                                                    SEQUENTIAL
    EXHIBIT NUMBER                            DESCRIPTION OF EXHIBIT                                PAGE NUMBER
  
    <S>               <C>                                                                           <C>   
        4.1           Form of Rights Agreement (incorporated by reference to Exhibit 4.2 to
                      Amendment No. 2 to the Company's Registration Statement on Form S-1,
                      Registration No. 333-60755)
  
        4.2           Form of Certificate of Designation, Preferences, and Rights of Series
                      A Junior Participating Preferred Stock (incorporated by reference to
                      Exhibit 4.3 to Amendment No. 2 to the Company's Registration 
                      Statement on Form S-1, Registration No. 333-60755)
  
       *5             Opinion of Peter Altabef, General Counsel to the Company, regarding 
                      legality of the securities being registered
  
       *23.1          Consent of PricewaterhouseCoopers LLP
  
       *23.2          Consent of Peter Altabef (included in the opinion filed as Exhibit 5)
                    
       *24            Power of Attorney
  </TABLE>
  
  ------------
       * filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21295}]
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": "333-70267", "film-number": "99502517"}, "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)
  
                                 12404 PARK CENTRAL
                                 DALLAS, TEXAS 75251
      (Address, Including Zip Code, of Registrant's Principal Executive Office)
  
                          1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plan)
  
                                    PETER ALTABEF
                                   VICE PRESIDENT,
                            GENERAL COUNSEL AND SECRETARY
                              PEROT SYSTEMS CORPORATION
                                 12404 PARK CENTRAL
                                 DALLAS, TEXAS 75251
                                   (972) 340-5000
   (Name, Address and Telephone Number, Including Area Code, of Agent For Service)
  
                          CALCULATION OF REGISTRATION FEE
  ============================================================================================================================
                TITLE OF                       AMOUNT TO              PROPOSED             PROPOSED            AMOUNT OF
             SECURITIES TO                   BE REGISTERED             MAXIMUM              MAXIMUM         REGISTRATION FEE
             BE REGISTERED                                         OFFERING PRICE          AGGREGATE
                                                                      PER SHARE         OFFERING PRICE
  ----------------------------------------------------------------------------------------------------------------------------
  Class A Common Stock, par value              20,000,000             $1.68(1)             $33,200,000          $9,345(1) 
  $.01 per share
  ============================================================================================================================
  (1) Estimated solely for calculating the registration fee and calculated
        pursuant to Rule 457(h) under the Securities Act of 1933, with respect to
        20,000,000 shares of Common Stock subject to options, the registration 
        fee is based on the book value of such securities computed as of 
        September 30, 1998, the latest practicable date prior to the date of 
        filing this registration statement.
  
  --------------------------------------------------------------------------------
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The following documents filed with the Securities and Exchange Commission
  by Perot Systems Corporation (the "Company") are hereby incorporated by
  reference in this Registration Statement:
  
        (a)  The Annual Report on Form 10-K for the fiscal year ended December 31,
             1997 (the "Annual Report"),
  
        (b)  The Quarterly Report on Form 10-Q for the fiscal quarter ended
             September 30, 1998,
  
        (c)  The description of the Company's Class A Common Stock, $.01 par value
             per share (the "Common Stock"), set forth in the Company's
             Registration Statement on Form 10 (File No. 0-22495), filed with the
             Commission on April 30, 1997, including any amendment or report filed
             for the purpose of updating such description, and
  
        (d)  All reports filed by the Company pursuant to Sections 13(a) or 15(d)
             of the Securities Exchange Act of 1934, as amended (the "Exchange
             Act"), since the end of the fiscal year covered by the Annual Report.
  
        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act 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.
  
                                         2
  3
  
  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.
  
        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.
  
                                         3
  4
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
        Not applicable
  
  ITEM 8. EXHIBITS.
  
        4.1  Form of Rights Agreement (incorporated by reference to Exhibit 4.2 to
             Amendment No. 2 to the Company's Registration Statement on Form S-1,
             Registration No. 333-60755)
  
        4.2  Form of Certificate of Designation, Preferences, and Rights of Series
             A Junior Participating Preferred Stock (incorporated by reference to
             Exhibit 4.3 to Amendment No. 2 to the Company's Registration 
             Statement on Form S-1, Registration No. 333-60755)
  
       *5    Opinion of Peter Altabef, General Counsel to the Company, regarding
             legality of the securities being registered
  
       *23.1 Consent of PricewaterhouseCoopers LLP
  
       *23.2 Consent of Peter Altabef (included in his opinion filed as Exhibit 5
             hereto)
  
       *24   Power of Attorney
  
       * Filed herewith
  
  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.
  
                   (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
  
                                         4
  5
  
                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.
  
                                         5
  6
  
                                     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 7th day of
  January, 1999.
  
                         PEROT SYSTEMS CORPORATION
  
                         By  /s/ ROSS PEROT
                           --------------------------------------
                           Name:  Ross Perot
                           Title: Chairman, President, and Chief Executive Officer
  
                         By /s/ TERRY ASHWILL
                           --------------------------------------
                           Name:  Terry Ashwill
                           Title: Vice President, Chief Financial Officer and
                                  Principal Accounting Officer
  
                                         6
  7
  
  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 7th day of January, 1999.
  SIGNATURE                                                  TITLE
                ---------                                                  -----
  /s/ ROSS PEROT
  ------------------------------------         Chairman, President and Chief Executive Officer
               Ross Perot
  
        /s/ TERRY ASHWILL                                        
    ------------------------------------         Vice President, Chief Financial Officer and Principal
              Terry Ashwill                      Accounting Officer
                                                 
  
        /s/ JAMES CHAMPY
    ------------------------------------         Vice President and Director
              James Champy
  
        /s/ STEVEN BLASNIK
    ------------------------------------         Director
             Steven Blasnik
  
        /s/ WILLIAM GAYDEN
    ------------------------------------         Director
             William Gayden
  
        /s/ CARL HAHN
    ------------------------------------         Director
                Carl Hahn
  
        /s/ ROSS PEROT, JR.
    ------------------------------------         Director
             Ross Perot, Jr.
  7
  8
  \
                                    EXHIBIT INDEX
  SEQUENTIAL
    EXHIBIT NUMBER                            DESCRIPTION OF EXHIBIT                                PAGE NUMBER
  4.1           Form of Rights Agreement (incorporated by reference to Exhibit 4.2 to
                      Amendment No. 2 to the Company's Registration Statement on Form S-1,
                      Registration No. 333-60755)
  
        4.2           Form of Certificate of Designation, Preferences, and Rights of Series
                      A Junior Participating Preferred Stock (incorporated by reference to
                      Exhibit 4.3 to Amendment No. 2 to the Company's Registration 
                      Statement on Form S-1, Registration No. 333-60755)
  
       *5             Opinion of Peter Altabef, General Counsel to the Company, regarding 
                      legality of the securities being registered
  
       *23.1          Consent of PricewaterhouseCoopers LLP
  
       *23.2          Consent of Peter Altabef (included in the opinion filed as Exhibit 5)
                    
       *24            Power of Attorney
  ------------
       * filed herewith