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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE 
                         SECURITIES EXCHANGE ACT OF 1934


                       Date of Report: SEPTEMBER 20, 1997
                                       ------------------
                        (Date of earliest event reported)


                             COMPUTER DATA SYSTEMS, INC.                  
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                          Commission file number 1-6002   
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         MARYLAND                                             52-0882982
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(State or other jurisdiction                             (IRS Employer ID No.)
of incorporation or organization)
                               
ONE CURIE COURT                       
ROCKVILLE, MARYLAND                                           20850-4389  
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(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code (301) 921-7000











      Items 1-4.  N/A

      Item 5.     Other Events

            On September 20, 1997, Computer Data Systems, Inc. ("CDSI") signed 
      a definitive agreement pursuant to which a wholly-owned subsidiary of
      Affiliated Computer Services, Inc. ("ACS") will be merged with and into
      CDSI.  Under the terms of the Agreement and Plan of Merger (the
      "Agreement"), stockholders of CDSI will receive 1.759 shares of ACS Class
      A Common Stock for each share of CDSI Common Stock.  The closing price of
      ACS Class A Common Stock on September 19, 1997, the last trading day 
      prior to the public announcement of the transaction, was $29.375 per 
      share.  In addition, approximately $48 million of CDSI debt will be 
      repaid for a total transaction value of approximately $373 million.

            The transaction is structured to be tax free to CDSI stockholders
      and accounted for as a pooling of interests.  The merger is subject to
      regulatory approvals and certain other conditions, including without
      limitation, approval of the merger by a two-thirds vote of CDSI's
      stockholders, approval of the issuance of additional shares of ACS Class 
      A Common Stock by ACS' stockholders and confirmation from the independent
      accountants for ACS and CDSI that the transaction will be accounted for 
      as a pooling of interests.  With respect to the stockholder votes, all 
      the directors and certain executive officers of both companies have 
      agreed to vote their stock in favor of the transaction.  In the case of 
      ACS, such directors and officers have sufficient voting power to satisfy 
      the stockholder vote condition in the Agreement.  The directors and 
      officers of CDSI hold stock representing approximately ten percent of the
      outstanding shares.

            Special meetings of the stockholders of CDSI and ACS are to be
      scheduled within the next 90 days and the closing of the merger is
      expected during the fourth quarter of calendar 1997.

            In connection with the transaction, Clifford M. Kendall, the
      Chairman of CDSI's Board of Directors, and Peter A. Bracken, CDSI's Chief
      Executive Officer, will each join the ACS Board of Directors following 
      the merger.

      Items 6-8.  N/A




                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in Rockville, Maryland on September 25,
1997.


                                    Computer Data Systems, Inc.

                                    By /s/Wyatt D. Tinsley
                                       ------------------------             
                                       Wyatt D. Tinsley
                                       Executive Vice President
                                       (Principal Financial and
                                       Accounting Officer)