(Mark One)

[X]

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

For the quarter ended June 28, 2002

OR

[   ]

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

COMPUTER SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)

 Page 

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Condensed Statements of Income,
   Three Months Ended June 28, 2002 and June 29, 2001

3  

Consolidated Condensed Balance Sheets,
   June 28, 2002 and March 29, 2002

4  

Consolidated Condensed Statements of Cash Flows,
   Three Months Ended June 28, 2002 and June 29, 2001

5  

Notes to Consolidated Condensed Financial Statements

6  

Item 2.

Management's Discussion and Analysis of
   Financial Condition and Results of Operations

12  

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

17  

PART II.

OTHER INFORMATION

Item 5.

Other Information

18  

Item 6.

Exhibits and Reports on Form 8-K

19  

(In millions)

   June 28, 2002   

 March 29, 2002 

(unaudited)

ASSETS

  Cash and cash equivalents

$    123.3      

$    149.1      

  Receivables

2,811.1      

2,753.9      

  Prepaid expenses and other current assets

         445.4      

         401.2      

      Total current assets

      3,379.8      

      3,304.2      

  Property and equipment, net

1,886.1      

1,908.0      

  Outsourcing contract costs, net

1,002.9      

992.2      

  Software, net

388.9      

375.6      

  Excess of cost of businesses acquired over
    related net assets, net

1,717.3      

1,641.0      

  Other assets

         412.3      

         389.5      

      Total assets

$8,787.3      
=========    

$8,610.5      
=========    

LIABILITIES

  Short-term debt and current
    maturities of long-term debt

$    402.7      

$    331.0      

  Accounts payable

550.8      

530.4      

  Accrued payroll and related costs

552.8      

541.5      

  Other accrued expenses

756.9      

876.9      

  Deferred revenue

232.4      

284.2      

  Income taxes payable

         207.8      

         144.0      

      Total current liabilities

      2,703.4      

      2,708.0      

  Long-term debt, net

1,937.8      

1,873.1      

  Other long-term liabilities

345.3      

405.8      

STOCKHOLDERS' EQUITY (note C)

  Common stock issued, par value $1.00 per share

172.0      

171.6      

  Additional paid-in capital

1,061.2      

1,047.6      

  Earnings retained for use in business

2,717.3      

2,638.3      

  Accumulated other comprehensive loss (note E)

(131.1)     

(215.4)     

  Less common stock in treasury

         (18.6)     

         (18.5)     

      Total stockholders' equity

      3,800.8      

      3,623.6      

      Total liabilities and stockholders' equity

$8,787.3      
=========    

$8,610.5      
=========    

(A)

Basic and diluted earnings per share are calculated as follows (in millions except per share amounts):

The computation of diluted EPS did not include stock options which were antidilutive, as their exercise price was greater than the average market price of the common stock of Computer Sciences Corporation ("CSC" or the "Company") during the periods presented. The number of such options was 4,681,614 and 7,510,949 at June 28, 2002 and June 29, 2001, respectively.

(B)

Included in the consolidated condensed balance sheets are the following accumulated depreciation and amortization amounts:

(C)

No dividends were paid during the periods presented. At June 28, 2002 and March 29, 2002, there were 171,991,719 and 171,571,591 shares, respectively, of $1.00 par value common stock issued, and 435,542 and 433,754 shares of treasury stock, respectively.

(D)

Cash payments for interest on indebtedness were $39.5 million and $24.7 million for the three months ended June 28, 2002 and June 29, 2001, respectively. Cash payments for taxes on income were $8.1 million and $5.4 million for the three months ended June 28, 2002 and June 29, 2001, respectively.

(E)

The components of comprehensive income, net of tax, are as follows (in millions):

(G)

As previously disclosed in the Company's fiscal 2001 and 2002 Annual Reports on Form 10-K, the company recorded a special charge of $137.5 million ($91.3 million after tax) or 54 cents per share (diluted) in fiscal 2001. Included in the charge were employee severance costs of $67.9 million, write-offs in connection with consolidation of facilities of $29.6 million, write-off of capitalized software and computer-related assets of $22.1 million and $17.9 million related to phased-out operations and other assets.

The total involuntary termination benefits accrued and expensed of $67.9 million related to 1,896 employees, of which 722 were U.S. employees and 1,174 were international employees; as of June 28, 2002, approximately $66.3 million had been paid and 1,891 of the 1,896 employees had been involuntarily terminated. The Company expects substantially all of the remaining employee severance payments will be made during fiscal 2003. Approximately $7 million of accrued costs related to the consolidation of facilities remained at June 28, 2002 and will be paid through the end of the facility lease terms.

(H)

In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 requires that goodwill no longer be amortized when the new standard is adopted. The new standard also requires an initial goodwill impairment assessment in the year of adoption and annual impairment tests thereafter. The Company adopted SFAS No. 142 on March 30, 2002.

The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test shall be performed to measure the amount of the impairment loss, if any. The Company has a six-month period to complete the first step of the transitional goodwill impairment test. By the end of the second quarter of fiscal 2003, the Company will have completed step one of the transitional goodwill impairment test. If the carrying amount of the net assets of a reporting unit (including goodwill) exceeds its fair value, the second step of the transitional impairment test must be completed no later than the end of the fourth quarter of fiscal 2003. The Company has not determined the impact, if any, the transitional goodwill impairment test will have on the Company's consolidated financial position or results of operations. Transitional impairment losses, if any, will be recorded as the effect of a change in accounting principle.

A summary of net income and earnings per share for the three months ended June 29, 2001 and the three fiscal years ended March 29, 2002 as adjusted to remove the amortization of goodwill and acquired employee workforce is as follows:

Three Months Ended

                             Fiscal Year Ended                             

June 29, 2001

March 29, 2002

March 30, 2001

March 30, 2000

Net income - as reported

$47.7       

$344.1       

$233.2       

$402.9       

Goodwill amortization, net of taxes

17.7       

72.0       

51.5       

36.2       

Employee workforce amortization

         .6       

       2.4       

         .7       

Net income - as adjusted

$66.0       
======     

$418.5       
======     

$285.4       
======     

$439.1       
======     

Basic earnings per share:

As reported

$0.28       

$2.02       

$1.39       

$2.42       

Goodwill amortization, net of taxes

.11       

.42       

.31       

.22       

Employee workforce amortization

       .01       

As adjusted

$0.39       
======     

$2.45       
======     

$1.70       
======     

$2.64       
======     

Diluted earnings per share:

As reported

$0.28       

$2.01       

$1.37       

$2.37       

Goodwill amortization, net of taxes

.11       

.43       

.31       

.21       

Employee workforce amortization

As adjusted

$0.39       
======     

$2.44       
======     

$1.68       
======     

$2.58       
======     

A summary of the changes in the carrying amount of goodwill by segment for the three months ended June 28, 2002 is as follows:

Global
Commercial
      Sector      

U.S.
Federal
   Sector   

Corporate

      Total      

Balance as of March 29, 2002

$1,580.9     

$58.8     

$1.3     

$1,641.0     

Additions

7.5     

7.5     

Reclassification

13.9     

13.9     

Foreign currency translation

         54.9     

         54.9     

Balance as of June 28, 2002

$1,657.2     
========   

$58.8     
======   

$1.3     
======  

$1,717.3     
========   

Additions to goodwill during the three months ended June 28, 2002 related to an earnout payment associated with an acquisition made in Europe during fiscal 2001. On March 30, 2002, the Company reclassified its acquired employee workforce intangible asset to goodwill in accordance with SFAS No. 141, "Business Combinations" and SFAS No. 142. The foreign currency translation amount relates to the impact of foreign currency adjustments in accordance with SFAS No. 52, "Foreign Currency Translation."

A summary of amortized intangible assets as of March 29, 2002 and June 28, 2002 is as follows:

                                   March 29, 2002                                   

Gross
 Carrying Value 

Accumulated
 Amortization 

       Net       

Software

$   712.0     

$336.4     

$   375.6     

Outsourcing contract costs

1,380.3     

388.1     

992.2     

Employee workforce acquired

17.0     

3.1     

13.9     

Other intangible assets

         67.1     

         48.6     

         18.5     

Total intangible assets

$2,176.4     
========   

$776.2     
========   

$1,400.2     
========   

                                   June 28, 2002                                   

Gross
 Carrying Value 

Accumulated
 Amortization 

       Net       

Software

$   767.1     

$378.2     

$   388.9     

Outsourcing contract costs

1,460.6     

457.7     

1,002.9     

Other intangible assets

         67.1     

         49.4     

         17.7     

Total intangible assets

$2,294.8     
========   

$885.3     
========   

$1,409.5     
========   

Amortization expense related to intangible assets was $74.8 million and $50.7 million for the three months ended June 28, 2002 and June 29, 2001, respectively. Estimated amortization expense related to intangible assets at March 29, 2002 for each of the subsequent five fiscal years is as follows: Fiscal 2003 - $244.1 million; Fiscal 2004 - $230.1 million; Fiscal 2005 - $202.5 million; Fiscal 2006 - $173.2 million and Fiscal 2007 - $143.0 million.

(I)

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses existing accounting impairment rules and broadens the presentation of discontinued operations to include more disposal transactions. The Company adopted this statement on March 30, 2002. Adoption of this statement did not have a significant effect on the Company's consolidated financial position or results of operations.

(J)

In connection with the December 2000 acquisition of Mynd Corporation ("Mynd"), as previously disclosed in the Company's fiscal 2001 and 2002 Annual Reports on Form 10-K, the Company incurred costs to exit and consolidate activities, involuntarily terminate employees and other costs to integrate Mynd into the Company. The components of the acquisition integration liabilities were employee severance costs of $77.6 million, facility and data center consolidations costs of $93.4 million and other costs of $29.2 million. The involuntary termination benefits accrued of $77.6 million related to 518 Mynd employees, of which 306 were U.S. employees and 212 were international employees; as of June 28, 2002, approximately $55 million had been paid and all of the 518 employees had been involuntarily terminated. The remaining balance represents scheduled payments to be made through 2006.

(K)

On October 29, 2001, the Company commenced an exchange offer for any or all of its employee stock options with an exercise price of $70 or more. The exchange offer expired on November 28, 2001, and all of the stock options tendered into the offer were accepted for exchange and canceled on November 29, 2001. The canceled options covered 2,352,820 shares of the Company's common stock, which represented approximately 16% of the shares underlying the Company's total stock options outstanding immediately prior to such cancellation.

New options covering 2,285,430 shares of the Company's stock were issued in exchange for the canceled options, on a share-for-share basis, on May 30, 2002, to those individuals who remained regular, full-time employees of the Company on such date. The new options have an exercise price of $46.90, the market price of the underlying shares on the date of grant. The Company did not record any compensation expense in connection with the Exchange Offer. The new options have the same vesting schedule and vesting start date as the options that were canceled.

(L)

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 clarifies guidance related to the classification of gains and losses from extinguishment of debt and resolves inconsistencies related to the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications. The provision of SFAS No. 145 related to the extinguishment of debt will be effective for the Company on March 29, 2003. The provision of SFAS No. 145 related to the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications was effective for all transactions occurring after May 15, 2002. Adoption of this statement is not expected to have a significant effect on the Company's consolidated financial position or results of operations.

(M)

In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal Activities." SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 replaces previous accounting guidance provided by EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring" and will be effective for the Company for exit or disposal activities initiated after December 31, 2002. The Company has not determined the impact that this statement will have on its consolidated financial position or results of operations.

(N)

The financial information reported, which is not necessarily indicative of the results for a full year, is unaudited but includes all adjustments which the Company considers necessary for a fair presentation. All such adjustments are normal recurring adjustments.

         Dollar Amount         

   Percentage of Revenue   

           First Quarter          

           First Quarter           

                 Fiscal                 

                 Fiscal                 

     2003     

     2002      

     2003     

     2002     

Costs of services

$2,232.7    

$2,239.0    

80.8%   

82.5%   

Selling, general and administrative

181.6    

172.3    

6.6      

6.4      

Depreciation and amortization

206.7    

199.3    

7.4      

7.3      

Interest expense, net

        32.6    

        34.1    

     1.2      

     1.3      

    Total

$2,653.6    
========  

$2,644.7    
========  

96.0%   
======  

97.5%   
======  

Van B. Honeycutt
Chairman and Chief Executive Officer

Leon J. Level
Chief Financial Officer

3.1    

Restated Articles of Incorporation filed with the Nevada Secretary of State on November 21, 1988 (incorporated by reference to Exhibit III(i) to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1989)

3.2    

Certificate of Amendment of Restated Articles of Incorporation filed with the Nevada Secretary of State on August 11, 1992 (incorporated by reference to Appendix B to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 10, 1992)

3.3    

Certificate of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on July 31, 1996 (incorporated by reference to Annex D to the Company's Proxy Statement for the Annual Meeting of Stockholders held on July 31, 1996)

3.4    

Certificate of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on August 15, 2000 (incorporated by reference to Exhibit 3.5 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2000)

3.5    

Bylaws, amended and restated effective May 7, 2001 (incorporated by reference to Exhibit 3.6 to the Company's Annual Report on Form 10-K for the fiscal year ended March 30, 2001)

10.1    

1978 Stock Option Plan, amended and restated effective March 31, 1988* (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 1996)

10.2    

1984 Stock Option Plan, amended and restated effective March 31, 1988* (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 1996)

10.3    

1987 Stock Incentive Plan* (incorporated by reference to Exhibit X(xxiv) to the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 1988)

10.4    

Schedule to the 1987 Stock Incentive Plan for United Kingdom personnel* (incorporated by reference to Exhibit X(xxv) to the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 1988)

10.5    

1990 Stock Incentive Plan* (incorporated by reference to Exhibit 4(a) to the Company's Registration Statement on Form S-8 filed on August 15, 1990)

10.6    

1992 Stock Incentive Plan, amended and restated effective August 9, 1993* (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 1996)

10.7    

Schedule to the 1992 Stock Incentive Plan for United Kingdom personnel* (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 1996)

10.8    

1995 Stock Incentive Plan* (incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 1995)

10.9    

1998 Stock Incentive Plan* (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 1998)

10.10  

2001 Stock Incentive Plan* (incorporated by reference to Appendix B to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 13, 2001)

10.11  

Form of Stock Option Agreement* (incorporated by reference to Exhibit 99(C)(13) to Amendment No. 2 to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed on March 2, 1998)

10.12  

Annual Management Incentive Plan, effective April 2, 1983* (incorporated by reference to Exhibit X(i) to the Company's Annual Report on Form 10-K for the fiscal year ended March 30, 1984)

10.13  

Supplemental Executive Retirement Plan, amended and restated effective August 13, 2001* (incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2001)

10.14  

Deferred Compensation Plan, amended and restated effective August 13, 2001* (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2001)

10.15  

Severance Plan for Senior Management and Key Employees, amended and restated effective February 18, 1998* (incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 26, 1997)

10.16  

Severance Agreement with Van B. Honeycutt, effective February 2, 1998* (incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 26, 1997)

10.17  

Employment Agreement with Van B. Honeycutt, effective May 1, 1999* (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended April 2, 1999)

10.18  

Form of Indemnification Agreement for Officers (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995)

10.19  

Form of Indemnification Agreement for Directors (incorporated by reference to Exhibit X(xxvi) to the Company's Annual Report on Form 10-K for the fiscal year ended April 1, 1988)

10.20  

1997 Nonemployee Director Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement for the Annual Meeting of Stockholders held on August 11, 1997)

10.21  

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended April 3, 1998)

10.22  

Rights Agreement dated February 18, 1998 (incorporated by reference to Exhibit (c)(4) to Amendment No. 1 to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed on February 26, 1998)

10.23  

Second Amended and Restated Credit Agreement (Long Term Facility) dated as of August 16, 2001 (incorporated by reference to Exhibit 10.24 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2001)

10.24  

Second Amended and Restated Credit Agreement (Short Term Facility) dated as of August 16, 2001 (incorporated by reference to Exhibit 10.25 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2001)

28       

Revenues by Market Sector

_____________________

*Management contract or compensatory plan or agreement

b.

Reports on Form 8-K:

There were no reports on Form 8-K filed during the first quarter of fiscal 2003.

COMPUTER SCIENCES CORPORATION

Date: August 12, 2002

By:

 /s/ Donald G. DeBuck                                               

Donald G. DeBuck
Vice President and Controller
Chief Accounting Officer