(Mark One)

[X]

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

For the quarter ended September 27, 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)

(In millions)

  Sept. 27, 2002  

 March 29, 2002 

(unaudited)

ASSETS

  Cash and cash equivalents

$  132.2      

$  149.1     

  Receivables

2,710.0      

2,753.9     

  Prepaid expenses and other current assets

      539.7      

      401.2     

      Total current assets

   3,381.9      

   3,304.2     

  Property and equipment, net

1,887.1      

1,908.0      

  Outsourcing contract costs, net (note B)

992.1      

992.2      

  Software, net (note C)

386.0      

375.6      

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

1,722.0      

1,641.0      

  Other assets

    408.0     

     389.5     

      Total assets

$8,777.1     
======     

$8,610.5     
======     

LIABILITIES

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

$  266.0      

$  331.0      

  Accounts payable

519.8      

530.4      

  Accrued payroll and related costs

554.2      

541.5      

  Other accrued expenses

711.9      

876.9      

  Deferred revenue

208.3      

284.2      

  Income taxes payable

    263.5      

    144.0      

      Total current liabilities

  2,523.7      

  2,708.0      

  Long-term debt, net

2,026.6      

1,873.1      

  Other long-term liabilities

321.3      

405.8      

STOCKHOLDERS' EQUITY (note G)

  Common stock issued, par value $1.00 per share

172.1      

171.6      

  Additional paid-in capital

1,065.1      

1,047.6      

  Earnings retained for use in business

2,810.2      

2,638.3      

  Accumulated other comprehensive loss (note I)

(122.8)     

(215.4)     

  Less common stock in treasury

    (19.1)     

    (18.5)     

      Total stockholders' equity

  3,905.5     

  3,623.6     

      Total liabilities and stockholders' equity

$8,771.1     
======     

$8,610.5     
======     

Depreciation and amortization of $209.8 and $216.7 million for the second quarter ended September 27, 2002 and September 28, 2001, respectively includes amortization of capitalized software development costs and purchased software as follows (in millions):

Depreciation and amortization of $416.5 and $416.0 million for the second quarter ended September 27, 2002 and September 28, 2001, respectively includes amortization of capitalized software development costs as follows (in millions):

(D)

Depreciation and Amortization

For financial reporting purposes, computer equipment is depreciated using either the straight-line or sum-of-the-years'-digits method, depending on the nature of the equipment's use. The cost of other property and equipment, less applicable residual values, is depreciated using the straight-line method. Depreciation commences when the specific asset is complete, installed and ready for normal use. Investments and other assets are amortized on a straight-line basis over the years indicated above, except for software as described in note (C).

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

(F)

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

Global
Commercial
    Sector     

U.S.
Federal
  Sector   

Corporate

  Total    

Second Quarter Ended
  September 27, 2002

    Revenues

$1,966.4     

$765.9  

$   .1     

$2,732.4  

    Earnings (loss) before
      interest and taxes

106.8     

57.1  

(.7)    

163.2  

Second Quarter Ended
  September 28, 2001

    Revenues

$2,117.3     

$647.9  

$   .1     

$2,765.3  

    Earnings (loss) before interest
      and taxes

107.2     

39.4  

(8.6)    

138.0  

Global
Commercial
  Sector     

U.S.
Federal
  Sector  

Corporate

  Total   

Six Months Ended
  September 27, 2002

    Revenues

$3,940.1    

$1,557.0 

$     .1    

$5,497.2  

    Earnings (loss) before
      interest and taxes

205.4    

109.4 

(7.8)   

307.0   

Six Months Ended
  September 28, 2001

    Revenues

4,164.7    

1,314.2    

5,478.9   

    Earnings (loss) before interest
      and taxes

174.5    

81.5    

(15.0)   

241.0   

  (K)

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. Due to declining global demand for commercial consulting and systems integration, healthcare software license sales, and out-of-scope outsourcing assignments, management performed a broad review of operations and developed and authorized a global restructuring plan. The plan required reductions in head count, facility consolidation, and realignment of consulting and integration practices.

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.

As of September 27, 2002, substantially all involuntary termination benefits have been paid and substantially all 1,896 employees, of which 722 were U.S. employees, have been terminated. Approximately $6 million of accrued costs related to the consolidation of facilities remained at September 27, 2002 and will be paid through the end of the facility lease terms.

(L)

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 each of the Company's reporting units 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. During the second quarter ended September 27, 2002, the Company completed the initial goodwill assessment and the annual goodwill impairment test. Based on the results of these tests, no impairment losses were identified and performance of step two was not required.

A summary of net income and earnings per share for the quarter and the six months ended September 28, 2001 and the three previous fiscal years as adjusted to remove the amortization of goodwill and acquired employee workforce is as follows (in millions):

Three
Months
Ended

Six 
Months
Ended

              Fiscal Year Ended             

Sept. 28,
  2001  

Sept. 28,
  2001  

March 29,    2002   

March 30,    2001   

March 31,    2000   

Net income as reported

$68.2       

  $115.9   

$344.1   

$233.2   

$402.9   

Goodwill amortization, net of taxes

18.5        

36.2    

72.0   

51.5   

36.2   

Employee workforce amortization

      .6       

     1.2   

     2.4   

       .7   

Net income as adjusted

$87.3       
====       

$153.3   
=====   

$418.5   
=====   

$285.4   
=====   

$439.1   
=====   

Basic earnings per share:

As reported

$0.40       

$0.68   

$2.02   

$1.39   

$2.42   

Goodwill amortization, net of taxes

.11       

.22   

.42   

.31   

.22   

Employee workforce amortization

   .01   

As adjusted

$0.51       
====       

$0.90   
====   

$2.45   
====   

$1.70   
===   

$2.64   
====   

Diluted earnings per share:

As reported

$0.40      

$0.68  

$2.01   

$1.37   

$2.37   

Goodwill amortization, net of taxes

.11       

.22   

.42   

.31   

.21   

Employee workforce amortization

    .01   

As adjusted

$0.51       
====       

$0.90   
====   

$2.44   
====   

$1.68   
====   

$2.58   
====   

A summary of the changes in the carrying amount of goodwill by segment for the six months ended September 27, 2002 is as follows (in millions):

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

8.9     

8.9     

Reclassification

13.9     

13.9     

Foreign currency translation

      58.2     

       58.2     

Balance as of September 27, 2002

$1,661.9     
======     

$58.8     
====     

$1.3     
===     

$1,722.0     
======     

Additions to goodwill during the six months ended September 27, 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 September 27, 2002 and March 29, 2002 is as follows (in millions):

                           September 27, 2002                     

Gross
 Carrying Value 

Accumulated
 Amortization 

    Net      

Software

$   771.0     

$385.0     

$  386.0     

Outsourcing contract costs

1,493.2     

501.1     

992.1     

Other intangible assets

       67.1     

    50.1     

     17.0     

Total intangible assets

$2,331.3     
======     

$936.2     
=====     

$1,395.1     
======     

                           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    
======    

Amortization expense related to intangible assets was $79.0 million and $67.8 million for the three months and $153.8 million and $118.5 million for the six months ended September 27, 2002 and September 28, 2001, respectively. Estimated amortization expense related to intangible assets at March 29, 2002 for each of the subsequent five years, fiscal 2003 through fiscal 2007, is as follows (in millions): $244.1, $230.1, $202.5, $173.2, and $143.0, respectively.

(M)

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.

(N)

As previously disclosed in the Company's fiscal 2001 and 2002 Annual Reports on Form 10-K, in connection with the December 2000 acquisition of Mynd Corporation ("Mynd"), the Company incurred costs to exit and consolidate activities, involuntarily terminate employees and take other actions to integrate Mynd into the Company. These actions were required in order to execute management's plan to eliminate or reposition product redundancies and to streamline infrastructure.

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 September 27, 2002, approximately $56.3 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.

(O)

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.

(P)

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.

(Q)

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.

(R)

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.

a.

The Company held its Annual Meeting of Stockholders on August 12, 2002.

b.

Proxies for the Annual Meeting were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934; there were no solicitations in opposition to management's nominees for director as listed in the Proxy Statement; and all such nominees were elected.

The directors elected were Irving W. Bailey, II, Stephen L. Baum, Rodney F. Chase, Van B. Honeycutt, William R. Hoover, Leon J. Level, Thomas A. McDonnell, F. Warren McFarlan, James R. Mellor and William P. Rutledge.

With respect to each nominee, the results of the vote were as follows:

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 November 4, 2002

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)

10.23

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)

10.25

First Amendment to Second Amended and Restated Credit Agreement (Short Term Facility) dated as of August 16, 2002

28     

Revenues by Market Sector

_____________________

*Management contract or compensatory plan or agreement

b.

Reports on Form 8-K:

There was one report on Form 8-K filed during the second quarter of fiscal 2003. On August 12, 2002, the Registrant filed a Current Report on Form 8-K reporting that its Chief Executive Officer and Chief Financial Officer had, on that day, submitted to the Securities and Exchange Commission the certifications and sworn statements required pursuant to the Sarbanes-Oxley Act of 2002 and the Commission's June 27, 2002 Order, File No. 4-460.

COMPUTER SCIENCES CORPORATION

Date: November 8, 2002

By:

 /s/ Donald G. DeBuck                              

Donald G. DeBuck
Vice President and Controller
Chief Accounting Officer

I, Van B. Honeycutt, Chairman and Chief Executive Officer of the Company, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Computer Sciences Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 8, 2002

By:

 /s/ Van B. Honeycutt               
Van B. Honeycutt
Chairman and Chief Executive Officer

I, Leon J. Level, Vice President and Chief Financial Officer of the Company, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Computer Sciences Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 8, 2002

By:

 /s/ Leon J. Level                  
Leon J. Level
Vice President and Chief Financial Officer