(Mark One)

[X]

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

For the quarter ended January 2, 2004

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)

PART I.

FINANCIAL INFORMATION

 Page 

Item 1.

Financial Statements

Consolidated Condensed Statements of Income, Third Quarter and
   Nine Months Ended January 2, 2004 and December 27, 2002

1

Consolidated Condensed Balance Sheets,
   January 2, 2004 and March 28, 2003 

2

Consolidated Condensed Statements of Cash Flows,
   Nine Months Ended January 2, 2004 and December 27, 2002

3

Notes to Consolidated Condensed Financial Statements

4

Item 2.

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

13

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

22

Item 4.

Controls and Procedures

22

PART II.

OTHER INFORMATION

Item 6.

Exhibits and Reports on Form 8-K

24

(In millions)

Jan. 2, 2004
(unaudited)

March 28, 2003

ASSETS

  Cash and cash equivalents

$    148.4     

$    299.6     

  Receivables

3,622.5     

3,320.2     

  Prepaid expenses and other current assets

      608.3     

      468.3     

      Total current assets

    4,379.2     

  4,088.1     

  Property and equipment, net

2,144.4     

1,987.6     

  Outsourcing contract costs, net

968.6     

923.5     

  Software, net

378.9     

355.6     

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

2,654.9     

2,507.3     

  Other assets

      580.7     

      571.1     

      Total assets

$11,106.7     
=======     

$10,433.2     
=======     

LIABILITIES

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

$       58.8     

$    274.8     

  Accounts payable

573.7     

643.2     

  Accrued payroll and related costs

545.0     

638.8     

  Other accrued expenses

1,015.2     

990.0     

  Deferred revenue

242.3     

222.6     

  Income taxes payable

    342.6     

    217.8     

      Total current liabilities

 2,777.6     

 2,987.2     

  Long-term debt, net

2,391.3     

2,204.9     

  Other long-term liabilities

680.4     

634.7     

STOCKHOLDERS' EQUITY

  Common stock issued, par value $1.00 per share

187.9     

187.2     

  Additional paid-in capital

1,526.8     

1,502.2     

  Earnings retained for use in business

3,407.3     

3,078.5     

  Accumulated other comprehensive income (loss)

154.6     

(142.5)    

  Less common stock in treasury

       (19.2)    

       (19.0)    

      Total stockholders' equity

   5,257.4     

   4,606.4     

      Total liabilities and stockholders' equity

$11,106.7     
=======     

$10,433.2     
=======     

(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 8,933,581 and 8,539,225 at January 2, 2004 and December 27, 2002, respectively.

(B)

At January 2, 2004, the Company had eight stock incentive plans which authorized the issuance of stock options, restricted stock and other stock-based incentives to employees, which are described more fully in Note 10 of the Company's 2003 Annual Report filed on Form 10-K. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. In accordance with Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based Compensation Transition and Disclosure," the following pro forma net income and earnings per share information is presented as if the Company accounted for stock-based compensation awarded under the stock incentive plans using the fair value based method. Under the fair value based method, the estimated fair value of stock incentive awards is charged against income on a straight-line basis over the vesting period.

(D)

No dividends were paid during the periods presented. At January 2, 2004 and March 28, 2003, there were 187,935,201 and 187,206,632 shares, respectively, of $1.00 par value common stock issued, and 452,257 and 449,249 shares of treasury stock, respectively.

(E)

Cash payments for interest on indebtedness were $122.5 million and $111.8 million for the nine months ended January 2, 2004 and December 27, 2002, respectively. Net cash payments for taxes on income were $32.0 million and $53.8 million for the nine months ended January 2, 2004 and December 27, 2002, respectively.

(F)

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

(G)

CSC provides management and information technology consulting, systems integration and outsourcing. Based on the criteria of SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information," CSC aggregates operating segments into two reportable segments, the U.S. Federal sector and the Global Commercial sector. The U.S. Federal sector operates principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. Federal agencies. The U.S. Federal sector revenues reported below will vary from U.S. Federal government revenue presented elsewhere in this report due to overlapping activities between segments. Information on reportable segments is as follows (in millions):

Global      
Commercial  
    Sector      

U.S.     
Federal  
  Sector   

Corporate

   Total    

Third Quarter Ended
  January 2, 2004

    Revenues

$2,136.7

$1,484.5

$3,621.2

    Earnings (loss) before special
      items, interest and taxes

136.7

105.8

$(8.3)

234.2

Third Quarter Ended
  December 27, 2002

    Revenues

2,001.5

794.0

(1.9)

2,793.6

    Earnings (loss) before special
      items, interest and taxes

134.6

59.9

(12.3)

182.2

Global      
Commercial  
     Sector     

U.S.     
Federal  
  Sector   

Corporate

   Total    

Nine Months Ended
  January 2, 2004

    Revenues

$6,231.3

$4,535.9

$10,767.2

    Earnings (loss) before special
      items, interest and taxes

338.0

303.1

$(23.8)

617.3

Nine Months Ended
  December 27, 2002

    Revenues

5,919.1

2,350.2

(1.9)

8,267.4

    Earnings (loss) before special
      items, interest and taxes

340.0

169.3

(20.2)

489.1

(H)

A summary of the changes in the carrying amount of goodwill by segment for the nine months ended January 2, 2004 is as follows (in millions):

Global
Commercial
    Sector     

U.S.
Federal
   Sector   

    Total      

Balance as of March 28, 2003

$1,725.1   

$782.2   

$2,507.3   

Additions

.3   

18.5   

18.8   

Foreign currency translation

    128.8   

    128.8   

Balance as of January 2, 2004

$1,854.2   
======   

$800.7   
=====   

$2,654.9   
======   

                                 January 2, 2004                               

Gross
 Carrying Value 

Accumulated
 Amortization 

     Net      

Software

$   923.8    

$   544.9  

$   378.9  

Outsourcing contract costs

1,679.9    

711.3  

968.6  

Customer and other intangible assets

     226.5    

      70.5  

    156.0  

Total intangible assets

$2,830.2    
=======    

$1,326.7  
=======  

$1,503.5  
=======  

                                   March 28, 2003                                 

Gross
 Carrying Value 

Accumulated
 Amortization 

     Net      

Software

$   782.7    

$   427.1  

$   355.6  

Outsourcing contract costs

1,503.0    

579.5  

923.5  

Customer and other intangible assets

    252.1    

    53.9  

    198.2  

Total intangible assets

$2,537.8   
======   

$1,060.5  
======  

$1,477.3  
======  

Amortization expense related to intangible assets was $83.2 million and $69.1 million for the three months and $252.8 million and $222.9 million for the nine months ended January 2, 2004 and December 27, 2002, respectively. Estimated amortization expense related to intangible assets as of March 28, 2003 for each of the subsequent five fiscal years, fiscal 2004 through fiscal 2008, is as follows (in millions): $305.6, $261.8, $225.9, $191.5, and $131.1.

(I)

As disclosed in the Company's fiscal 2003 Annual Report on Form 10-K, the Company reviewed its operations, product strategies and the carrying value of its assets to identify any potential exit or disposal activities in connection with the DynCorp acquisition during March 2003. As a result, during the third quarter and nine months ended January 2, 2004, special items of $7.3 million and $22.7 million ($5.0 million and $14.6 million after tax) or 3 cents and 8 cents per share (diluted) were recorded, respectively. The charges include equipment and related disposal costs, that cannot accommodate the larger, integrated U.S. Federal sector business, and its use has been discontinued. In addition, after further review the Company determined that certain CSC facilities were no longer needed as a result of the acquisition and costs to exit those facilities are also included in the special items. Since its acquisition of DynCorp, the Company has recorded $27.9 million of special charges related to exit and disposal activities arising from the acquisition. As of January 2, 2004 the Company has completed its review of exit and disposal activities related to the acquisition with DynCorp and does not expect any future special items related to the acquisition.

(J)

As previously disclosed in the Company's fiscal 2003 Annual Report on Form 10-K, the Company acquired all of the outstanding equity securities of DynCorp during March 2003 for a purchase price of $622.0 million and the assumption of $296.4 million of outstanding DynCorp debt. The acquisition was accounted for under the purchase method and accordingly, the purchase price of the acquisition was allocated to the net assets acquired based on estimates of the fair values at the date of the acquisition. Initial goodwill was $721.7 million and other identified intangible assets including customer contracts and related customer relationships acquired from DynCorp were valued at $185.0 million. During the second quarter ended October 3, 2003, the Company finalized the fair value of the other identified intangibles principally due to the completion of third party appraisals and adjusted the purchase price allocation. These non-cash adjustments resulted in the intangible assets decreasing by $25.7 mi llion, with offsetting increases to goodwill and deferred tax assets by $15.7 million and $10.0 million, respectively. The $159.3 million of intangible assets for customer contracts and related customer relationships has a weighted-average useful life of approximately 10 years and is amortized based on the estimated timing of related cash flows.

In connection with the acquisition of DynCorp, the Company incurred costs to exit and consolidate activities, involuntarily terminate employees, and other costs to integrate DynCorp into the Company. As of January 2, 2004, 55 employees have been involuntarily terminated out of a total of 75 expected to be terminated. The components of the acquisition integration liabilities included in the purchase price allocation for DynCorp are presented in the following table. The liabilities have been adjusted from those included in the preliminary purchase price allocation based upon the receipt of information and more analysis conducted by the Company. Adjustments reduced the liability balances for facility consolidation and other by $4.4 million and $.3 million, respectively, and increased the severance payments liability by $.1 million, thereby decreasing goodwill by $4.6 million.

(M)

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement was effective for contracts entered into or modified after June 30, 2003. Adoption of this statement did not have a significant effect on the Company's consolidated financial position or results of operations.

(N)

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement was effective for financial instruments entered into or modified after May 31, 2003. Adoption of this statement did not have a significant effect on the Company's consolidated financial position or results of operations.

(O)

In May 2003, the EITF reached a consensus on Issue No. 01-08, "Determining Whether an Arrangement Contains a Lease." EITF Issue No. 01-08 provides guidance on how to determine whether an arrangement contains a lease that is within the scope of FASB Statement No. 13, "Accounting for Leases" and is effective for arrangements entered into or modified after June 30, 2003. The guidance in Issue No. 01-08 is based on whether the arrangement conveys to the purchaser (lessee) the right to use a specific asset, and could require lease accounting for certain outsourcing contracts, for which it is not economically feasible or practical to deliver service using alternative assets. CSC anticipates that in situations where lease accounting is required, the leases would be classified as operating leases, and therefore would not have a significant effect on the Company's consolidated financial statements. However, this conclusion will be dependent upon the facts and circumstances of ea ch individual contract, including certain contracts that for security or proprietary reasons inhibit movement of equipment, in which case capital lease classification may be required. Adoption of this statement did not have a significant effect on the Company's consolidated financial position at January 2, 2004, or results of operations for the quarter and nine months ended January 2, 2004.

(P)

In December 2003, the FASB issued SFAS No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other Postretirement Benefits, an amendment of FASB Statements No. 87, 88, and 106." This statement revises employers' disclosures about pension plans and other postretirement benefit plans. It does not change the measurement or recognition of those plans required by SFAS No. 87, "Employers Accounting for Pensions," SFAS No. 88, "Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," and SFAS No. 106, "Employers Accounting for Postretirement Benefits Other Than Pensions." The new rules require additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. The required information must be provided separately for pension plans and for other postretirement benefit plans. The majority of the new disclosures will be effectiv e for the 2004 Form 10-K, with a delayed effective date for certain disclosures and for foreign plans. The Company is currently evaluating the effect of this pronouncement on its financial statement disclosures.

(Q)

In January 2004, the FASB issued FASB Staff Position (FSP) 106-1, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." This statement allows a sponsor of a postretirement health care plan (the Plan) that provides a prescription drug benefit to make a one-time election to defer accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act). The Company has elected to defer accounting for the effects of the Act. As such, any measures of the accumulated postretirement benefit obligation or net periodic postretirement benefit cost in the financial statements do not reflect the effects of the Act on the Plan. The Company notes that specific authoritative guidance on the accounting for the Act is pending and that guidance, when issued, could require the sponsor to change previously reported information.

(R)

The Company has prepared the unaudited consolidated condensed financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles for the United States have been condensed or omitted pursuant to such rules and regulations. It is recommended that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended March 28, 2003. In the opinion of the Company, the unaudited consolidated condensed financial statements included herein reflect all adjustments necessary to present fairly the financial position, the results of operations and the cash flows for such interim periods. The results of operations for such interim periods are not necessarily indicative of th e results for the full year.