SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PEROT SYSTEMS CORPORATION

714265105

CALCULATION OF FILING FEE
	TRANSACTION VALUATION*			AMOUNT OF FILING FEE
	$8,552,895				$1,006.68

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

		Amount Previously Paid:		$1,006.68
		Form or Registration No.:		Schedule TO (File No. 005-53493)
		Filing Party:		Perot Systems Corporation
		Date Filed:		November 15, 2005

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o		third party tender offer subject to Rule 14d-1.
þ		issuer tender offer subject to Rule 13e-4.
o		going-private transaction subject Rule 13e-3.
o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

AMENDMENT NO. 1 TO SCHEDULE TO

     This Amendment No. 1 (this “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission on November 15, 2005 by Perot Systems Corporation, a Delaware corporation (“PSC” or the “Company”). This Schedule TO relates to an offer (the “Offer”) by the Company made to eligible employees to exchange certain eligible stock options to purchase shares of Class A common stock of PSC, par value $0.01 per share (“Common Stock”), outstanding under the Company’s Amended and Restated 1991 Stock Option Plan (the “1991 Plan”), all of which are currently unvested and are not scheduled to vest until March 31, 2010, for fully vested replacement stock options to purchase a designated number of shares of our Common Stock to be granted under the Company’s 2001 Long-Term Incentive Plan (the “2001 Plan”) upon the terms and subject to the conditions set forth in the Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated November 15, 2005 (the “Offer to Exchange”), as amended and supplemented by the Supplement dated December 5, 2005 to the Offer to Exchange (the “Supplement”), a copy of which is attached hereto as Exhibit (a)(1)(I).

     On December 5, 2005, the Company mailed the Supplement and the Revised Form of Nonstatutory Stock Option Agreement for Replacement Options, a copy of which is attached hereto as Exhibit (d)(5), to the holders of eligible options to supplement and amend the Offer.

ITEM 1 Summary Term Sheet.

     The information set forth in Item 1 is hereby amended and supplemented by the information set forth in the Supplement under Section 2 (“Amendment to the Summary of Terms”), which is incorporated herein by reference.

ITEM 2 Subject Company Information.

     (b) Securities. The information set forth in Item 2(b) is hereby amended and supplemented by the information set forth in the Supplement under Section 2 (“Amendment to the Summary of Terms”), Section 5 (“Amendment to Effect of a Merger or Acquisition Before We Grant Replacement Options”) and Section 6 (“Amendment to General Terms of Replacement Options and Differences Among Eligible Options, Replacement Options and Amended Options”), which are incorporated herein by reference.

ITEM 4 Terms of the Transaction.

     (a) Material Terms. The information set forth in Item 4(a) is hereby amended and supplemented by the information set forth in the Supplement under Section 2 (“Amendment to the Summary of Terms”), Section 3 (“Amendment to Purchase of Offer”), Section 4 (“Amendment to Conditions of the Offer”), Section 5 (“Amendment to Effect of a Merger or Acquisition Before We Grant Replacement Options”), Section 6 (“Amendment to General Terms of Replacement Options and Differences Among Eligible Options, Replacement Options and Amended Options”) Section 7 (“Amendment to Material U.S. Federal Income Tax Consequences”) and Section 11 (“Extension of the Offer; Procedures”), which are incorporated herein by reference.

ITEM 6 Purposes of the Transactions and Plans or Proposals.

     (a) Purposes. The information set forth in Item 6(a) is hereby amended and supplemented by the information set forth in the Supplement under Section 4 (“Amendment to Conditions of the Offer”), which is incorporated herein by reference.

     (c) Plans. The information set forth in Item 6(c) is hereby amended and supplemented by the information set forth in the Supplement under Section 4 (“Amendment to Conditions of the Offer”), which is incorporated herein by reference.

ITEM 7 Source and Amount of Funds or Other Consideration.

     (b) Conditions. The information set forth in Item 7(b) is hereby amended and supplemented by the information set forth in the Supplement under Section 4 (“Amendment to Conditions of the Offer”), which is incorporated herein by reference.

ITEM 10 Financial Statements.

     (a) Financial Information. The information set forth in Item 10(a) is hereby amended and supplemented by the information set forth in the Supplement under Section 8 (“Amendment to Additional Information”), which is incorporated herein by reference.

ITEM 12 Exhibits.

(a)(1)(A)		Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated November 15, 2005.*
(a)(1)(B)		Letter of Transmittal.*
(a)(1)(C)		Form of Confirmation of Participation in the Offer.*
(a)(1)(D)		Form of Withdrawal of Participation in the Offer.*
(a)(1)(E)		Form of Cover Letter to Eligible Employees Regarding the Offer to Exchange Eligible Options.*
(a)(1)(F)		Form of Initial E-mail Notification to Eligible Employees Regarding the Offer to Exchange Eligible Options.*
(a)(1)(G)		Form of Reminder E-mail Notification to Eligible Employees Regarding the Offer to Exchange Eligible Options.*
(a)(1)(H)		Script for Conference Calls.*
(a)(1)(I)		Supplement dated December 5, 2005 to the Offer to Exchange Certain Outstanding Stock Options for New Stock Options dated November 15, 2005.**
(a)(1)(J)		Form of E-mail Notification to Eligible Employees Regarding the Extension of the Election Deadline and the Supplement to the Offer to Exchange Eligible Options.**
(a)(1)(K)		Form of Cover Letter to Eligible Employees Regarding the Extension of the Election Deadline and the Supplement to the Offer to Exchange Eligible Options.**
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)(A)		PSC’s Annual Report on Form 10-K for the period ended December 31, 2004, filed on March 9, 2005 (File No. 001-14773), is incorporated herein by reference.
(a)(5)(B)		PSC’s Quarterly Report on Form 10-Q for the period ended September 30, 2005, filed on November 1, 2005 (File No. 001-14773), is incorporated herein by reference.
(b)		Not Applicable.

(d)(1)		Amended and Restated 1991 Stock Option Plan dated September 28, 2005. (Incorporated herein by reference from Exhibit 10.7 to the Company’s Form 8-K dated September 28, 2005, filed on October 4, 2005.)
(d)(2)		Form of Solutions Performance Stock Option Agreement (Amended and Restated 1991 Stock Option Plan).*
(d)(3)		2001 Long-Term Incentive Plan. (Incorporated herein by reference from Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.)
(d)(4)		Form of Nonstatutory Stock Option Agreement for Replacement Options (2001 Long Term Incentive Plan).*
(d)(5)		Revised Form of Nonstatutory Stock Option Agreement for Replacement Options (2001 Long Term Incentive Plan). **
(g)		Not Applicable.
(h)		Not Applicable.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.

		PEROT SYSTEMS CORPORATION
		/s/ Russell Freeman
		Name: Russell Freeman
		Title: Vice President and Chief Financial Officer

Dated: December 5, 2005

EXHIBITS

EXHIBIT
NUMBER		DESCRIPTION
(a)(1)(A)		Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated November 15, 2005.*
(a)(1)(B)		Letter of Transmittal.*
(a)(1)(C)		Form of Confirmation of Participation in the Offer.*
(a)(1)(D)		Form of Withdrawal of Participation in the Offer.*
(a)(1)(E)		Form of Cover Letter to Eligible Employees Regarding the Offer to Exchange Eligible Options.*
(a)(1)(F)		Form of Initial E-mail Notification to Eligible Employees Regarding the Offer to Exchange Eligible Options.*
(a)(1)(G)		Form of Reminder E-mail Notification to Eligible Employees Regarding the Offer to Exchange Eligible Options.*
(a)(1)(H)		Script for Conference Calls.*
(a)(1)(I)		Supplement dated December 5, 2005 to the Offer to Exchange Certain Outstanding Stock Options for New Stock Options dated November 15, 2005.**
(a)(1)(J)		Form of E-mail Notification to Eligible Employees Regarding the Extension of the Election Deadline and the Supplement to the Offer to Exchange Eligible Options.**
(a)(1)(K)		Form of Cover Letter to Eligible Employees Regarding the Extension of the Election Deadline and the Supplement to the Offer to Exchange Eligible Options.**
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)(A)		PSC’s Annual Report on Form 10-K for the period ended December 31, 2004, filed on March 9, 2005 (File No. 001-14773), is incorporated herein by reference.
(a)(5)(B)		PSC’s Quarterly Report on Form 10-Q for the period ended September 30, 2005, filed on November 1, 2005 (File No. 001-14773), is incorporated herein by reference.
(b)		Not Applicable.
(d)(1)		Amended and Restated 1991 Stock Option Plan dated September 28, 2005. (Incorporated herein by reference from Exhibit 10.7 to the Company’s Form 8-K dated September 28, 2005, filed on October 4, 2005.)
(d)(2)		Form of Solutions Performance Stock Option Agreement (Amended and Restated 1991 Stock Option Plan).*
(d)(3)		2001 Long-Term Incentive Plan. (Incorporated herein by reference from Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.)

(d)(4)		Form of Nonstatutory Stock Option Agreement for Replacement Options (2001 Long Term Incentive Plan).*
(d)(5)		Revised Form of Nonstatutory Stock Option Agreement for Replacement Options (2001 Long Term Incentive Plan). **
(g)		Not Applicable.
(h)		Not Applicable.