As filed with the Securities and Exchange Commission on October 11, 1996.
                                           Registration No. 333-




                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                       AUTOMATIC DATA PROCESSING, INC.
            (Exact name of registrant as specified in its charter)


                  DELAWARE                           22-1467904
               (STATE OR OTHER                   (I.R.S. EMPLOYER
       JURISDICTION OF INCORPORATION)            IDENTIFICATION NO.)


                               ONE ADP BOULEVARD
                          ROSELAND, NEW JERSEY 07068
                             PHONE: (201) 994-5000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                HEALTH BENEFITS AMERICA 1993 STOCK OPTION PLAN
                             (Full title of plan)


                             JAMES B. BENSON, ESQ.
                 CORPORATE VICE PRESIDENT AND GENERAL COUNSEL
                               ONE ADP BOULEVARD
                          ROSELAND, NEW JERSEY 07068
                                (201) 994-5000

           (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)

                                    COPY TO:
                            RICHARD S. BORISOFF, ESQ.
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019
                                 (212) 373-3000


<TABLE>
<CAPTION>

                                      CALCULATION OF REGISTRATION FEE
<S>                                      <C>                    <C>                     <C>                     <C>
                                                 SHARES            PROPOSED MAXIMUM        PROPOSED MAXIMUM          AMOUNT OF
                TITLE OF                          TO BE             OFFERING PRICE        AGGREGATE OFFERING       REGISTRATION
         SHARES TO BE REGISTERED               REGISTERED            PER SHARE(1)              PRICE(1)                 FEE

Common Stock, $.10 par value per share          129,104                   $43.00                $5,551,472             $1,682.27

</TABLE>

(1)Estimated  solely  for  the  purpose  of  calculating  the  registration fee
   pursuant to Rule 457, based on the average of the high and low  sales prices
   of  the  Common  Stock on October 9, 1996 as reported on the New York  Stock
   Exchange.




<PAGE>




                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents containing  the  information  specified in Part I of Form S-8
are not required to be filed with the Securities  and  Exchange Commission (the
"Commission") either as part of this registration statement  or as prospectuses
or prospectus supplements pursuant to the Note to Part I of Form  S-8  and Rule
424 under the Securities Act of 1933 (the "Act").  The information required  in
the  Section  10(a)  prospectus  is  included in documents being maintained and
delivered by Automatic Data Processing,  Inc.   (The  "Company") as required by
Part I of Form S-8 and by Rule 428 under the Act.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following  documents  filed  by  the  Company with the Commission are
incorporated herein by reference: (a) The Company's Annual Report  on Form 10-K
for  the  fiscal  year  ended  June 30,  1996  and  (b)  the description of the
Company's  Common  Stock contained in the Company's Registration  Statement  on
Form 8-A under the Securities  Exchange Act of 1934 (the "Exchange Act"), filed
with the Commission on January 21,  1992,  including all amendments and reports
filed for the purpose of updating such description.

    All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to  the  date  of  this registration
statement and prior to the filing of a post-effective amendment which indicates
that  all securities registered hereby have been sold or which deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to  be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.

Item 4.     DESCRIPTION OF SECURITIES.

    Not Applicable.


Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The  validity of the shares of the Company's Common Stock being  registered
pursuant hereto  has  been passed upon by James B. Benson, Esq., Corporate Vice
President and General Counsel of the Company.  Mr. Benson, a full-time employee
of the Company, beneficially owns 31,881 shares of the Company's Common Stock.

    The consolidated financial  statements  of the Company and its subsidiaries
contained  in  the  documents incorporated by reference  herein  have  been  so
incorporated by reference  in  reliance  upon  the report thereon of Deloitte &
Touche LLP, independent certified public accountants, incorporated by reference
herein,  and  upon  the  authority of said firm as experts  in  accounting  and
auditing.

<PAGE>

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Provision for indemnification of directors and officers is made in Section 
145 of the Delaware General Corporation Law.

    Article Fifth, Sections 3  and 4 of the Company's Amended Restated 
Certificate of Incorporation provide as follows:

    "The  Corporation  shall  indemnify  all  directors  and  officers  of  the
 Corporation to the full extent permitted by the General Corporation Law of the
 State of Delaware (and in particular  Paragraph 145  thereof), as from time to
 time  amended,  and  may purchase and maintain insurance  on  behalf  of  such
 directors and officers.  In addition, the Corporation shall, in the manner and
 to the extent as the By-laws  of  the  Corporation shall provide, indemnify to
 the full extent permitted by the General  Corporation  Law  of  the  State  of
 Delaware  (and  in  particular  Paragraph 145  thereof),  as from time to time
 amended, such other persons as the By-laws shall provide, and may purchase and
 maintain insurance on behalf of such other persons."

    "A director of the Corporation shall not be held personally  liable  to the
 Corporation  or  its stockholders for monetary damages for breach of fiduciary
 duty as a director, except for liability (i) for breach of the director's duty
 of loyalty to the  Corporation or its stockholders, (ii) for acts or omissions
 not  in good faith or  which  involve  intentional  misconduct  or  a  knowing
 violation  of  law,  (iii) under Section 174 of the General Corporation Law of
 the State of Delaware,  or  (iv) for  any  transaction from which the director
 derived  an improper personal benefit.  Any repeal  or  modification  of  this
 paragraph  by  the  stockholders of the Corporation shall not adversely affect
 any right or protection  of  any  director  of the Corporation existing at the
 time of, or for or with respect to any acts or  omissions  occurring prior to,
 such repeal or modification."

 Finally, Article XIV, Section 6 of the Company's By-laws provides as follows:

    "Section 6.   Indemnification  of Directors and Officers and  Others:   The
 Corporation shall indemnify all directors  and  officers of the Corporation to
 the  full extent permitted by the General Corporation  Law  of  the  State  of
 Delaware  (and  in  particular  Section 145  thereof),  as  from  time to time
 amended,  and may purchase and maintain insurance on behalf of such  directors
 and officers.   This  indemnification applies to all directors and officers of
 the Corporation who sit  on  the  boards of non-profit corporations in keeping
 with the Corporation's philosophy."

    "The Corporation shall indemnify  any other person or employee who may have
 served at the request of the Corporation  to  the full extent permitted by the
 General  Corporation  Law  of  the  State  of  Delaware   (and  in  particular
 Section 145 thereof) so long as such person or employee acted  in  good  faith
 and  in  a manner he reasonably believed to be in, or not opposed to, the best
 interests  of the Corporation and, further, so long as his actions were not in
 violation of corporate policies and directives."

    As permitted by Section 145 of the General Corporation Law of the State of
Delaware and the Company's Certificate  and By-Laws, the Company also maintains
a directors and officers liability insurance  policy  which insures, subject to
certain exclusions, deductibles and maximum amounts, directors  and officers of
the  Company  against  damages,  judgments,  settlements and costs incurred  by
reason  of  certain  acts  committed by such persons  in  their  capacities  as
directors and officers.


<PAGE>

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.


Item 8.     EXHIBITS.

  4.1         The Company's Health Benefits America 1993 Stock Option Plan

  4.2         Amended  and Restated Certificate of Incorporation of the Company
              (incorporated  by  reference  to  Exhibit (3)-#1  to the 
              Company's Annual Report on Form 10-K for the fiscal year ended 
              June 30, 1996)

  4.3         By-laws  of  the  Company,  as  amended  (incorporated  by  
              reference  to Exhibit (3)-#2 to the Company's Annual Report on 
              Form 10-K for the fiscal year ended June 30, 1991)

  4.4         Form of the Company's Common Stock Certificate (incorporated by 
              reference to Exhibit 4.4 to Company's Registration Statement on 
              Form S-3 filed with the Commission on January 21, 1992)

  5.1         Opinion  of  James B.  Benson,  Esq. as to the legality of the 
              securities being registered hereby

 23.1         Consent of James B. Benson, Esq. (included in Exhibit 5.1)

 23.2         Consent of Deloitte & Touche LLP



Item 9.     UNDERTAKINGS.

    The undersigned registrant  hereby  undertakes:   (1) to  file,  during any
period  in which offers or sales are being made, a post-effective amendment  to
this registration statement to include any material information with respect to
the  plan  of  distribution  not  previously  disclosed  in  this  registration
statement  or  any  material  change  to  such information in this registration
statement; (2) that, for the purpose of determining  any  liability  under  the
Securities  Act  of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof;  and  (3) to remove from registration by means of a
post-effective amendment any of the  securities  being  registered which remain
unsold at the termination of the offering.

    The  undersigned  registrant  hereby  undertakes  that,  for   purposes  of
determining any liability under the Securities Act of 1933, each filing  of the
registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934  that  is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to  be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and  controlling persons of the
registrant  pursuant to the registrant's Certificate of  Incorporation  or  by-
laws, by contract,  or  otherwise,  the registrant has been advised that 


<PAGE>

in the opinion of the Securities and Exchange Commission such indemnification 
is against public policy as expressed in the Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification against such 
liabilities (other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person  of  the  registrant in the 
successful defense of any  action,  suit or proceeding) is asserted  by  such  
director,  officer  or controlling person  in  connection  with  the  
securities being registered, the registrant  will,  unless in the opinion of 
its counsel  the  matter  has  been settled by controlling precedent, submit 
to a court of appropriate jurisdiction the question whether  such  
indemnification  by  it is against public policy as expressed  in the Act and 
will be governed by the final  adjudication  of  such issue.





<PAGE>




                              SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement, or  amendment  thereto, to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City  of  Roseland, State of New
Jersey, on the 11th day of October, 1996.

                              AUTOMATIC DATA PROCESSING, INC.
                                       (Registrant)



                              By  /s/ ARTHUR F. WEINBACH
                                 Arthur F. Weinbach
                                 President and Chief Executive Officer



    Pursuant to the requirements of the Securities Act of 1933,  this 
Registration Statement,  or amendment thereto, has been signed by the 
following  persons  in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
    SIGNATURE                           TITLE                               DATE
<S>                            <C>                                     <C>


  /s/ ARTHUR F. WEINBACH            President and Chief                        October 11, 1996
    (Arthur F. Weinbach)            Executive Officer
                                    (Principal Executive Officer)

  /s/ RICHARD J. HAVILAND           Vice President, Finance (Principal        October 11, 1996
    (Richard J. Haviland)           Financial Officer)


  /s/ JOSH S. WESTON                Chairman of the Board                     October 11, 1996
    (Josh S. Weston)


  /s/ GARY C. BUTLER                Director                                  October 11, 1996
    (Josh S. Weston)


  /s/ JOSEPH A. CALIFANO, JR.       Director                                  October 11, 1996
    (Joseph A. Califano, Jr.)


<PAGE>


  /s/ LEON G. COOPERMAN             Director                                  October 11, 1996
    (Leon G. Cooperman)
                       


                                    Director                                  October 11, 1996
    (George H. Heilmeier)


  /s/ ANN DIBBLE JORDAN             Director                                  October 11, 1996
    (Ann Dibble Jordan)


  /s/ HARVEY M. KRUEGER             Director                                  October 11, 1996
    (Harvey M. Krueger)


                                    Director                                  October 11, 1996
    (Charles P. Lazarus)


                                    Director                                  October 11, 1996
    (Frederic V. Malek)


  /s/ HENRY TAUB                    Director                                  October 11, 1996
    (Henry Taub)


                                    Director                                  October 11, 1996
    (Laurence A. Tisch)

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16141}]
{"company-data": {"conformed-name": "AUTOMATIC DATA PROCESSING INC", "cik": "0000008670", "assigned-sic": "7374", "irs-number": "221467904", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13945", "film-number": "96642460"}, "business-address": {"street1": "ONE ADP BOULVARD", "city": "ROSELAND", "state": "NJ", "zip": "07068", "phone": "2019945000"}, "mail-address": {"street1": "ONE ADP BOULEVARD", "city": "ROSELAND", "state": "NJ", "zip": "07068"}}
As filed with the Securities and Exchange Commission on October 11, 1996.
                                           Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                       AUTOMATIC DATA PROCESSING, INC.
            (Exact name of registrant as specified in its charter)

                  DELAWARE                           22-1467904
               (STATE OR OTHER                   (I.R.S. EMPLOYER
       JURISDICTION OF INCORPORATION)            IDENTIFICATION NO.)

                               ONE ADP BOULEVARD
                          ROSELAND, NEW JERSEY 07068
                             PHONE: (201) 994-5000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                HEALTH BENEFITS AMERICA 1993 STOCK OPTION PLAN
                             (Full title of plan)

                             JAMES B. BENSON, ESQ.
                 CORPORATE VICE PRESIDENT AND GENERAL COUNSEL
                               ONE ADP BOULEVARD
                          ROSELAND, NEW JERSEY 07068
                                (201) 994-5000

           (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)

                                    COPY TO:
                            RICHARD S. BORISOFF, ESQ.
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019
                                 (212) 373-3000
CALCULATION OF REGISTRATION FEE
SHARES            PROPOSED MAXIMUM        PROPOSED MAXIMUM          AMOUNT OF
                TITLE OF                          TO BE             OFFERING PRICE        AGGREGATE OFFERING       REGISTRATION
         SHARES TO BE REGISTERED               REGISTERED            PER SHARE(1)              PRICE(1)                 FEE

Common Stock, $.10 par value per share          129,104                   $43.00                $5,551,472             $1,682.27
(1)Estimated  solely  for  the  purpose  of  calculating  the  registration fee
   pursuant to Rule 457, based on the average of the high and low  sales prices
   of  the  Common  Stock on October 9, 1996 as reported on the New York  Stock
   Exchange.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents containing  the  information  specified in Part I of Form S-8
are not required to be filed with the Securities  and  Exchange Commission (the
"Commission") either as part of this registration statement  or as prospectuses
or prospectus supplements pursuant to the Note to Part I of Form  S-8  and Rule
424 under the Securities Act of 1933 (the "Act").  The information required  in
the  Section  10(a)  prospectus  is  included in documents being maintained and
delivered by Automatic Data Processing,  Inc.   (The  "Company") as required by
Part I of Form S-8 and by Rule 428 under the Act.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following  documents  filed  by  the  Company with the Commission are
incorporated herein by reference: (a) The Company's Annual Report  on Form 10-K
for  the  fiscal  year  ended  June 30,  1996  and  (b)  the description of the
Company's  Common  Stock contained in the Company's Registration  Statement  on
Form 8-A under the Securities  Exchange Act of 1934 (the "Exchange Act"), filed
with the Commission on January 21,  1992,  including all amendments and reports
filed for the purpose of updating such description.

    All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to  the  date  of  this registration
statement and prior to the filing of a post-effective amendment which indicates
that  all securities registered hereby have been sold or which deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to  be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.

Item 4.     DESCRIPTION OF SECURITIES.

    Not Applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The  validity of the shares of the Company's Common Stock being  registered
pursuant hereto  has  been passed upon by James B. Benson, Esq., Corporate Vice
President and General Counsel of the Company.  Mr. Benson, a full-time employee
of the Company, beneficially owns 31,881 shares of the Company's Common Stock.

    The consolidated financial  statements  of the Company and its subsidiaries
contained  in  the  documents incorporated by reference  herein  have  been  so
incorporated by reference  in  reliance  upon  the report thereon of Deloitte &
Touche LLP, independent certified public accountants, incorporated by reference
herein,  and  upon  the  authority of said firm as experts  in  accounting  and
auditing.
Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Provision for indemnification of directors and officers is made in Section 
145 of the Delaware General Corporation Law.

    Article Fifth, Sections 3  and 4 of the Company's Amended Restated 
Certificate of Incorporation provide as follows:

    "The  Corporation  shall  indemnify  all  directors  and  officers  of  the
 Corporation to the full extent permitted by the General Corporation Law of the
 State of Delaware (and in particular  Paragraph 145  thereof), as from time to
 time  amended,  and  may purchase and maintain insurance  on  behalf  of  such
 directors and officers.  In addition, the Corporation shall, in the manner and
 to the extent as the By-laws  of  the  Corporation shall provide, indemnify to
 the full extent permitted by the General  Corporation  Law  of  the  State  of
 Delaware  (and  in  particular  Paragraph 145  thereof),  as from time to time
 amended, such other persons as the By-laws shall provide, and may purchase and
 maintain insurance on behalf of such other persons."

    "A director of the Corporation shall not be held personally  liable  to the
 Corporation  or  its stockholders for monetary damages for breach of fiduciary
 duty as a director, except for liability (i) for breach of the director's duty
 of loyalty to the  Corporation or its stockholders, (ii) for acts or omissions
 not  in good faith or  which  involve  intentional  misconduct  or  a  knowing
 violation  of  law,  (iii) under Section 174 of the General Corporation Law of
 the State of Delaware,  or  (iv) for  any  transaction from which the director
 derived  an improper personal benefit.  Any repeal  or  modification  of  this
 paragraph  by  the  stockholders of the Corporation shall not adversely affect
 any right or protection  of  any  director  of the Corporation existing at the
 time of, or for or with respect to any acts or  omissions  occurring prior to,
 such repeal or modification."

 Finally, Article XIV, Section 6 of the Company's By-laws provides as follows:

    "Section 6.   Indemnification  of Directors and Officers and  Others:   The
 Corporation shall indemnify all directors  and  officers of the Corporation to
 the  full extent permitted by the General Corporation  Law  of  the  State  of
 Delaware  (and  in  particular  Section 145  thereof),  as  from  time to time
 amended,  and may purchase and maintain insurance on behalf of such  directors
 and officers.   This  indemnification applies to all directors and officers of
 the Corporation who sit  on  the  boards of non-profit corporations in keeping
 with the Corporation's philosophy."

    "The Corporation shall indemnify  any other person or employee who may have
 served at the request of the Corporation  to  the full extent permitted by the
 General  Corporation  Law  of  the  State  of  Delaware   (and  in  particular
 Section 145 thereof) so long as such person or employee acted  in  good  faith
 and  in  a manner he reasonably believed to be in, or not opposed to, the best
 interests  of the Corporation and, further, so long as his actions were not in
 violation of corporate policies and directives."

    As permitted by Section 145 of the General Corporation Law of the State of
Delaware and the Company's Certificate  and By-Laws, the Company also maintains
a directors and officers liability insurance  policy  which insures, subject to
certain exclusions, deductibles and maximum amounts, directors  and officers of
the  Company  against  damages,  judgments,  settlements and costs incurred  by
reason  of  certain  acts  committed by such persons  in  their  capacities  as
directors and officers.
Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

Item 8.     EXHIBITS.

  4.1         The Company's Health Benefits America 1993 Stock Option Plan

  4.2         Amended  and Restated Certificate of Incorporation of the Company
              (incorporated  by  reference  to  Exhibit (3)-#1  to the 
              Company's Annual Report on Form 10-K for the fiscal year ended 
              June 30, 1996)

  4.3         By-laws  of  the  Company,  as  amended  (incorporated  by  
              reference  to Exhibit (3)-#2 to the Company's Annual Report on 
              Form 10-K for the fiscal year ended June 30, 1991)

  4.4         Form of the Company's Common Stock Certificate (incorporated by 
              reference to Exhibit 4.4 to Company's Registration Statement on 
              Form S-3 filed with the Commission on January 21, 1992)

  5.1         Opinion  of  James B.  Benson,  Esq. as to the legality of the 
              securities being registered hereby

 23.1         Consent of James B. Benson, Esq. (included in Exhibit 5.1)

 23.2         Consent of Deloitte & Touche LLP

Item 9.     UNDERTAKINGS.

    The undersigned registrant  hereby  undertakes:   (1) to  file,  during any
period  in which offers or sales are being made, a post-effective amendment  to
this registration statement to include any material information with respect to
the  plan  of  distribution  not  previously  disclosed  in  this  registration
statement  or  any  material  change  to  such information in this registration
statement; (2) that, for the purpose of determining  any  liability  under  the
Securities  Act  of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof;  and  (3) to remove from registration by means of a
post-effective amendment any of the  securities  being  registered which remain
unsold at the termination of the offering.

    The  undersigned  registrant  hereby  undertakes  that,  for   purposes  of
determining any liability under the Securities Act of 1933, each filing  of the
registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934  that  is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to  be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and  controlling persons of the
registrant  pursuant to the registrant's Certificate of  Incorporation  or  by-
laws, by contract,  or  otherwise,  the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification 
is against public policy as expressed in the Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification against such 
liabilities (other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person  of  the  registrant in the 
successful defense of any  action,  suit or proceeding) is asserted  by  such  
director,  officer  or controlling person  in  connection  with  the  
securities being registered, the registrant  will,  unless in the opinion of 
its counsel  the  matter  has  been settled by controlling precedent, submit 
to a court of appropriate jurisdiction the question whether  such  
indemnification  by  it is against public policy as expressed  in the Act and 
will be governed by the final  adjudication  of  such issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement, or  amendment  thereto, to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City  of  Roseland, State of New
Jersey, on the 11th day of October, 1996.

                              AUTOMATIC DATA PROCESSING, INC.
                                       (Registrant)

                              By  /s/ ARTHUR F. WEINBACH
                                 Arthur F. Weinbach
                                 President and Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933,  this 
Registration Statement,  or amendment thereto, has been signed by the 
following  persons  in the capacities and on the dates indicated.
SIGNATURE                           TITLE                               DATE
/s/ ARTHUR F. WEINBACH            President and Chief                        October 11, 1996
    (Arthur F. Weinbach)            Executive Officer
                                    (Principal Executive Officer)

  /s/ RICHARD J. HAVILAND           Vice President, Finance (Principal        October 11, 1996
    (Richard J. Haviland)           Financial Officer)

  /s/ JOSH S. WESTON                Chairman of the Board                     October 11, 1996
    (Josh S. Weston)

  /s/ GARY C. BUTLER                Director                                  October 11, 1996
    (Josh S. Weston)

  /s/ JOSEPH A. CALIFANO, JR.       Director                                  October 11, 1996
    (Joseph A. Califano, Jr.)
/s/ LEON G. COOPERMAN             Director                                  October 11, 1996
    (Leon G. Cooperman)
                       

                                    Director                                  October 11, 1996
    (George H. Heilmeier)

  /s/ ANN DIBBLE JORDAN             Director                                  October 11, 1996
    (Ann Dibble Jordan)

  /s/ HARVEY M. KRUEGER             Director                                  October 11, 1996
    (Harvey M. Krueger)

                                    Director                                  October 11, 1996
    (Charles P. Lazarus)

                                    Director                                  October 11, 1996
    (Frederic V. Malek)

  /s/ HENRY TAUB                    Director                                  October 11, 1996
    (Henry Taub)

                                    Director                                  October 11, 1996
    (Laurence A. Tisch)