As  filed  with  the  Securities and Exchange Commission on August 15, 1996.
                                                     Registration  No. 33-




                      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)

                     1990 KEY EMPLOYEES' 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       10,000,000                 $41.75              $417,500,000.00         $143,965.52
</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 August 12, 1996 as reported on the New York  Stock
   Exchange.


<PAGE>


     INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT

    In accordance with  General  Instruction E  to  Form S-8   the  contents of
Registration  Statement  No. 33-38365 on Form S-8 of Automatic Data Processing,
Inc.  (the  "Company")  which  was  filed  with  the  Securities  and  Exchange
Commission on December 21, 1990 are incorporated herein by reference.


                           EXPLANATORY NOTE

    The Company's 1990 Key  Employees'  Stock Option Plan (the "1990 Plan") was
adopted by the Company's Board of Directors on August 15, 1990 and was approved
by the Company's stockholders on November 15,  1990.   Accordingly, on December
21, 1990 the Company filed a Registration Statement on Form  S-8  (Registration
No. 33-38365) to register the shares of Common Stock of the Company,  par value
$.10 per share (the "Common Stock"), reserved for issuance under the 1990 Plan.

    On  August 11, 1995, the Company's Board of Directors approved an amendment
to the 1990 Plan which increased the number of shares of Common Stock which can
be issued pursuant to the 1990 Plan by 10,000,000 shares (as adjusted for the 2
for 1 stock  split  on  January  1,  1996),  so  that  after such amendment and
adjustments  for  canceled  stock options under the 1973 Key  Employees'  Stock
Option Plan and the 1981 Key  Employees'  Stock Option Plan which were added to
the amount of shares available under the 1990  Plan, the total number of shares
allocated to the 1990 Plan is 30,382,242.  Such  amendment  was approved by the
company's  stockholders  on November 14, 1995.  Accordingly, this  Registration
Statement is being filed to register the 10,000,000 additional shares of Common
Stock.

    The information required  in  the  section  10(a) prospectus is included in
documents being maintained and delivered by the Company  as  required by Note 1
to Form S-8 and by Rule 428 under the Securities Act of 1933.



                               EXHIBITS

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



<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 14th day of August, 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                       August 14, 1996
    (Arthur F. Weinbach)            Executive Officer
                                    (Principal Executive Officer)
  /S/ RICHARD J. HAVILAND           Vice President, Finance (Principal        August 14, 1996
    (Richard J. Haviland)           Financial Officer)


  /S/ JOSH S. WESTON                Chairman of the Board                     August 14, 1996
    (Josh S. Weston)


  /S/ GARY C. BUTLER                Director                                  August 14, 1996
    (Josh S. Weston)


 /S/ JOSEPH A. CALIFANO, JR.        Director                                  August 14, 1996
    (Joseph A. Califano, Jr.)

<PAGE>

                                    Director                                 August 14, 1996
 /S/ LEON G. COOPERMAN
    (Leon G. Cooperman)


                                    Director                                  August 14, 1996
    (George H. Heilmeier)


 /S/ ANN DIBBLE JORDAN              Director                                  August 14, 1996
    (Ann Dibble Jordan)


  /S/ HARVEY M. KRUEGER             Director                                  August 14, 1996
    (Harvey M. Krueger)


                                    Director                                  August 14, 1996
    (Charles P. Lazarus)


                                    Director                                  August 14, 1996
    (Frederic V. Malek)


  /S/ HENRY TAUB                    Director                                  August 14, 1996
    (Henry Taub)


                                    Director                                  August 14, 1996
    (Laurence A. Tisch)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 7970}]
{"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": "333-10277", "film-number": "96616620"}, "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 August 15, 1996.
                                                     Registration  No. 33-

                      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)

                     1990 KEY EMPLOYEES' 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       10,000,000                 $41.75              $417,500,000.00         $143,965.52
(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 August 12, 1996 as reported on the New York  Stock
   Exchange.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT

    In accordance with  General  Instruction E  to  Form S-8   the  contents of
Registration  Statement  No. 33-38365 on Form S-8 of Automatic Data Processing,
Inc.  (the  "Company")  which  was  filed  with  the  Securities  and  Exchange
Commission on December 21, 1990 are incorporated herein by reference.

                           EXPLANATORY NOTE

    The Company's 1990 Key  Employees'  Stock Option Plan (the "1990 Plan") was
adopted by the Company's Board of Directors on August 15, 1990 and was approved
by the Company's stockholders on November 15,  1990.   Accordingly, on December
21, 1990 the Company filed a Registration Statement on Form  S-8  (Registration
No. 33-38365) to register the shares of Common Stock of the Company,  par value
$.10 per share (the "Common Stock"), reserved for issuance under the 1990 Plan.

    On  August 11, 1995, the Company's Board of Directors approved an amendment
to the 1990 Plan which increased the number of shares of Common Stock which can
be issued pursuant to the 1990 Plan by 10,000,000 shares (as adjusted for the 2
for 1 stock  split  on  January  1,  1996),  so  that  after such amendment and
adjustments  for  canceled  stock options under the 1973 Key  Employees'  Stock
Option Plan and the 1981 Key  Employees'  Stock Option Plan which were added to
the amount of shares available under the 1990  Plan, the total number of shares
allocated to the 1990 Plan is 30,382,242.  Such  amendment  was approved by the
company's  stockholders  on November 14, 1995.  Accordingly, this  Registration
Statement is being filed to register the 10,000,000 additional shares of Common
Stock.

    The information required  in  the  section  10(a) prospectus is included in
documents being maintained and delivered by the Company  as  required by Note 1
to Form S-8 and by Rule 428 under the Securities Act of 1933.

                               EXHIBITS

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
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 14th day of August, 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                       August 14, 1996
    (Arthur F. Weinbach)            Executive Officer
                                    (Principal Executive Officer)
  /S/ RICHARD J. HAVILAND           Vice President, Finance (Principal        August 14, 1996
    (Richard J. Haviland)           Financial Officer)

  /S/ JOSH S. WESTON                Chairman of the Board                     August 14, 1996
    (Josh S. Weston)

  /S/ GARY C. BUTLER                Director                                  August 14, 1996
    (Josh S. Weston)

 /S/ JOSEPH A. CALIFANO, JR.        Director                                  August 14, 1996
    (Joseph A. Califano, Jr.)
Director                                 August 14, 1996
 /S/ LEON G. COOPERMAN
    (Leon G. Cooperman)

                                    Director                                  August 14, 1996
    (George H. Heilmeier)

 /S/ ANN DIBBLE JORDAN              Director                                  August 14, 1996
    (Ann Dibble Jordan)

  /S/ HARVEY M. KRUEGER             Director                                  August 14, 1996
    (Harvey M. Krueger)

                                    Director                                  August 14, 1996
    (Charles P. Lazarus)

                                    Director                                  August 14, 1996
    (Frederic V. Malek)

  /S/ HENRY TAUB                    Director                                  August 14, 1996
    (Henry Taub)

                                    Director                                  August 14, 1996
    (Laurence A. Tisch)