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)

                     KEY EMPLOYEES' RESTRICTED STOCK 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       700,000                    $41.75              $29,225,000.00          $10,077.59
</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 Statements No. 33-25290 and No. 33-38366 on Form S-8 of  Automatic
Data  Processing,  Inc.  (the "Company") filed with the Securities and Exchange
Commission  on  November 7,  1988  and  December 21,  1990,  respectively,  are
incorporated herein by reference.


                           EXPLANATORY NOTE

    On November 7,  1988,  the  Company  registered  3,336,080  shares  of  the
Company's  Common  Stock,  par  value  $.10 per share (the "Common Stock") on a
Registration Statement on Form S-8 (Registration  No.  33-25290)  for  issuance
under  the  Company's  Key Employers' Restricted Stock Plan (the "Plan").   The
Company's Board of Directors  subsequently approved an amendment to the Plan to
reserve for issuance thereunder  an  additional 300,000 shares of Common Stock.
Accordingly, on December 21, 1990, the  Company  filed a Registration Statement
on Form S-8 (Registration No. 33-38366) to register such additional shares.

    The Company's Board of Directors subsequently  approved an amendment to the
Plan to reserve for issuance thereunder an additional  700,000 shares of Common
Stock, so that after such amendment the total number of shares allocated to the
Plan is 4,336,080.  Accordingly, this Registration Statement  is being filed to
register the 700,000 additional shares of Common Stock.

    All share numbers in this note have been adjusted to reflect  the Company's
2-for-1 stock splits on March 1, 1991 and January 1, 1996.

    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>


 /S/ LEON G. COOPERMAN              Director                                  August 14, 1996
    (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": 7871}]
{"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": "333-10279", "film-number": "96616621"}, "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)

                     KEY EMPLOYEES' RESTRICTED STOCK 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       700,000                    $41.75              $29,225,000.00          $10,077.59
(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 Statements No. 33-25290 and No. 33-38366 on Form S-8 of  Automatic
Data  Processing,  Inc.  (the "Company") filed with the Securities and Exchange
Commission  on  November 7,  1988  and  December 21,  1990,  respectively,  are
incorporated herein by reference.

                           EXPLANATORY NOTE

    On November 7,  1988,  the  Company  registered  3,336,080  shares  of  the
Company's  Common  Stock,  par  value  $.10 per share (the "Common Stock") on a
Registration Statement on Form S-8 (Registration  No.  33-25290)  for  issuance
under  the  Company's  Key Employers' Restricted Stock Plan (the "Plan").   The
Company's Board of Directors  subsequently approved an amendment to the Plan to
reserve for issuance thereunder  an  additional 300,000 shares of Common Stock.
Accordingly, on December 21, 1990, the  Company  filed a Registration Statement
on Form S-8 (Registration No. 33-38366) to register such additional shares.

    The Company's Board of Directors subsequently  approved an amendment to the
Plan to reserve for issuance thereunder an additional  700,000 shares of Common
Stock, so that after such amendment the total number of shares allocated to the
Plan is 4,336,080.  Accordingly, this Registration Statement  is being filed to
register the 700,000 additional shares of Common Stock.

    All share numbers in this note have been adjusted to reflect  the Company's
2-for-1 stock splits on March 1, 1991 and January 1, 1996.

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