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)

                      EMPLOYEES' SAVING-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          750,000                   $41.75              $31,312,500.00          $10,797.42
</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>






                                PART I

         INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

    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  Note 1 to Form S-8 and by Rule 428 under the
Securities Act of 1933.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

 The following documents filed by the  Company with the Securities and Exchange
Commission  (the "Commission"), are incorporated herein by reference:

    (a)  The Company's Annual Report on  Form 10-K  for  the  fiscal year ended
June 30, 1995;

    (b)  The  Company's Quarterly Reports on Form 10-Q for the fiscal  quarters
ended September 30, 1995,  December 31, 1995 and March 31, 1996;

     (c)  The Company's  Current  Reports on Form 8-K filed with the Commission
on August 31, 1995 and October 27,  1995, as amended by Current Reports on Form
8-K/A filed with the Commission on October  27,  1995  and  October  27,  1995,
respectively; and

    (d) the  description  of  the  Company's  Common  Stock  contained  in  the
Company's Registration Statement on Form 8-A under 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

<PAGE>

thereon of Deloitte &
Touche,  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

<PAGE>

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 Employees' Saving-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, 1995)
 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.

<PAGE>

    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.


<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": 16060}]
{"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": "333-10281", "film-number": "96616622"}, "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)

                      EMPLOYEES' SAVING-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          750,000                   $41.75              $31,312,500.00          $10,797.42
(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.
PART I

         INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

    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  Note 1 to Form S-8 and by Rule 428 under the
Securities Act of 1933.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

 The following documents filed by the  Company with the Securities and Exchange
Commission  (the "Commission"), are incorporated herein by reference:

    (a)  The Company's Annual Report on  Form 10-K  for  the  fiscal year ended
June 30, 1995;

    (b)  The  Company's Quarterly Reports on Form 10-Q for the fiscal  quarters
ended September 30, 1995,  December 31, 1995 and March 31, 1996;

     (c)  The Company's  Current  Reports on Form 8-K filed with the Commission
on August 31, 1995 and October 27,  1995, as amended by Current Reports on Form
8-K/A filed with the Commission on October  27,  1995  and  October  27,  1995,
respectively; and

    (d) the  description  of  the  Company's  Common  Stock  contained  in  the
Company's Registration Statement on Form 8-A under 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,  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 Employees' Saving-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, 1995)
 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 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)