As filed with the Securities and Exchange Commission on September 6, 2001
                                                           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 jurisdiction of                         (IRS Employer
incorporation or organization)                        Identification No.)

                           ---------------------------

                                ONE ADP BOULEVARD
                           ROSELAND, NEW JERSEY 07068
                                 (973) 974-5000
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

         THE AVERT, INC. AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                           ---------------------------

                              JAMES B. BENSON, ESQ.
             CORPORATE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                         AUTOMATIC DATA PROCESSING, INC.
                                ONE ADP BOULEVARD
                           ROSELAND, NEW JERSEY 07068
                     (Name and address of agent for service)

                                 (973) 974-5000
          (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 10019-6064
                                 (212) 373-3000

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
    Title of Each Class of          Amount to be        Proposed Maximum Offering         Proposed Maximum        Amount of
 Securities to be Registered         Registered                   Price             Aggregate Offering Price(1)   Registration Fee
                                                              Per Share(1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                              <C>                         <C>                       <C>
Common Stock, $0.10 par value   180,525 shares(2)(3)             $ 52.10                     $9,405,353                $2,352
per share..................
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)      Estimated solely for the purpose of computing the registration fee in
         accordance with Rule 457(c) and 457(h) under the Securities Act of
         1933, as amended (the "Securities Act"). The Proposed Maximum Offering
         Price was determined by averaging the high and low prices of the Common
         Stock, $0.10 par value per share, of Automatic Data Processing, Inc.
         ("ADP") as reported on the New York Stock Exchange Composite
         Transaction Tape on August 31, 2001.

(2)      The amount of shares to be registered has been determined based on the
         product of (i) 407,000 shares of Avert, Inc. common stock issuable
         pursuant to outstanding options under The Avert, Inc. Amended and
         Restated 1994 Stock Incentive Plan multiplied by (ii) an exchange ratio
         of 0.44354839, as determined pursuant to the Agreement and Plan of
         Merger, dated as of June 15, 2001, as amended, by and among ADP, ADP
         Colorado, Inc. and Avert, Inc.

(3)      Pursuant to Rule 416 under the Securities Act, this registration
         statement shall be deemed to cover any additional securities to be
         offered or issued from stock splits, stock dividends and similar
         transactions.

================================================================================
<PAGE>

                                                                               2

                                     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 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 information required in the Section 10(a)
prospectus is included in documents being maintained and delivered by Automatic
Data Processing, Inc. as required by Part I of 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 Automatic Data Processing,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

                  1.       The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2000.

                  2.       The Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 2000, December 31, 2000 and March 31, 2001.

                  3.       The description of the Company's common stock, $0.10
par value per share (the "Common Stock"), contained in its registration
statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as filed with the Commission on January 21, 1992, including any
amendment or report filed for the purpose of amending such description.

                  In addition, all reports and documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the 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, Secretary and General Counsel of the Company. Mr.
Benson, a full-time employee of the Company, beneficially owns 155,645 shares of
the Company's Common Stock.

                                      II-2

<PAGE>

                                                                               3

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 ADP's Amended and
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 Bylaws 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 6, Section 6.01 of ADP's By-Laws provides as
follows:

                  "Nature of Indemnity: The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was or has agreed to become a director or officer of the Corporation, or
is or was serving or has agreed to serve at the request of the Corporation as a
director or officer, of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he or she is or was or has agreed to become an employee or
agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
or she (x) acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Corporation and, in the case
of any such employee or agent, in a manner he or she reasonably believed to be
not in violation of any policies or directives of the Corporation, and (y) with
respect to any criminal action or proceeding had no reasonable cause to believe
his or her conduct was unlawful; except that in the case of an action or suit by
or in the right of the Corporation to procure a judgment in its favor (i) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement

                                      II-3

<PAGE>

                                                                               4

of such action or suit, and (ii) no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. The indemnification under this Section 6.01
shall apply to all directors and officers of the Corporation who sit on the
boards of directors of non-profit corporations in keeping with the Corporation's
philosophy."

                  "The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful."

                  As permitted by Section 145 of the General Corporation Law of
the State of Delaware and ADP's Certificate and By-Laws, ADP also maintains a
directors and officers liability insurance policy which insures, subject to
certain exclusions, deductibles and maximum amounts, directors and officers of
ADP 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

                  A list of exhibits included as part of this registration
statement is set forth in the Exhibit Index which immediately precedes such
exhibits and is hereby incorporated by reference herein.

ITEM 9.  UNDERTAKINGS

                  The undersigned Registrant hereby undertakes:

                  (a)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement (i) 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; (ii) 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
(iii) 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.

                  (b)      The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the registrant's annual report pursuant to

                                      II-4

<PAGE>

                                                                               5

Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, 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.

                  (c)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, 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.

                                      II-5

<PAGE>

                                                                               6

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 September 6, 2001.


                                   AUTOMATIC DATA PROCESSING, INC.
                                   (Registrant)

                                   By:  /s/ Arthur F. Weinbach
                                        ---------------------------------------
                                        Arthur F. Weinbach
                                        Chairman and
                                        Chief Executive Officer


                                POWER OF ATTORNEY

                  The officers and directors of Automatic Data Processing, Inc.
whose signatures appear below hereby constitute and appoint Arthur F. Weinbach
and James B. Benson, and each of them (with full power to each of them to act
alone), their true and lawful attorneys-in-fact, with full powers of
substitution and resubstitution, to sign and execute on behalf of the
undersigned any and all amendments, including post-effective amendments, to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and each of the undersigned does hereby ratify and confirm all that said
attorneys-in-fact shall do or cause to be done by virtue thereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below on September 6, 2001 by the
following persons in the capacities indicated.

SIGNATURE                               TITLE
---------                               -----

/s/ Arthur F. Weinbach                  Chairman, Chief Executive Officer and
-----------------------------           Director
    Arthur F. Weinbach                  (Principal Executive Officer)

/s/ Karen E. Dykstra                    Vice President, Finance
-----------------------------           (Principal Financial Officer and
    Karen E. Dykstra                    Controller)

_____________________________           Director
    Gregory D. Brenneman

/s/ Gary C. Butler                      Director
-----------------------------
    Gary C. Butler

_____________________________           Director
    Joseph  A. Califano, Jr.

/s/ Leon G. Cooperman                   Director
-----------------------------
    Leon G. Cooperman

                                      II-6

<PAGE>

                                                                               7

SIGNATURE                               TITLE
---------                               -----

/s/ George H. Heilmeier                 Director
-----------------------------
    George H. Heilmeier

_____________________________           Director
    Ann Dibble Jordan

/s/ Harvey M. Krueger                   Director
-----------------------------
    Harvey M. Krueger

/s/ Frederic V. Malek                   Director
-----------------------------
    Frederic V. Malek

/s/ Henry Taub                          Director
-----------------------------
    Henry Taub

_____________________________           Director
    Laurence A. Tisch

/s/ Josh S. Weston                      Director
-----------------------------
    Josh S. Weston

                                      II-7

<PAGE>

                                INDEX TO EXHIBITS
                                -----------------

EXHIBITS
--------

4.1               The Avert, Inc. Amended and Restated 1994 Stock Incentive Plan
                  (incorporated by reference to Exhibit 10.6 to Avert, Inc.'s
                  Form 10-KSB filed with the Commission on March 30, 2001 (the
                  "Form 10-KSB"))

4.2               Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 to
                  Registrant's Registration Statement on Form S-4 filed with the
                  Commission on February 9, 1999)

4.3               Amended and Restated By-laws of the Registrant (incorporated
                  by reference to Exhibit 3.2 to Registrant's Quarterly Report
                  on Form 10-Q for the fiscal quarter ended December 31, 2000,
                  No. 1-05397)

4.4               Form of the Registrant's common stock certificate
                  (incorporated by reference to Exhibit 4.4 to Registrant's
                  Registration Statement on Form S-3 filed with the Commission
                  on January 21, 1992, No. 33-45150)

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

24.1*             Power of Attorney (included on signature page)


------------------------
*   Filed herewith.
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As filed with the Securities and Exchange Commission on September 6, 2001
                                                           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 jurisdiction of                         (IRS Employer
incorporation or organization)                        Identification No.)

                           ---------------------------

                                ONE ADP BOULEVARD
                           ROSELAND, NEW JERSEY 07068
                                 (973) 974-5000
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

         THE AVERT, INC. AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                           ---------------------------

                              JAMES B. BENSON, ESQ.
             CORPORATE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                         AUTOMATIC DATA PROCESSING, INC.
                                ONE ADP BOULEVARD
                           ROSELAND, NEW JERSEY 07068
                     (Name and address of agent for service)

                                 (973) 974-5000
          (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 10019-6064
                                 (212) 373-3000
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
    Title of Each Class of          Amount to be        Proposed Maximum Offering         Proposed Maximum        Amount of
 Securities to be Registered         Registered                   Price             Aggregate Offering Price(1)   Registration Fee
                                                              Per Share(1)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.10 par value   180,525 shares(2)(3)             $ 52.10                     $9,405,353                $2,352
per share..................
------------------------------------------------------------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of computing the registration fee in
         accordance with Rule 457(c) and 457(h) under the Securities Act of
         1933, as amended (the "Securities Act"). The Proposed Maximum Offering
         Price was determined by averaging the high and low prices of the Common
         Stock, $0.10 par value per share, of Automatic Data Processing, Inc.
         ("ADP") as reported on the New York Stock Exchange Composite
         Transaction Tape on August 31, 2001.

(2)      The amount of shares to be registered has been determined based on the
         product of (i) 407,000 shares of Avert, Inc. common stock issuable
         pursuant to outstanding options under The Avert, Inc. Amended and
         Restated 1994 Stock Incentive Plan multiplied by (ii) an exchange ratio
         of 0.44354839, as determined pursuant to the Agreement and Plan of
         Merger, dated as of June 15, 2001, as amended, by and among ADP, ADP
         Colorado, Inc. and Avert, Inc.

(3)      Pursuant to Rule 416 under the Securities Act, this registration
         statement shall be deemed to cover any additional securities to be
         offered or issued from stock splits, stock dividends and similar
         transactions.

================================================================================
2

                                     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 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 information required in the Section 10(a)
prospectus is included in documents being maintained and delivered by Automatic
Data Processing, Inc. as required by Part I of 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 Automatic Data Processing,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

                  1.       The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2000.

                  2.       The Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 2000, December 31, 2000 and March 31, 2001.

                  3.       The description of the Company's common stock, $0.10
par value per share (the "Common Stock"), contained in its registration
statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as filed with the Commission on January 21, 1992, including any
amendment or report filed for the purpose of amending such description.

                  In addition, all reports and documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the 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, Secretary and General Counsel of the Company. Mr.
Benson, a full-time employee of the Company, beneficially owns 155,645 shares of
the Company's Common Stock.

                                      II-2
3

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 ADP's Amended and
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 Bylaws 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 6, Section 6.01 of ADP's By-Laws provides as
follows:

                  "Nature of Indemnity: The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was or has agreed to become a director or officer of the Corporation, or
is or was serving or has agreed to serve at the request of the Corporation as a
director or officer, of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he or she is or was or has agreed to become an employee or
agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
or she (x) acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Corporation and, in the case
of any such employee or agent, in a manner he or she reasonably believed to be
not in violation of any policies or directives of the Corporation, and (y) with
respect to any criminal action or proceeding had no reasonable cause to believe
his or her conduct was unlawful; except that in the case of an action or suit by
or in the right of the Corporation to procure a judgment in its favor (i) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement

                                      II-3
4

of such action or suit, and (ii) no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. The indemnification under this Section 6.01
shall apply to all directors and officers of the Corporation who sit on the
boards of directors of non-profit corporations in keeping with the Corporation's
philosophy."

                  "The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful."

                  As permitted by Section 145 of the General Corporation Law of
the State of Delaware and ADP's Certificate and By-Laws, ADP also maintains a
directors and officers liability insurance policy which insures, subject to
certain exclusions, deductibles and maximum amounts, directors and officers of
ADP 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

                  A list of exhibits included as part of this registration
statement is set forth in the Exhibit Index which immediately precedes such
exhibits and is hereby incorporated by reference herein.

ITEM 9.  UNDERTAKINGS

                  The undersigned Registrant hereby undertakes:

                  (a)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement (i) 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; (ii) 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
(iii) 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.

                  (b)      The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the registrant's annual report pursuant to

                                      II-4
5

Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, 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.

                  (c)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, 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.

                                      II-5
6

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 September 6, 2001.

                                   AUTOMATIC DATA PROCESSING, INC.
                                   (Registrant)

                                   By:  /s/ Arthur F. Weinbach
                                        ---------------------------------------
                                        Arthur F. Weinbach
                                        Chairman and
                                        Chief Executive Officer

                                POWER OF ATTORNEY

                  The officers and directors of Automatic Data Processing, Inc.
whose signatures appear below hereby constitute and appoint Arthur F. Weinbach
and James B. Benson, and each of them (with full power to each of them to act
alone), their true and lawful attorneys-in-fact, with full powers of
substitution and resubstitution, to sign and execute on behalf of the
undersigned any and all amendments, including post-effective amendments, to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and each of the undersigned does hereby ratify and confirm all that said
attorneys-in-fact shall do or cause to be done by virtue thereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below on September 6, 2001 by the
following persons in the capacities indicated.

SIGNATURE                               TITLE
---------                               -----

/s/ Arthur F. Weinbach                  Chairman, Chief Executive Officer and
-----------------------------           Director
    Arthur F. Weinbach                  (Principal Executive Officer)

/s/ Karen E. Dykstra                    Vice President, Finance
-----------------------------           (Principal Financial Officer and
    Karen E. Dykstra                    Controller)

_____________________________           Director
    Gregory D. Brenneman

/s/ Gary C. Butler                      Director
-----------------------------
    Gary C. Butler

_____________________________           Director
    Joseph  A. Califano, Jr.

/s/ Leon G. Cooperman                   Director
-----------------------------
    Leon G. Cooperman

                                      II-6
7

SIGNATURE                               TITLE
---------                               -----

/s/ George H. Heilmeier                 Director
-----------------------------
    George H. Heilmeier

_____________________________           Director
    Ann Dibble Jordan

/s/ Harvey M. Krueger                   Director
-----------------------------
    Harvey M. Krueger

/s/ Frederic V. Malek                   Director
-----------------------------
    Frederic V. Malek

/s/ Henry Taub                          Director
-----------------------------
    Henry Taub

_____________________________           Director
    Laurence A. Tisch

/s/ Josh S. Weston                      Director
-----------------------------
    Josh S. Weston

                                      II-7
INDEX TO EXHIBITS
                                -----------------

EXHIBITS
--------

4.1               The Avert, Inc. Amended and Restated 1994 Stock Incentive Plan
                  (incorporated by reference to Exhibit 10.6 to Avert, Inc.'s
                  Form 10-KSB filed with the Commission on March 30, 2001 (the
                  "Form 10-KSB"))

4.2               Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 to
                  Registrant's Registration Statement on Form S-4 filed with the
                  Commission on February 9, 1999)

4.3               Amended and Restated By-laws of the Registrant (incorporated
                  by reference to Exhibit 3.2 to Registrant's Quarterly Report
                  on Form 10-Q for the fiscal quarter ended December 31, 2000,
                  No. 1-05397)

4.4               Form of the Registrant's common stock certificate
                  (incorporated by reference to Exhibit 4.4 to Registrant's
                  Registration Statement on Form S-3 filed with the Commission
                  on January 21, 1992, No. 33-45150)

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

24.1*             Power of Attorney (included on signature page)

------------------------
*   Filed herewith.