<PAGE>
                                                    REGISTRATION NUMBER 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              CERIDIAN CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                           <C>
         DELAWARE                                 52-0278528
 (State of incorporation)          (I.R.S. Employer Identification Number)
</TABLE>

                             8100 34TH AVENUE SOUTH
                          MINNEAPOLIS, MINNESOTA 55425
                    (Address of principal executive offices)

            CERIDIAN CORPORATION/TESSERACT LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                JOHN A. HAVEMAN
                          VICE PRESIDENT AND SECRETARY
                              CERIDIAN CORPORATION
                             8100 34TH AVENUE SOUTH
                          MINNEAPOLIS, MINNESOTA 55425
                                 (612) 853-7425
           (Name, address and telephone number of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                            PROPOSED MAXIMUM    PROPOSED MAXIMUM
         TITLE OF SECURITIES               AMOUNT TO         OFFERING PRICE    AGGREGATE OFFERING      AMOUNT OF
          TO BE REGISTERED             BE REGISTERED (1)     PER SHARE (2)         PRICE (2)        REGISTRATION FEE
<S>                                    <C>                 <C>                 <C>                 <C>
Common Stock,
 $.50 par value......................    500,000 shares          $24.13           $12,065,000          $4,160.34
<FN>
(1)  In  addition, pursuant  to Rule  416 under the  Securities Act  of 1933, as
     amended, this Registration  Statement includes an  indeterminate number  of
     additional shares as may be issuable as a result of antidilution provisions
     described herein.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee, based on  the average high and  low sale prices  reported
     for  the Registrant's Common Stock  on the New York  Stock Exchange on June
     28, 1994.
</TABLE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The  following documents filed  with the Securities  and Exchange Commission
(the "Commission") by Ceridian Corporation  (the "Company") are incorporated  in
this registration statement by reference:

        (1) The Company's Annual Report on Form 10-K for the year ended December
    31, 1993;

        (2)  All other reports filed by the Company pursuant to Section 13(a) or
    15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since December
    31, 1993;

        (3) The description of  the Company's common stock,  par value $.50  per
    share,  contained in the Company's Registration  Statement on Form S-8, File
    No. 33-26839.

    All documents filed by the Company with the Commission pursuant to  Sections
13(a),  13(c),  14  or  15(d)  of  the  Exchange  Act  after  the  date  of this
Registration Statement and  prior to  the filing of  a post-effective  amendment
which  indicates that all securities offered 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 a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

    The class  of securities  to  be offered,  the  Company's common  stock,  is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    John  A. Haveman,  Vice President,  Secretary and  Managing Counsel  for the
Company, has provided  an opinion  as to the  legality of  the securities  being
registered  hereby. Mr. Haveman is not  eligible to participate in the Company's
Tesseract Long-Term Incentive Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Subsection (a) of Section 145 of the General Corporation Law of the State of
Delaware ("DGCL") empowers a corporation to 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  (other than an action by or  in the right of the corporation), by
reason of the fact that he is or  was a director, officer, employee or agent  of
the  corporation, or is  or was serving at  the request of  the corporation as a
director, officer, 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 in connection with  such action, suit or proceeding  if he 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  with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe his conduct was unlawful.

    Subsection (b) of Section 145 empowers a corporation to indemnify any person
who  was or is a  party or is threatened  to be made a  party to any threatened,
pending or completed action  or suit by  or in the right  of the corporation  by
reason  of the fact  that such person acted  in any of  the capacities set forth
above, against  expenses (including  attorneys'  fees) actually  and  reasonably
incurred  by him in connection with the  defense or settlement of such action or
suit if he acted in good faith and  in a manner he reasonably believed to be  in
or  not  opposed  to the  best  interests  of the  corporation,  except  that no
indemnification may 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 court in which such action or suit was brought shall
determine  that in  view of all  the circumstances  of the case,  such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

    Section 102(b) of the DGCL provides that a certificate of incorporation  may
contain a provision eliminating or limiting the personal liability of a director
to  the  corporation or  its  stockholders for  monetary  damages for  breach of
fiduciary  duty  as  a  director,   provided  that  such  provision  shall   not

                                       2
<PAGE>
eliminate  or  limit the  liability  of a  director (i)  for  any 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 DGCL, or (iv) for any
transaction from  which  the  director derived  an  improper  personal  benefit.
Article   VII   of   the  Company's   Restated   Certificate   of  Incorporation
correspondingly provides that a director of  the Company shall not be liable  to
the  Company  or  its  stockholders  for  monetary  damages  for  breach  of the
director's fiduciary  duty  except to  the  extent  that DGCL  does  not  permit
exemption from or limitation of such liability.

    Article VI of the Company's Bylaws provides that the Company shall indemnify
its  officers, directors  and employees to  the fullest extent  permitted by the
DGCL in connection with  proceedings with which any  such person is involved  by
virtue  of his status  as an officer,  director or employee.  Article VII of the
Company's Bylaws provides that the Company  shall have the express authority  to
enter  into such agreements as its Board  of Directors deems appropriate for the
indemnification of present  or future directors  or officers of  the Company  in
connection  with their  service to,  or status  with, the  Company or  any other
corporation, entity  or enterprise  with  whom such  person  is serving  at  the
express   written  request  of  the  Company.   The  Company  has  entered  into
indemnification contracts  with each  of  its directors  which provide  for  the
prompt  indemnification  "to the  fullest  extent permitted  by  applicable law"
against any and all expenses (including attorneys' fees), judgments,  penalties,
fines  and amounts  paid in settlement  of any threatened,  pending or completed
action, suit or proceeding related  to the fact that such  director is or was  a
director,   officer,  employee,  agent  or  fiduciary  of  another  corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise  at
the  express written  request of the  Company. In  addition, the indemnification
contracts provide for the advancement of expenses (including attorneys' fees) to
such directors upon their request.

    For situations  where the  Company either  lacks authority  or is  otherwise
unable  to indemnify its directors or officers, the Company maintains directors'
and officers' liability  insurance, which  insures the  Company's directors  and
officers against damages, judgments, settlements and costs incurred by reason of
wrongful  acts committed by such persons  in their official capacities. Although
subject to substantial deductibles, the Company also maintains insurance against
its indemnification obligations described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS

    The following  is a  complete  list of  Exhibits  filed or  incorporated  by
reference as part of this registration statement:

<TABLE>
<CAPTION>
EXHIBIT                                DESCRIPTION
--------  ----------------------------------------------------------------------
<C>       <S>
     4.01 Restated Certificate of Incorporation of Ceridian Corporation
     4.02 Bylaws of Ceridian Corporation, as amended (1)
     4.03 Ceridian Corporation/Tesseract Long-Term Incentive Plan
     5.01 Opinion and Consent of John A. Haveman
    24.01 Consent of Counsel (included in Exhibit 5.01)
    24.02 Consent of KPMG Peat Marwick
    25.01 Power of Attorney
</TABLE>

    The  following exhibit was filed  as part of a  previous Company filing with
the Commission (File No. 1-1969) as listed below, and is incorporated herein  by
reference:

        (1) Form 10-Q for the quarter ended September 30, 1993 (Exhibit 3.01)

                                       3
<PAGE>
ITEM 9.  UNDERTAKINGS

    (a) 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:

           (i) To include  any prospectus  required by section  10(a)(3) of  the
       Securities Act of 1933;

           (ii)  To reflect in the prospectus  any facts or events arising after
       the effective  date of  the registration  statement (or  the most  recent
       post-effective   amendment  thereof)   which,  individually   or  in  the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement;

          (iii) To include any material information with respect to the plan  of
       distribution  not previously  disclosed in the  registration statement or
       any material change to such information in the registration statement;

    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply  if
the  registration  statement is  on Form  S-3  or Form  S-8 and  the information
required to be  included in a  post-effective amendment by  those paragraphs  is
contained  in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the  Securities Exchange Act of  1934 that are incorporated  by
reference in the 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 bonafide offering thereof.

        (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.

    (b) 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  (and, where  applicable,  each filing  of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of  1934)  that is  incorporated  by reference  in the
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.

    (h) 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  foregoing  provisions,  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.

                                       4
<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 to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Minneapolis, State of Minnesota, as of June 30, 1994.

                                          CERIDIAN CORPORATION
                                          By:          /s/ J.R. EICKHOFF

                                             -----------------------------------
                                                      John R. Eickhoff
                                                     VICE PRESIDENT AND
                                                   CHIEF FINANCIAL OFFICER

    Pursuant   to  the  requirements  of  the   Securities  Act  of  1933,  this
registration statement has  been signed  as of June  30, 1993  by the  following
persons in the capacities indicated.

<TABLE>
<S>                                         <C>
               */s/ LAWRENCE PERLMAN
------------------------------------------
             Lawrence Perlman
         Chairman, President and
         Chief Executive Officer
       (Principal Executive Officer
              and Director)

                  /s/ J.R. EICKHOFF
------------------------------------------
             John R. Eickhoff
            Vice President and
         Chief Financial Officer
      (Principal Financial Officer)

                 /s/ LOREN D. GROSS
------------------------------------------
              Loren D. Gross
            Vice President and
           Corporate Controller
      (Principal Accounting Officer)

------------------------------------------
              Ruth M. Davis
                 Director

                */s/ ALLEN W. DAWSON
------------------------------------------
             Allen W. Dawson
                 Director

                  */s/ RONALD JAMES
------------------------------------------
               Ronald James
                 Director

              */s/ RICHARD G. LAREAU
------------------------------------------
            Richard G. Lareau
                 Director

               */s/ CHARLES MARSHALL
------------------------------------------
             Charles Marshall
                 Director

               */s/ RICHARD W. VIESER
------------------------------------------
            Richard W. Vieser
                 Director

                 */s/ PAUL S. WALSH
------------------------------------------
              Paul S. Walsh
                 Director
</TABLE>

<TABLE>
<S>                                           <C>
      *By          /s/ JOHN A. HAVEMAN
  ---------------------------------------
              John A. Haveman
              Attorney-in-fact
</TABLE>

                                       5
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
  EXHIBIT                                               DESCRIPTION                                                CODE
-----------  --------------------------------------------------------------------------------------------------  ---------
<C>          <S>                                                                                                 <C>
       4.01  Restated Certificate of Incorporation of Ceridian Corporation.....................................  E
       4.02  Bylaws of Ceridian Corporation, as amended........................................................  IBR
       4.03  Ceridian Corporation/Tesseract Long-Term Incentive Plan...........................................  E
       5.01  Opinion and Consent of John A. Haveman............................................................  E
      24.01  Consent of Counsel (included in Exhibit 5.01).....................................................  E
      24.02  Consent of KPMG Peat Marwick......................................................................  E
      25.01  Power of Attorney.................................................................................  E
</TABLE>

<TABLE>
<S>        <C>        <C>
Legend:    E          Electronic Filing
           IBR        Incorporated by Reference
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19552}]
REGISTRATION NUMBER 33-
--------------------------------------------------------------------------------
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              CERIDIAN CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                 52-0278528
 (State of incorporation)          (I.R.S. Employer Identification Number)
8100 34TH AVENUE SOUTH
                          MINNEAPOLIS, MINNESOTA 55425
                    (Address of principal executive offices)

            CERIDIAN CORPORATION/TESSERACT LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                JOHN A. HAVEMAN
                          VICE PRESIDENT AND SECRETARY
                              CERIDIAN CORPORATION
                             8100 34TH AVENUE SOUTH
                          MINNEAPOLIS, MINNESOTA 55425
                                 (612) 853-7425
           (Name, address and telephone number of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM    PROPOSED MAXIMUM
         TITLE OF SECURITIES               AMOUNT TO         OFFERING PRICE    AGGREGATE OFFERING      AMOUNT OF
          TO BE REGISTERED             BE REGISTERED (1)     PER SHARE (2)         PRICE (2)        REGISTRATION FEE
Common Stock,
 $.50 par value......................    500,000 shares          $24.13           $12,065,000          $4,160.34
(1)  In  addition, pursuant  to Rule  416 under the  Securities Act  of 1933, as
     amended, this Registration  Statement includes an  indeterminate number  of
     additional shares as may be issuable as a result of antidilution provisions
     described herein.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee, based on  the average high and  low sale prices  reported
     for  the Registrant's Common Stock  on the New York  Stock Exchange on June
     28, 1994.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The  following documents filed  with the Securities  and Exchange Commission
(the "Commission") by Ceridian Corporation  (the "Company") are incorporated  in
this registration statement by reference:

        (1) The Company's Annual Report on Form 10-K for the year ended December
    31, 1993;

        (2)  All other reports filed by the Company pursuant to Section 13(a) or
    15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since December
    31, 1993;

        (3) The description of  the Company's common stock,  par value $.50  per
    share,  contained in the Company's Registration  Statement on Form S-8, File
    No. 33-26839.

    All documents filed by the Company with the Commission pursuant to  Sections
13(a),  13(c),  14  or  15(d)  of  the  Exchange  Act  after  the  date  of this
Registration Statement and  prior to  the filing of  a post-effective  amendment
which  indicates that all securities offered 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 a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

    The class  of securities  to  be offered,  the  Company's common  stock,  is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    John  A. Haveman,  Vice President,  Secretary and  Managing Counsel  for the
Company, has provided  an opinion  as to the  legality of  the securities  being
registered  hereby. Mr. Haveman is not  eligible to participate in the Company's
Tesseract Long-Term Incentive Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Subsection (a) of Section 145 of the General Corporation Law of the State of
Delaware ("DGCL") empowers a corporation to 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  (other than an action by or  in the right of the corporation), by
reason of the fact that he is or  was a director, officer, employee or agent  of
the  corporation, or is  or was serving at  the request of  the corporation as a
director, officer, 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 in connection with  such action, suit or proceeding  if he 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  with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe his conduct was unlawful.

    Subsection (b) of Section 145 empowers a corporation to indemnify any person
who  was or is a  party or is threatened  to be made a  party to any threatened,
pending or completed action  or suit by  or in the right  of the corporation  by
reason  of the fact  that such person acted  in any of  the capacities set forth
above, against  expenses (including  attorneys'  fees) actually  and  reasonably
incurred  by him in connection with the  defense or settlement of such action or
suit if he acted in good faith and  in a manner he reasonably believed to be  in
or  not  opposed  to the  best  interests  of the  corporation,  except  that no
indemnification may 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 court in which such action or suit was brought shall
determine  that in  view of all  the circumstances  of the case,  such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

    Section 102(b) of the DGCL provides that a certificate of incorporation  may
contain a provision eliminating or limiting the personal liability of a director
to  the  corporation or  its  stockholders for  monetary  damages for  breach of
fiduciary  duty  as  a  director,   provided  that  such  provision  shall   not

                                       2
eliminate  or  limit the  liability  of a  director (i)  for  any 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 DGCL, or (iv) for any
transaction from  which  the  director derived  an  improper  personal  benefit.
Article   VII   of   the  Company's   Restated   Certificate   of  Incorporation
correspondingly provides that a director of  the Company shall not be liable  to
the  Company  or  its  stockholders  for  monetary  damages  for  breach  of the
director's fiduciary  duty  except to  the  extent  that DGCL  does  not  permit
exemption from or limitation of such liability.

    Article VI of the Company's Bylaws provides that the Company shall indemnify
its  officers, directors  and employees to  the fullest extent  permitted by the
DGCL in connection with  proceedings with which any  such person is involved  by
virtue  of his status  as an officer,  director or employee.  Article VII of the
Company's Bylaws provides that the Company  shall have the express authority  to
enter  into such agreements as its Board  of Directors deems appropriate for the
indemnification of present  or future directors  or officers of  the Company  in
connection  with their  service to,  or status  with, the  Company or  any other
corporation, entity  or enterprise  with  whom such  person  is serving  at  the
express   written  request  of  the  Company.   The  Company  has  entered  into
indemnification contracts  with each  of  its directors  which provide  for  the
prompt  indemnification  "to the  fullest  extent permitted  by  applicable law"
against any and all expenses (including attorneys' fees), judgments,  penalties,
fines  and amounts  paid in settlement  of any threatened,  pending or completed
action, suit or proceeding related  to the fact that such  director is or was  a
director,   officer,  employee,  agent  or  fiduciary  of  another  corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise  at
the  express written  request of the  Company. In  addition, the indemnification
contracts provide for the advancement of expenses (including attorneys' fees) to
such directors upon their request.

    For situations  where the  Company either  lacks authority  or is  otherwise
unable  to indemnify its directors or officers, the Company maintains directors'
and officers' liability  insurance, which  insures the  Company's directors  and
officers against damages, judgments, settlements and costs incurred by reason of
wrongful  acts committed by such persons  in their official capacities. Although
subject to substantial deductibles, the Company also maintains insurance against
its indemnification obligations described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS

    The following  is a  complete  list of  Exhibits  filed or  incorporated  by
reference as part of this registration statement:
EXHIBIT                                DESCRIPTION
--------  ----------------------------------------------------------------------
4.01 Restated Certificate of Incorporation of Ceridian Corporation
     4.02 Bylaws of Ceridian Corporation, as amended (1)
     4.03 Ceridian Corporation/Tesseract Long-Term Incentive Plan
     5.01 Opinion and Consent of John A. Haveman
    24.01 Consent of Counsel (included in Exhibit 5.01)
    24.02 Consent of KPMG Peat Marwick
    25.01 Power of Attorney
The  following exhibit was filed  as part of a  previous Company filing with
the Commission (File No. 1-1969) as listed below, and is incorporated herein  by
reference:

        (1) Form 10-Q for the quarter ended September 30, 1993 (Exhibit 3.01)

                                       3
ITEM 9.  UNDERTAKINGS

    (a) 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:

           (i) To include  any prospectus  required by section  10(a)(3) of  the
       Securities Act of 1933;

           (ii)  To reflect in the prospectus  any facts or events arising after
       the effective  date of  the registration  statement (or  the most  recent
       post-effective   amendment  thereof)   which,  individually   or  in  the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement;

          (iii) To include any material information with respect to the plan  of
       distribution  not previously  disclosed in the  registration statement or
       any material change to such information in the registration statement;

    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply  if
the  registration  statement is  on Form  S-3  or Form  S-8 and  the information
required to be  included in a  post-effective amendment by  those paragraphs  is
contained  in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the  Securities Exchange Act of  1934 that are incorporated  by
reference in the 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 bonafide offering thereof.

        (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.

    (b) 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  (and, where  applicable,  each filing  of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of  1934)  that is  incorporated  by reference  in the
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.

    (h) 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  foregoing  provisions,  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.

                                       4
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 to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Minneapolis, State of Minnesota, as of June 30, 1994.

                                          CERIDIAN CORPORATION
                                          By:          /s/ J.R. EICKHOFF

                                             -----------------------------------
                                                      John R. Eickhoff
                                                     VICE PRESIDENT AND
                                                   CHIEF FINANCIAL OFFICER

    Pursuant   to  the  requirements  of  the   Securities  Act  of  1933,  this
registration statement has  been signed  as of June  30, 1993  by the  following
persons in the capacities indicated.
*/s/ LAWRENCE PERLMAN
------------------------------------------
             Lawrence Perlman
         Chairman, President and
         Chief Executive Officer
       (Principal Executive Officer
              and Director)

                  /s/ J.R. EICKHOFF
------------------------------------------
             John R. Eickhoff
            Vice President and
         Chief Financial Officer
      (Principal Financial Officer)

                 /s/ LOREN D. GROSS
------------------------------------------
              Loren D. Gross
            Vice President and
           Corporate Controller
      (Principal Accounting Officer)

------------------------------------------
              Ruth M. Davis
                 Director

                */s/ ALLEN W. DAWSON
------------------------------------------
             Allen W. Dawson
                 Director

                  */s/ RONALD JAMES
------------------------------------------
               Ronald James
                 Director

              */s/ RICHARD G. LAREAU
------------------------------------------
            Richard G. Lareau
                 Director

               */s/ CHARLES MARSHALL
------------------------------------------
             Charles Marshall
                 Director

               */s/ RICHARD W. VIESER
------------------------------------------
            Richard W. Vieser
                 Director

                 */s/ PAUL S. WALSH
------------------------------------------
              Paul S. Walsh
                 Director
*By          /s/ JOHN A. HAVEMAN
  ---------------------------------------
              John A. Haveman
              Attorney-in-fact
5
EXHIBIT INDEX
EXHIBIT                                               DESCRIPTION                                                CODE
-----------  --------------------------------------------------------------------------------------------------  ---------
4.01  Restated Certificate of Incorporation of Ceridian Corporation.....................................  E
       4.02  Bylaws of Ceridian Corporation, as amended........................................................  IBR
       4.03  Ceridian Corporation/Tesseract Long-Term Incentive Plan...........................................  E
       5.01  Opinion and Consent of John A. Haveman............................................................  E
      24.01  Consent of Counsel (included in Exhibit 5.01).....................................................  E
      24.02  Consent of KPMG Peat Marwick......................................................................  E
      25.01  Power of Attorney.................................................................................  E
Legend:    E          Electronic Filing
           IBR        Incorporated by Reference