<PAGE>
                As filed with the Securities and Exchange Commission
                                 on December 13 1994

                                               Registration Number 33-
<PAGE>



                         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 PERSONAL INVESTMENT 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   Proposed
                                    maximum    maximum
     Title of           Amount      offering   aggregate     Amount of
     Securities         to be      price per  offering    Registration
     to be registered(1)registered share(2)   price (2)       fee
     Common Stock,
     $.50 par value   1,000,000 shares  $24.00  $24,000,000   $8,276

     (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933
          (the "Act"), this Registration Statement also covers an indeterminate
          amount of interests to be offered or sold pursuant to the employee
          benefit plan described herein.
     (2)  Estimated solely for the purpose of calculating the amount of the
          registration fee pursuant to Rule 457(c) and 457(h)(1) under the Act,
          based on the average high and low sale prices reported for the
          Registrant's Common Stock on the New York Stock Exchange on December
          7, 1994.
     <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") and by the
<PAGE>


     Ceridian Corporation Personal Investment Plan (the ``
                                                         Plan'') 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)  The Plan's Annual Report on Form 11-K for the year ended December 31,
     1993;

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

     (4)  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 and by the Plan 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 Company's Common Stock is registered under Section 12 of the
     Exchange Act.

     Item 5.  Interests of Named Experts and Counsel

          The consolidated financial statements and financial statement
     schedules of the Company and the Plan as of December 31, 1993 and 1992 and
     for each of the years in the three-year period ended December 31, 1993 have
     been incorporated by reference in this registration statement in reliance
     upon the report of KPMG Peat Marwick LLP, independent certified public
     accountants, incorporated by reference herein, and upon the authority of
     said firm as experts in accounting and auditing.  The report of KPMG Peat
     Marwick LLP covering the December 31, 1993 consolidated financial
     statements of the Company refers to a change in the method of accounting
     for post-retirement benefits other than pensions in 1992.  To the extent
     that KPMG Peat Marwick LLP examines and reports on financial statements of
     the Company and of the Plan issued at future dates, and consents to the use
     of their reports thereon, such financial statements also will be
     incorporated by reference in this registration statement in reliance upon
     their reports and said authority.


                                          2
     <PAGE>
     Item 6.  Indemnification of Directors and Officers

          Section 145 of the General Corporation Law of the State of Delaware
     ("DGCL") grants each corporation organized thereunder, such as the Company,
     the power to indemnify its directors and officers against liability for
     certain of their acts.  Section 102(b)(7) of the DGCL permits a provision
     in the certificate of incorporation of each corporation organized
<PAGE>


     thereunder eliminating or limiting, with certain exceptions, the personal
     liability of a director to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director.  The Company's
     certificate of incorporation contains such a provision.  The foregoing
     statements are subject to the detailed provisions of Sections 145 and
     102(b)(7) of the DGCL.

          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 or her status as an officer, director
     or employee.  The Company has also by contract agreed to indemnify its
     directors against damages, judgments, settlements and costs arising out of
     any actions against the directors brought by reason of the fact that they
     are or were directors.  The Company maintains directors' and officers'
     liability insurance, including a reimbursement policy in favor of the
     Company.

     Iem 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 (1)

      4.02     Bylaws of Ceridian Corporation, as amended (2)

      4.03     Ceridian Corporation Personal Investment Plan (1995 Revision)

     23.01     Consent of KPMG Peat Marwick LLP

     24.01     Power of Attorney

     The following exhibits were filed as part of previous Company filings with
     the Commission as listed below, and are incorporated herein by reference:

       (1)     Registration Statement on Form S-8, Exhibit 4.01
               (File No. 33-54379)

       (2)     Form 10-Q for the quarter ended September 30, 1993,
               Exhibit 3.01 (File No. 1-1969)

     The undersigned registrant hereby undertakes to submit the Plan and any
     amendment thereto to the Internal Revenue Service ("IRS") in a timely
     manner and will make all changes required by the IRS in order to qualify
     the Plan under Section 401 of the Internal Revenue Code.

                                         -3-
     <PAGE>
     Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:
<PAGE>



          (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

                                         -4-
     <PAGE>
<PAGE>


     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.



                                         -5-

     <PAGE>
                                     SIGNATURES

     The Registrant.  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 December 13, 1994.

                                             CERIDIAN CORPORATION
                                             /s/John R. Eickhoff
                                             By:  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 December 13, 1994 by the
     following persons in the capacities indicated.

     */s/Lawrence Perlman               */s/Ruth M. Davis
     Lawrence Perlman                   Ruth M. Davis
     Chairman, President                Director
     and Chief Executive
     Officer                            */s/Allen W. Dawson
     (Principal Executive               Allen W. Dawson
     Officer and Director)              Director

                                        */s/Ronald James
     /s/John R. Eickhoff                Ronald James
     John R. Eickhoff                   Director
     Vice President and
     Chief Financial Officer            */s/Richard G. Lareau
     (Principal Financial               Richard G. Lareau
     Officer)                           Director

                                        _
                                        _____
                                             _____
                                                  _____
                                                       _____
                                                            _____
                                                                 

     /s/Loren D. Gross                  George R. Lewis
     Loren D. Gross                     Director
     Vice President and Corporate
     Controller (Principal              ____________________
                                        */s/Charles Marshall_____
                                                                 

     Accounting Officer)                Charles Marshall
                                        Director
<PAGE>



                                        ________________
                                        Carole J. Uhrich____
                                                            _____
                                                                 

                                        Carole J. Uhrich
                                        Director
     *By  /s/John A. Haveman
          John A. Haveman               _____________________
                                        */s/Richard W. Vieser____
                                                                 

          Attorney-in-fact              Richard W. Vieser
                                        Director

                                        _________________
                                        */s/Paul S. Walsh___
                                                            _____
                                                                 

                                        Paul S. Walsh
                                        Director



                                         -5-

     <PAGE>
     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
     trustees (or other persons who administer the employee benefit plan) have
     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 December 13, 1994.



                              CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN

                              By:  Ceridian Corporation Retirement Committee

                              By:  /s/John A. Haveman
                                   John A. Haveman
                                   Secretary to and Member of Ceridian
                                   Corporation Retirement Committee




                                         -6-
     <PAGE>
                                    EXHIBIT INDEX



     Exhibit        Description                                  Code

      4.01     Restated Certificate of Incorporation of          IBR
               Ceridian Corporation

      4.02     Bylaws of Ceridian Corporation, as amended        IBR

      4.03     Ceridian Corporation Savings and Investment Plan  E
               (1995 Revision)

     23.01     Consent of KPMG Peat Marwick LLP                  E
<PAGE>



     24.01     Power of Attorney                                 E


     Legend:   E         Electronic Filing
               IBR       Incorporated by Reference
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17419}]
{"company-data": {"conformed-name": "CERIDIAN CORP", "cik": "0000109758", "assigned-sic": "3570", "irs-number": "520278528", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56833", "film-number": "94564596"}, "business-address": {"street1": "8100 34TH AVE S", "city": "MINNEAPOLIS", "state": "MN", "zip": "55425", "phone": "6128538100"}, "former-company": [{"former-conformed-name": "CONTROL DATA CORP /DE/", "date-changed": "19920703"}, {"former-conformed-name": "COMMERCIAL CREDIT CO", "date-changed": "19680910"}]}
As filed with the Securities and Exchange Commission
                                 on December 13 1994

                                               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)

         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 PERSONAL INVESTMENT 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   Proposed
                                    maximum    maximum
     Title of           Amount      offering   aggregate     Amount of
     Securities         to be      price per  offering    Registration
     to be registered(1)registered share(2)   price (2)       fee
     Common Stock,
     $.50 par value   1,000,000 shares  $24.00  $24,000,000   $8,276

     (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933
          (the "Act"), this Registration Statement also covers an indeterminate
          amount of interests to be offered or sold pursuant to the employee
          benefit plan described herein.
     (2)  Estimated solely for the purpose of calculating the amount of the
          registration fee pursuant to Rule 457(c) and 457(h)(1) under the Act,
          based on the average high and low sale prices reported for the
          Registrant's Common Stock on the New York Stock Exchange on December
          7, 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") and by the
Ceridian Corporation Personal Investment Plan (the ``
                                                         Plan'') 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)  The Plan's Annual Report on Form 11-K for the year ended December 31,
     1993;

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

     (4)  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 and by the Plan 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 Company's Common Stock is registered under Section 12 of the
     Exchange Act.

     Item 5.  Interests of Named Experts and Counsel

          The consolidated financial statements and financial statement
     schedules of the Company and the Plan as of December 31, 1993 and 1992 and
     for each of the years in the three-year period ended December 31, 1993 have
     been incorporated by reference in this registration statement in reliance
     upon the report of KPMG Peat Marwick LLP, independent certified public
     accountants, incorporated by reference herein, and upon the authority of
     said firm as experts in accounting and auditing.  The report of KPMG Peat
     Marwick LLP covering the December 31, 1993 consolidated financial
     statements of the Company refers to a change in the method of accounting
     for post-retirement benefits other than pensions in 1992.  To the extent
     that KPMG Peat Marwick LLP examines and reports on financial statements of
     the Company and of the Plan issued at future dates, and consents to the use
     of their reports thereon, such financial statements also will be
     incorporated by reference in this registration statement in reliance upon
     their reports and said authority.

                                          2
Item 6.  Indemnification of Directors and Officers

          Section 145 of the General Corporation Law of the State of Delaware
     ("DGCL") grants each corporation organized thereunder, such as the Company,
     the power to indemnify its directors and officers against liability for
     certain of their acts.  Section 102(b)(7) of the DGCL permits a provision
     in the certificate of incorporation of each corporation organized
thereunder eliminating or limiting, with certain exceptions, the personal
     liability of a director to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director.  The Company's
     certificate of incorporation contains such a provision.  The foregoing
     statements are subject to the detailed provisions of Sections 145 and
     102(b)(7) of the DGCL.

          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 or her status as an officer, director
     or employee.  The Company has also by contract agreed to indemnify its
     directors against damages, judgments, settlements and costs arising out of
     any actions against the directors brought by reason of the fact that they
     are or were directors.  The Company maintains directors' and officers'
     liability insurance, including a reimbursement policy in favor of the
     Company.

     Iem 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 (1)

      4.02     Bylaws of Ceridian Corporation, as amended (2)

      4.03     Ceridian Corporation Personal Investment Plan (1995 Revision)

     23.01     Consent of KPMG Peat Marwick LLP

     24.01     Power of Attorney

     The following exhibits were filed as part of previous Company filings with
     the Commission as listed below, and are incorporated herein by reference:

       (1)     Registration Statement on Form S-8, Exhibit 4.01
               (File No. 33-54379)

       (2)     Form 10-Q for the quarter ended September 30, 1993,
               Exhibit 3.01 (File No. 1-1969)

     The undersigned registrant hereby undertakes to submit the Plan and any
     amendment thereto to the Internal Revenue Service ("IRS") in a timely
     manner and will make all changes required by the IRS in order to qualify
     the Plan under Section 401 of the Internal Revenue Code.

                                         -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

                                         -4-
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.

                                         -5-
SIGNATURES

     The Registrant.  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 December 13, 1994.

                                             CERIDIAN CORPORATION
                                             /s/John R. Eickhoff
                                             By:  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 December 13, 1994 by the
     following persons in the capacities indicated.

     */s/Lawrence Perlman               */s/Ruth M. Davis
     Lawrence Perlman                   Ruth M. Davis
     Chairman, President                Director
     and Chief Executive
     Officer                            */s/Allen W. Dawson
     (Principal Executive               Allen W. Dawson
     Officer and Director)              Director

                                        */s/Ronald James
     /s/John R. Eickhoff                Ronald James
     John R. Eickhoff                   Director
     Vice President and
     Chief Financial Officer            */s/Richard G. Lareau
     (Principal Financial               Richard G. Lareau
     Officer)                           Director

                                        _
                                        _____
                                             _____
                                                  _____
                                                       _____
                                                            _____
                                                                 

     /s/Loren D. Gross                  George R. Lewis
     Loren D. Gross                     Director
     Vice President and Corporate
     Controller (Principal              ____________________
                                        */s/Charles Marshall_____
                                                                 

     Accounting Officer)                Charles Marshall
                                        Director
________________
                                        Carole J. Uhrich____
                                                            _____
                                                                 

                                        Carole J. Uhrich
                                        Director
     *By  /s/John A. Haveman
          John A. Haveman               _____________________
                                        */s/Richard W. Vieser____
                                                                 

          Attorney-in-fact              Richard W. Vieser
                                        Director

                                        _________________
                                        */s/Paul S. Walsh___
                                                            _____
                                                                 

                                        Paul S. Walsh
                                        Director

                                         -5-
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
     trustees (or other persons who administer the employee benefit plan) have
     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 December 13, 1994.

                              CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN

                              By:  Ceridian Corporation Retirement Committee

                              By:  /s/John A. Haveman
                                   John A. Haveman
                                   Secretary to and Member of Ceridian
                                   Corporation Retirement Committee

                                         -6-
EXHIBIT INDEX

     Exhibit        Description                                  Code

      4.01     Restated Certificate of Incorporation of          IBR
               Ceridian Corporation

      4.02     Bylaws of Ceridian Corporation, as amended        IBR

      4.03     Ceridian Corporation Savings and Investment Plan  E
               (1995 Revision)

     23.01     Consent of KPMG Peat Marwick LLP                  E
24.01     Power of Attorney                                 E

     Legend:   E         Electronic Filing
               IBR       Incorporated by Reference