<PAGE>
                       As filed with the Securities and Exchange Commission
                                   on May 14, 1996

                                             Registration Number 333-

                         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 1996 DIRECTOR PERFORMANCE 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   Proposed
          Title of                      maximum    maximum
          Securities     Amount         offering   aggregate     Amount of
          to be          to be          price per  offering    Registration
          registered     registered (1) share(2)   price (2)     fee

          Common Stock,
          $0.50 par value 125,000 shares  $46.94   $5,867,500   $2,023.28

          (1)  In addition, pursuant to Rule 416(c) under the Securities
               Act of 1933 (the "Act"), this Registration Statement also
               covers an indeterminate number of interests to be offered or
               sold pursuant to the 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)
               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 May 8, 1996.
<PAGE>


          <PAGE>
             Part II Information Required in the Registration Statement

          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, 1995;

          (2)  The Company's Quarterly Report on Form 10-Q for the quarters
               ended March 31, 1996;

          (3)  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, 1995; and

          (4)  The description of the Company's Common Stock, par value
               $0.50 per share, contained in the Company's Registration
               Statement on Form S-4, File No. 33-64089.

               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 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 Associate
          General Counsel for the Company, has provided an opinion as to
          the legality of the securities being registered hereby.  As a
          result of awards under stock-based compensation plans maintained
          by the Company, Mr. Haveman is the owner of 2,022 shares of the
          Company's Common Stock, holds options to acquire 15,466 shares of
          such stock, and holds 8,956 shares of such stock that are subject
          to restrictions on transferability and possible forfeiture.  He
          is not eligible to participate in the 1996 Director Performance
          Incentive Plan.


                                          2
<PAGE>


          <PAGE>
               The consolidated financial statements and financial
          statement schedules of the Company for each of the years in the
          three-year period ended December 31, 1995 have been incorporated
          by reference in this registration statement in reliance upon the
          reports 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.  To
          the extent that KPMG Peat Marwick LLP examines and reports on
          financial statements of the Company 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.

          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.

          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:


                                          3
<PAGE>


          <PAGE>
          Exhibit   Description

           4.1      Restated Certificate of Incorporation of Ceridian
                    Corporation (incorporated by reference to Exhibit 4.01
                    to the Company's Registration Statement on Form S-8
                    (File No. 33-54379))

          4.2       Bylaws of Ceridian Corporation, as amended
                    (incorporated by reference to Exhibit 3.01 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended September 30, 1993 (File No. 1-1969))

           5.1      Opinion and Consent of John A. Haveman

          23.1      Consent of KPMG Peat Marwick LLP

          23.2      Consent of John A. Haveman (included in Exhibit 5.1)

          24.1      Power of Attorney (included on page 5 of this
                    Registration Statement)

          99.1      Ceridian Corporation 1996 Director Performance
                    Incentive Plan

          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.


                                          4
<PAGE>

          <PAGE>
               (2)  That, for the purpose of determining any liability
               under the Securities Act of 1933, each such post-effective
               amendment shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering
               of such securities at that time shall be deemed to be the
               initial bona fide offering thereof.

               (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.

          (c)  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.
                                          5



          <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, on May 14, 1996.

                                        CERIDIAN CORPORATION

                                   By:  /s/John A. Haveman
                                        Vice President and Secretary

                                   POWER OF ATTORNEY

               We, the undersigned officers and directors of Ceridian
          Corporation, hereby severally constitute John R. Eickhoff and
          John A. Haveman, and either of them singly, our true and lawful
          attorneys with full power to them, and each of them singly, to
          sign for us and in our name in the capacities indicated below any
          and all amendments to this Registration Statement on Form S-8
          filed by Ceridian Corporation with the Securities and Exchange
          Commission, and generally to do all such things in our name and
          behalf in such capacities as may be necessary to enable Ceridian
          Corporation to comply with the provisions of the Securities Act
          of 1933, as amended, and all requirements of the Securities and
          Exchange Commission, and we hereby ratify and confirm our
          signatures as they may be signed by our said attorneys, or either
          of them, to any and all such amendments.

               Pursuant to the requirements of the Securities Act of 1933,
          this Registration Statement has been signed as of May 14, 1996 by
          the following persons in the capacities indicated.

          /s/Lawrence Perlman                /s/Ruth M. Davis
          Lawrence Perlman                   Ruth M. Davis, Director
          Chairman, President and
          Chief Executive Officer            /s/Allen W. Dawson
          (Principal Executive               Allen W. Dawson, Director
          Officer and Director)
                                             /s/Ronald James
                                             Ronald James, Director
          /s/J. R. Eickhoff
          J. R. Eickhoff                     /s/Richard G. Lareau
          Executive Vice President           Richard G. Lareau, Director
          and Chief Financial
          Officer (Principal                 /s/George R. Lewis
          Financial Officer)                 George R. Lewis, Director

                                             /s/Charles Marshall
          /s/Loren D. Gross                  Charles Marshall, Director
          Loren D. Gross
          Vice President and Corporate       /s/Carole J. Uhrich
          Controller (Principal              Carole J. Uhrich, Director
          Accounting Officer)
                                             /s/Richard W. Vieser
                                             Richard W. Vieser, Director

                                             /s/Paul S. Walsh
                                             Paul S. Walsh, Director
                                      6

     <PAGE>
     <PAGE>


                                    EXHIBIT INDEX

          Exhibit             Description                        Code

          4.1       Restated Certificate of Incorporation of     IBR
                    Ceridian Corporation

          4.2       Bylaws of Ceridian Corporation, as amended   IBR

          5.1       Opinion and Consent of John A. Haveman       E

          23.1      Consent of KPMG Peat Marwick LLP             E

          23.2      Consent of John A. Haveman
                    (included in Exhibit 5.1)

          24.1      Power of Attorney (included on page 5
                    of the Registration Statement)

          99.1      Ceridian Corporation 1996 Director
                    Performance Incentive Plan                   E


          Legend:   E    Electronic Filing
                    IBR  Incorporated by Reference
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17834}]
{"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": "333-03661", "film-number": "96562994"}, "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 May 14, 1996

                                             Registration Number 333-

                         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 1996 DIRECTOR PERFORMANCE 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   Proposed
          Title of                      maximum    maximum
          Securities     Amount         offering   aggregate     Amount of
          to be          to be          price per  offering    Registration
          registered     registered (1) share(2)   price (2)     fee

          Common Stock,
          $0.50 par value 125,000 shares  $46.94   $5,867,500   $2,023.28

          (1)  In addition, pursuant to Rule 416(c) under the Securities
               Act of 1933 (the "Act"), this Registration Statement also
               covers an indeterminate number of interests to be offered or
               sold pursuant to the 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)
               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 May 8, 1996.
Part II Information Required in the Registration Statement

          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, 1995;

          (2)  The Company's Quarterly Report on Form 10-Q for the quarters
               ended March 31, 1996;

          (3)  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, 1995; and

          (4)  The description of the Company's Common Stock, par value
               $0.50 per share, contained in the Company's Registration
               Statement on Form S-4, File No. 33-64089.

               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 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 Associate
          General Counsel for the Company, has provided an opinion as to
          the legality of the securities being registered hereby.  As a
          result of awards under stock-based compensation plans maintained
          by the Company, Mr. Haveman is the owner of 2,022 shares of the
          Company's Common Stock, holds options to acquire 15,466 shares of
          such stock, and holds 8,956 shares of such stock that are subject
          to restrictions on transferability and possible forfeiture.  He
          is not eligible to participate in the 1996 Director Performance
          Incentive Plan.

                                          2
The consolidated financial statements and financial
          statement schedules of the Company for each of the years in the
          three-year period ended December 31, 1995 have been incorporated
          by reference in this registration statement in reliance upon the
          reports 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.  To
          the extent that KPMG Peat Marwick LLP examines and reports on
          financial statements of the Company 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.

          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.

          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:

                                          3
Exhibit   Description

           4.1      Restated Certificate of Incorporation of Ceridian
                    Corporation (incorporated by reference to Exhibit 4.01
                    to the Company's Registration Statement on Form S-8
                    (File No. 33-54379))

          4.2       Bylaws of Ceridian Corporation, as amended
                    (incorporated by reference to Exhibit 3.01 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended September 30, 1993 (File No. 1-1969))

           5.1      Opinion and Consent of John A. Haveman

          23.1      Consent of KPMG Peat Marwick LLP

          23.2      Consent of John A. Haveman (included in Exhibit 5.1)

          24.1      Power of Attorney (included on page 5 of this
                    Registration Statement)

          99.1      Ceridian Corporation 1996 Director Performance
                    Incentive Plan

          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.

                                          4
(2)  That, for the purpose of determining any liability
               under the Securities Act of 1933, each such post-effective
               amendment shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering
               of such securities at that time shall be deemed to be the
               initial bona fide offering thereof.

               (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.

          (c)  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.
                                          5
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, on May 14, 1996.

                                        CERIDIAN CORPORATION

                                   By:  /s/John A. Haveman
                                        Vice President and Secretary

                                   POWER OF ATTORNEY

               We, the undersigned officers and directors of Ceridian
          Corporation, hereby severally constitute John R. Eickhoff and
          John A. Haveman, and either of them singly, our true and lawful
          attorneys with full power to them, and each of them singly, to
          sign for us and in our name in the capacities indicated below any
          and all amendments to this Registration Statement on Form S-8
          filed by Ceridian Corporation with the Securities and Exchange
          Commission, and generally to do all such things in our name and
          behalf in such capacities as may be necessary to enable Ceridian
          Corporation to comply with the provisions of the Securities Act
          of 1933, as amended, and all requirements of the Securities and
          Exchange Commission, and we hereby ratify and confirm our
          signatures as they may be signed by our said attorneys, or either
          of them, to any and all such amendments.

               Pursuant to the requirements of the Securities Act of 1933,
          this Registration Statement has been signed as of May 14, 1996 by
          the following persons in the capacities indicated.

          /s/Lawrence Perlman                /s/Ruth M. Davis
          Lawrence Perlman                   Ruth M. Davis, Director
          Chairman, President and
          Chief Executive Officer            /s/Allen W. Dawson
          (Principal Executive               Allen W. Dawson, Director
          Officer and Director)
                                             /s/Ronald James
                                             Ronald James, Director
          /s/J. R. Eickhoff
          J. R. Eickhoff                     /s/Richard G. Lareau
          Executive Vice President           Richard G. Lareau, Director
          and Chief Financial
          Officer (Principal                 /s/George R. Lewis
          Financial Officer)                 George R. Lewis, Director

                                             /s/Charles Marshall
          /s/Loren D. Gross                  Charles Marshall, Director
          Loren D. Gross
          Vice President and Corporate       /s/Carole J. Uhrich
          Controller (Principal              Carole J. Uhrich, Director
          Accounting Officer)
                                             /s/Richard W. Vieser
                                             Richard W. Vieser, Director

                                             /s/Paul S. Walsh
                                             Paul S. Walsh, Director
                                      6
EXHIBIT INDEX

          Exhibit             Description                        Code

          4.1       Restated Certificate of Incorporation of     IBR
                    Ceridian Corporation

          4.2       Bylaws of Ceridian Corporation, as amended   IBR

          5.1       Opinion and Consent of John A. Haveman       E

          23.1      Consent of KPMG Peat Marwick LLP             E

          23.2      Consent of John A. Haveman
                    (included in Exhibit 5.1)

          24.1      Power of Attorney (included on page 5
                    of the Registration Statement)

          99.1      Ceridian Corporation 1996 Director
                    Performance Incentive Plan                   E

          Legend:   E    Electronic Filing
                    IBR  Incorporated by Reference