<PAGE>
                As filed with the Securities and Exchange Commission
                                 on September 1, 1995

                                               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)


                        RESUMIX, INC. 1989 STOCK OPTION 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    registered (1) share(2)   price (2)          fee

       Common Stock,
<PAGE>


       $.50 par value     104,641 shares   $43.00    $4,499,563    $1,551.57

       (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 the anti-dilution 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 August 24, 1995.

       <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 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, 1994;

       (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
            June 30,  1995;

       (3)  The Company's Current Report on Form 8-K dated January 19, 1995;

       (4)  The Company's Current Report on Form 8-K dated August 24, 1995;

       (5)  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, 1994; and

       (6)  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. 33-56351.

            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.  Mr. Haveman holds options
       granted under the Company's stock based compensation plans to acquire
       10,966 shares of the Company's Common Stock, holds 13,000 shares of the
       Company's Common Stock that are subject to restrictions on
       transferability and possible forfeiture, and is not eligible to
       participate in the Resumix, Inc. 1989 Stock Option Plan.

            The consolidated financial statements and financial statement
       schedules of the Company for each of the years in the three-year period
       ended December 31, 1994 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
<PAGE>


       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 thereunder eliminating or limiting, with certain
       exceptions, the personal liability of a director to the corporation or
       its stockholders for monetary changes 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:

       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 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 4 of this Registration
                 Statement)
<PAGE>



       99.1      Resumix, Inc. 1989 Stock Option Plan, as amended
       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;
                                          3
       <PAGE>

                 (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 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
<PAGE>


       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>


     <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 September 1, 1995.
                                             CERIDIAN CORPORATION

                                             By:  /s/John A. Haveman
                                                  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 September 1, 1995 by the
     following persons in the capacities indicated.


     /s/LAWRENCE PERLMAN                     __________________________
     Chairman, President and                 Ruth M. Davis,Director
     Chief Executive Officer
     (Principal Executive                    /s/ALLEN W. DAWSON
     Officer and Director)                   Allen W. Dawson, Director

                                             /s/RONALD JAMES
                                             Ronald James, Director
     /s/JOHN R. EICKHOFF
     Executive Vice President                /s/RICHARD G. LAREAU
     and Chief Financial                     Richard G. Lareau, Director
     Officer (Principal
     Financial Officer)                      /s/GEORGE R. LEWIS
                                             George R. Lewis, Director

                                             /s/CHARLES MARSHALL
     /S/LOREN D. GROSS                       Charles Marshall, Director
     Vice President and Corporate
     Controller (Principal                   /s/CAROLE J. UHRICH
     Accounting Officer)                     Carole J. Uhrich, Director

                                             __________________________
                                             Richard W. Vieser, Director
<PAGE>


                                             /S/PAUL S. WALSH
                                             Paul S. Walsh, Director
                                               5
<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 4 of the
                         Registration Statement)

     99.1                Resumix, Inc. 1989 Stock Option Plan, as amended  E


     Legend:   E    Electronic Filing
               IBR  Incorporated by Reference
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17074}]
As filed with the Securities and Exchange Commission
                                 on September 1, 1995

                                               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)

                        RESUMIX, INC. 1989 STOCK OPTION 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    registered (1) share(2)   price (2)          fee

       Common Stock,
$.50 par value     104,641 shares   $43.00    $4,499,563    $1,551.57

       (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 the anti-dilution 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 August 24, 1995.
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 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, 1994;

       (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
            June 30,  1995;

       (3)  The Company's Current Report on Form 8-K dated January 19, 1995;

       (4)  The Company's Current Report on Form 8-K dated August 24, 1995;

       (5)  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, 1994; and

       (6)  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. 33-56351.

            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.  Mr. Haveman holds options
       granted under the Company's stock based compensation plans to acquire
       10,966 shares of the Company's Common Stock, holds 13,000 shares of the
       Company's Common Stock that are subject to restrictions on
       transferability and possible forfeiture, and is not eligible to
       participate in the Resumix, Inc. 1989 Stock Option Plan.

            The consolidated financial statements and financial statement
       schedules of the Company for each of the years in the three-year period
       ended December 31, 1994 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.
                                          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 changes 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:

       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 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 4 of this Registration
                 Statement)
99.1      Resumix, Inc. 1989 Stock Option Plan, as amended
       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;
                                          3
(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 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.
                                          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,
     on September 1, 1995.
                                             CERIDIAN CORPORATION

                                             By:  /s/John A. Haveman
                                                  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 September 1, 1995 by the
     following persons in the capacities indicated.

     /s/LAWRENCE PERLMAN                     __________________________
     Chairman, President and                 Ruth M. Davis,Director
     Chief Executive Officer
     (Principal Executive                    /s/ALLEN W. DAWSON
     Officer and Director)                   Allen W. Dawson, Director

                                             /s/RONALD JAMES
                                             Ronald James, Director
     /s/JOHN R. EICKHOFF
     Executive Vice President                /s/RICHARD G. LAREAU
     and Chief Financial                     Richard G. Lareau, Director
     Officer (Principal
     Financial Officer)                      /s/GEORGE R. LEWIS
                                             George R. Lewis, Director

                                             /s/CHARLES MARSHALL
     /S/LOREN D. GROSS                       Charles Marshall, Director
     Vice President and Corporate
     Controller (Principal                   /s/CAROLE J. UHRICH
     Accounting Officer)                     Carole J. Uhrich, Director

                                             __________________________
                                             Richard W. Vieser, Director
/S/PAUL S. WALSH
                                             Paul S. Walsh, Director
                                               5
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 4 of the
                         Registration Statement)

     99.1                Resumix, Inc. 1989 Stock Option Plan, as amended  E

     Legend:   E    Electronic Filing
               IBR  Incorporated by Reference