<PAGE>
                As filed with the Securities and Exchange Commission
                                  on July 13, 1995

                                                  Registration Number 33-
<PAGE>


     <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
                            EMPLOYEE STOCK PURCHASE 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      500,000 shares $38.375   $19,187,500    $6,616.38

     (1)  In addition, pursuant to Rule 416 under the Securities Act of 1933
          (the "Act"), this Registration Statement also covers an indeterminate
          number of additional shares as may be issuable as a result of the
          anti-dilution provisions of the employee benefit plan which is the
          subject of this Registration Statement.

     (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 July 10,
          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 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, 1994;

         (2)  The Company's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 1995;

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

         (4)  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

         (5)  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 16,800 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
         eligible to participate in the Company's Employee Stock Purchase
         Plan.

                                         -1-
<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, 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.

         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:





                                         -2-
<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
                   on Form S-8 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 Employee Stock Purchase 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.
                                          -3-
<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.









                                         -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 July 13, 1995.

                                             CERIDIAN CORPORATION

                                        By:  /s/John R. Eickhoff
                                             John R. Eickhoff
                                             Executive Vice President
                                             and Chief Financial Officer

                                  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 July 13, 1995 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/John R. Eickhoff
     John 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
<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 (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        IBR
                    (incorporated on Form S-8 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            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 this
                    Registration Statement)

          99.1      Ceridian Corporation Employee Stock               E
                    Purchase Plan

          Legend:   E         Electronic Filing
                    IBR       Incorporated by Reference
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18182}]
{"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": "033-61001", "film-number": "95553652"}, "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 July 13, 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)

                                CERIDIAN CORPORATION
                            EMPLOYEE STOCK PURCHASE 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      500,000 shares $38.375   $19,187,500    $6,616.38

     (1)  In addition, pursuant to Rule 416 under the Securities Act of 1933
          (the "Act"), this Registration Statement also covers an indeterminate
          number of additional shares as may be issuable as a result of the
          anti-dilution provisions of the employee benefit plan which is the
          subject of this Registration Statement.

     (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 July 10,
          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 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, 1994;

         (2)  The Company's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 1995;

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

         (4)  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

         (5)  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 16,800 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
         eligible to participate in the Company's Employee Stock Purchase
         Plan.

                                         -1-
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.

         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:

                                         -2-
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
                   on Form S-8 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 Employee Stock Purchase 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.
                                          -3-
(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 July 13, 1995.

                                             CERIDIAN CORPORATION

                                        By:  /s/John R. Eickhoff
                                             John R. Eickhoff
                                             Executive Vice President
                                             and Chief Financial Officer

                                  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 July 13, 1995 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/John R. Eickhoff
     John 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
                                         -5-
EXHIBIT INDEX

          Exhibit        Description                                  Code

          4.1       Restated Certificate of Incorporation of          IBR
                    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        IBR
                    (incorporated on Form S-8 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            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 this
                    Registration Statement)

          99.1      Ceridian Corporation Employee Stock               E
                    Purchase Plan

          Legend:   E         Electronic Filing
                    IBR       Incorporated by Reference