<PAGE>

                As filed with the Securities and Exchange Commission
                                  on March 19, 1996

                                                  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)

           COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT 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     25,000 shares  $45.19  $1,129,750    $389.57

          (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 employee benefit plan described herein.

          (2)  Estimated solely for the purpose of calculating the amount
               of the registration fee pursuant to Rule 457(c) and
               457(h)(1) under the Act,based on the average high and low
               sale prices reported for the Registrant's Common Stock on
               the New York Stock Exchange on March 15, 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") and by the Comdata Holdings Corporation 401(k)
          Savings and Retirement Plan (the "Plan") are incorporated in
          this Registration Statement by reference:

          (1)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1994;

          (2)  The Company's Quarterly Reports on Form 10-Q for the
               quarters ended March 31, 1995, June 30, 1995 and September
               30, 1995;

          (3)  The Company's Current Reports on Form 8-K dated January 19,
               1995, August 24,1995 and December 12, 1995;

          (4)  The Plan's Annual Report on Form 11-K for the year ended
               December 31, 1994;

          (5)  All other reports filed by the Company or the Plan pursuant
               to Section 13(a) or 15(d) of  the Securities Exchange Act of
               1934 ("Exchange Act") since December 31, 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-4, File No. 33-64089.

               All documents filed by the Company and by the Plan with the
          Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
          Exchange Act after the date of this Registration Statement and
          prior to the filing of a post-effective amendment which indicates
          that all securities offered have been sold or which deregisters
          all securities then remaining unsold shall be deemed to be
          incorporated by reference in this Registration Statement and to
          be a part hereof from the date of filing of such documents.

          Item 4.  Description of Securities

               The Company's Common Stock is registered under Section 12 of
          the Exchange Act.

          Item 5.  Interests of Named Experts and Counsel

         The consolidated financial statements and financial
          statement schedules of the Company 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 or the Plan issued at future
                                          1
<PAGE>
          <PAGE>
          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.

               The financial statements of the Plan as of December 31, 1994
          and 1993 have been audited by Arthur Andersen LLP, independent
          public accountants, as indicated in their report with respect
          thereto included therein and incorporataed herein by reference.
          Such financial statements are incorporated herein by reference in
          reliance upon the authority of such firm as experts in accounting
          and auditing in giving such report.


          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))

                                          2
<PAGE>

           <PAGE>
           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))

          23.1      Consent of KPMG Peat Marwick LLP

          23.2      Consent of Arthur Andersen LLP

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

          99.1      Comdata Holdings Corporation 401(k) Savings and
                    Retirement Plan, as amended

          99.2      Internal Revenue Service Determination Letter


          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

     The Registrant.   Pursuant to the requirements of the Securities Act of
     1933, the Registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has duly
     caused this Registration Statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of Minneapolis, State
     of Minnesota, on March 19, 1996.

                                             CERIDIAN CORPORATION

                                             By:  /s/J. R. Eickhoff
                                                  J. 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 March 19, 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/Richard G. Lareau
                                             Richard G. Lareau, Director

     /s/J. R. Eickhoff
     J. R. Eickhoff                          /s/George R. Lewis
     Executive Vice President                George R. Lewis, Director
     and Chief Financial
     Officer (Principal                      /s/Charles Marshall
     Financial Officer)                      Charles Marshall, Director

                                             /s/Carole J. Uhrich
     /s/Loren D. Gross                       Carole J. Uhrich, Director
     Loren D. Gross
     Vice President and Corporate            /s/Richard W. Vieser
     Controller (Principal                   Richard W. Vieser, Director
     Accounting Officer)
                                             /s/Paul S. Walsh
                                             Paul S. Walsh, Director
                                        5
<PAGE>

     <PAGE>
     The Plan.  Pursuant to the requirements of the Securities Act of 1933,
     the trustees (or other persons who administer the employee benefit
     plan) have duly caused this Registration Statement to be signed on its
     behalf by the undersigned, thereunto duly authorized, in the City of
     Brentwood, State of Tennessee, as of March 19, 1996.


                                        COMDATA HOLDINGS CORPORATION 401(k)
                                        SAVINGS AND RETIREMENT PLAN

                                        By:  Comdata Holdings Corporation

                                        By: /s/George L. McTavish
                                        Chairman and Chief Executive Officer





                                          6
<PAGE>
       <PAGE>
                                    EXHIBIT INDEX



     Exhibit          Description                              Code

     4.1       Restated Certificate of Incorporation of          IBR
     4.2       Bylaws of Ceridian Corporation, as amended        IBR
     23.1      Consent of KPMG Peat Marwick LLP                  E
     23.2      Consent of Arthur Andersen LLP                    E
     99.1      Comdata Holdings Corporation 401(k) Savings and   E
               Retirement Plan
     99.2      Internal Revenue Service Determination Letter     E



     Legend:   E    Electronic Filing
               IBR  Incorporated by Reference
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18594}]
{"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": "333-01793", "film-number": "96536245"}, "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 March 19, 1996

                                                  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)

           COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT 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     25,000 shares  $45.19  $1,129,750    $389.57

          (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 employee benefit plan described herein.

          (2)  Estimated solely for the purpose of calculating the amount
               of the registration fee pursuant to Rule 457(c) and
               457(h)(1) under the Act,based on the average high and low
               sale prices reported for the Registrant's Common Stock on
               the New York Stock Exchange on March 15, 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") and by the Comdata Holdings Corporation 401(k)
          Savings and Retirement Plan (the "Plan") are incorporated in
          this Registration Statement by reference:

          (1)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1994;

          (2)  The Company's Quarterly Reports on Form 10-Q for the
               quarters ended March 31, 1995, June 30, 1995 and September
               30, 1995;

          (3)  The Company's Current Reports on Form 8-K dated January 19,
               1995, August 24,1995 and December 12, 1995;

          (4)  The Plan's Annual Report on Form 11-K for the year ended
               December 31, 1994;

          (5)  All other reports filed by the Company or the Plan pursuant
               to Section 13(a) or 15(d) of  the Securities Exchange Act of
               1934 ("Exchange Act") since December 31, 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-4, File No. 33-64089.

               All documents filed by the Company and by the Plan with the
          Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
          Exchange Act after the date of this Registration Statement and
          prior to the filing of a post-effective amendment which indicates
          that all securities offered have been sold or which deregisters
          all securities then remaining unsold shall be deemed to be
          incorporated by reference in this Registration Statement and to
          be a part hereof from the date of filing of such documents.

          Item 4.  Description of Securities

               The Company's Common Stock is registered under Section 12 of
          the Exchange Act.

          Item 5.  Interests of Named Experts and Counsel

         The consolidated financial statements and financial
          statement schedules of the Company 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 or the Plan issued at future
                                          1
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.

               The financial statements of the Plan as of December 31, 1994
          and 1993 have been audited by Arthur Andersen LLP, independent
          public accountants, as indicated in their report with respect
          thereto included therein and incorporataed herein by reference.
          Such financial statements are incorporated herein by reference in
          reliance upon the authority of such firm as experts in accounting
          and auditing in giving such report.

          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))

                                          2
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))

          23.1      Consent of KPMG Peat Marwick LLP

          23.2      Consent of Arthur Andersen LLP

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

          99.1      Comdata Holdings Corporation 401(k) Savings and
                    Retirement Plan, as amended

          99.2      Internal Revenue Service Determination Letter

          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

     The Registrant.   Pursuant to the requirements of the Securities Act of
     1933, the Registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has duly
     caused this Registration Statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of Minneapolis, State
     of Minnesota, on March 19, 1996.

                                             CERIDIAN CORPORATION

                                             By:  /s/J. R. Eickhoff
                                                  J. 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 March 19, 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/Richard G. Lareau
                                             Richard G. Lareau, Director

     /s/J. R. Eickhoff
     J. R. Eickhoff                          /s/George R. Lewis
     Executive Vice President                George R. Lewis, Director
     and Chief Financial
     Officer (Principal                      /s/Charles Marshall
     Financial Officer)                      Charles Marshall, Director

                                             /s/Carole J. Uhrich
     /s/Loren D. Gross                       Carole J. Uhrich, Director
     Loren D. Gross
     Vice President and Corporate            /s/Richard W. Vieser
     Controller (Principal                   Richard W. Vieser, Director
     Accounting Officer)
                                             /s/Paul S. Walsh
                                             Paul S. Walsh, Director
                                        5
The Plan.  Pursuant to the requirements of the Securities Act of 1933,
     the trustees (or other persons who administer the employee benefit
     plan) have duly caused this Registration Statement to be signed on its
     behalf by the undersigned, thereunto duly authorized, in the City of
     Brentwood, State of Tennessee, as of March 19, 1996.

                                        COMDATA HOLDINGS CORPORATION 401(k)
                                        SAVINGS AND RETIREMENT PLAN

                                        By:  Comdata Holdings Corporation

                                        By: /s/George L. McTavish
                                        Chairman and Chief Executive Officer

                                          6
EXHIBIT INDEX

     Exhibit          Description                              Code

     4.1       Restated Certificate of Incorporation of          IBR
     4.2       Bylaws of Ceridian Corporation, as amended        IBR
     23.1      Consent of KPMG Peat Marwick LLP                  E
     23.2      Consent of Arthur Andersen LLP                    E
     99.1      Comdata Holdings Corporation 401(k) Savings and   E
               Retirement Plan
     99.2      Internal Revenue Service Determination Letter     E

     Legend:   E    Electronic Filing
               IBR  Incorporated by Reference