8-K

                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, DC  20549



                               FORM 8-K



                            CURRENT REPORT


                Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934



   Date of Report (Date of earliest event reported):August 26, 1997



                         CERIDIAN CORPORATION
          (Exact name of registrant as specified in charter)



     Delaware                   1-1969             52-0278528
(State or other juris-     (Commission File      (IRS Employer
diction of incorporation        Number)          Identification No.)




8100 34th Avenue South, Minneapolis, MN                 55425
(Address of principal executive offices)             (Zip code)



Registrant's telephone number, including area code:  612-853-8100






Item 5.  Other Events.

     Ceridian Corporation (the "Company") announced today that that it
is pursuing the sale of Computing Devices International ("CDI"), its
defense electronics business, by the end of 1997, and that it has
decided to terminate further development of its CII payroll processing
software product.  These matters are discussed in greater detail in
the Press Release issued by the Company and dated August 26, 1997 (the
"Press Release"), which is attached to this Report as Exhibit 99 and
incorporated herein by reference.

     The Company's expectations as stated in the Press Release and
elsewhere regarding the sale of CDI, the discontinuance of the CII
development project, other actions the Company plans to take to
improve and expand its remaining businesses, and the business and
financial impacts of those actions could be adversely affected by a
variety of factors, including those discussed below and under the
caption "1997 Financial Outlook" on pages 24 and 25 of the Company's
1996 Annual Report to Stockholders.

     There can be no assurance that a sale of CDI can be concluded on
terms acceptable to the Company or within the time frame currently
envisioned by the Company.  Although the Company expects that a sale
of CDI would be dilutive to earnings per share, the degree of such
dilution cannot be predicted at this time as it will be affected by a
variety of factors such as the terms of a sale of CDI, most
importantly the amount of proceeds received by the Company; the uses
to which such proceeds are put; then current investment opportunities,
market interest rates and prices for the Company's stock; and the
Company's ability to reduce costs and expenses sufficiently to offset
the amount of corporate overhead that is currently allocated to CDI.

     With the discontinuance of the CII development project,
continuing market acceptance of payroll processing utilizing the
Company's Signature system is of critical importance to the future
success of the Company's payroll processing business.  The Company
believes that recent enhancements to that system, as well as
additional enhancements planned and under development, will be
important factors in achieving that market acceptance.  However, there
can be no assurance that future enhancements can be developed and
released within the time frames and at costs currently envisioned by
the Company.  Significant delays or difficulties in introducing
certain enhancements, such improving the interface between Signature
and certain widely-utilized human resource management information
systems, could have an adverse effect on the market acceptance of the
Signature product and the revenue growth of the Company's human
resource businesses generally.

     In addition to anticipated revenue growth, the Company's
expectations for improved profit margins in its human resource
businesses are also dependent on other factors, such as the degree to
which and the speed with which the Company is able to reduce operating

                              2



costs in those businesses.  Delays or difficulties in introducing
product enhancements or other technological advances could adversely
affect the timing or degree of cost reduction efforts.  Difficulties
in effectively assimilating recent and future acquisitions could also
adversely impact operating costs in the human resource businesses.

     Assuming the sale of CDI, that action coupled with an increased
level of stock repurchases by the Company would foreclose for a period
of time the availability of pooling-of-interests accounting treatment
to future acquisitions by the Company.  Given the financial
characteristics of information services businesses, to the extent the
Company would be unable to utilize pooling-of-interests accounting for
a period of time, it would be more difficult for the Company to avoid
having acquisitions made during such a period be dilutive of earnings
per share.


Item 7.  Financial Statements and Exhibits.

     (c)  Exhibits.

     Exhibit 99     Ceridian Corporation Press Release dated
                    August 26, 1997.



                                  3





                               SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.


                              CERIDIAN CORPORATION

Dated: August 26, 1997
                              By:    /s/J.R. Eickhoff
                              Name:  J.R. Eickhoff
                              Title: Executive Vice President
                                     and Chief Financial Officer







                                 4

EX-99

 

                                             Exhibit 99



News Release                                  Ceridian


                                              Nancy Foltz
                                              612/853-5229



        CERIDIAN SEEKS BUYER FOR ITS DEFENSE ELECTRONICS UNIT;
     A SALE WOULD FOCUS THE COMPANY SOLELY ON INFORMATION SERVICES

         Ceridian Also Modifies Its Payroll Product Strategy;
                   CII Payroll Product Is Terminated

MINNEAPOLIS, August 26, 1997 _ Ceridian Corporation (NYSE: CEN)
announced today that it is pursuing the sale of Computing Devices
International, its defense electronics business, by the end of 1997.
Ceridian, whose information services segment now accounts for a
substantial majority of its revenue and earnings, said its future is
as a diversified information services company.

"For Ceridian's information services businesses, we have set minimum
annual growth objectives of 20 percent in earnings and 15 percent in
revenue," said Lawrence Perlman, chairman and chief executive officer
of Ceridian.  "Computing Devices is significantly different from the
information services model, which consists of businesses with several
shared characteristics _ growing markets, recurring revenue, strong
cash flow, low capital investments and growing profitability.  In
addition, the increasing consolidation of the aerospace and defense
markets has caused mid-sized suppliers like Computing Devices to re-
evaluate their long-term ability to grow and remain competitive with
larger companies."

Ceridian also announced it has decided to terminate further
development of the CII payroll processing software product that was
being developed for large organizations with complex needs.  While
beta testing proved that payrolls could be processed with the product,
the costs associated with this product for installation, conversion
and processing for large numbers of customers were found to be higher
than anticipated and the return on investment for the product was
deemed unacceptable.  As a result of the CII action, Ceridian expects
to record non-recurring charges totaling approximately $150 million in
the third quarter of 1997.  More than 80 percent of these charges will
be non-cash, primarily representing the write-off of capitalized
software development costs and goodwill associated with the 1994
acquisition of Tesseract Corporation, whose software was the basis of
the CII development effort.


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The Computing Devices Decision

"Computing Devices has been extremely successful over the years in
meeting customer requirements for high-quality products, and we
believe that the business and the people in it will have additional
flexibility and opportunities as part of a larger defense contractor,"
said Perlman.   "This is a more than $550 million business that has
been an important financial contributor to Ceridian, but industry
consolidation has resulted in potentially attractive pricing of
defense electronics assets, and we have determined that the timing is
right to seek a buyer for Computing Devices and allow Ceridian
management to focus exclusively on the information services
businesses.  Obviously, we would complete a sale only if we found
terms to be attractive.

"While we do not yet have specific plans for use of the proceeds from
a sale of Computing Devices, we expect to continue investing
aggressively in Ceridian's three information services businesses, in
part through acquisitions.  Proceeds may also be applied to a
repurchase of the Company's stock.  In this connection, Ceridian's
Board of Directors has approved increasing the number of shares which
the Company may repurchase from four million to 10 million shares."

Bear Stearns & Co. has been retained to assist Ceridian in seeking a
buyer for Computing Devices.  Ceridian anticipates that a sale could
be completed by the end of 1997 if terms are attractive, and it
expects any sale to be dilutive, potentially by approximately 15
percent.

Computing Devices International is headquartered in Bloomington, MN,
and employs 3,300 people, primarily in Bloomington and Washington,
D.C., in the United States, Ottawa and Calgary in Canada, and East
Sussex in the United Kingdom.

The Payroll Product Strategy

Ceridian's payroll strategy centers on providing customers with a
range of choices to address their payroll and human resources
information system (HRIS) needs, which vary according to the
complexity of their requirements, the extent of their internal
information management resources and their size.  These choices
include multiple payroll and HRIS front office offerings for
customers' desktops, and the options will expand as Ceridian continues
to invest in front-end applications.



                                (more)




Signature _ a product that Ceridian has significantly enhanced over
the past year and that will be further enhanced the rest of this year
and throughout 1998 _ is a "back office" payroll engine that enables
delivery of services to customers.  The CII payroll product was
intended to be another engine.  It was being developed primarily for
large organizations with complex requirements, most of which were to
be new customers.  CII's planned role in Ceridian's product line
narrowed considerably over the course of its three-year development as
customer satisfaction with Signature remained high, particularly as
Signature has been enhanced.  In addition, market dynamics changed.
Customers are looking for and buying broad business solutions that put
functionality on their desktops.  They want open architectures to tie
the back office to their desktops.  CII was not designed to address
such needs.

"The decision to terminate the CII project was made after a careful
evaluation and the determination that the product would not provide an
adequate return on investment for shareholders," said CEO Perlman.
"CII beta testing revealed that significant further investment would
be needed to improve processing throughput and simplify
implementation.  The CII outcome is certainly disappointing, but the
development project did have a positive effect on other Ceridian
payroll products.  It led to many feature and process improvements in
the Signature product, and the result is that an already competitive
product has become even more attractive."

Nearly 100 improvements have been made to the Signature payroll engine
in the last year that increase its ability to serve customers.  In
addition, increased network compatibility has been built into the
product to enable it to run in the latest environments, and it will be
year 2000-compliant in 1998.

Ceridian expects to meet the needs of the high-end of the market with
an array of options _ the Tesseract in-house software solution that
currently is used by a fifth of the Fortune 500 companies, the
reengineered Signature outsourcing solution, and the total outsourcing
solution - in which Ceridian effectively becomes the payroll
department of the customer _ that has been selected by customers such
as Kmart.

"With the CII project ended and Signature and tax filing improvements
continuing, we are planning margin improvement of approximately three
percentage points in the human resources business in 1998," said
Perlman.  "Changes such as eliminating report printing, which will
greatly accelerate the distribution process, and other measures being
undertaken to improve productivity will help the business reduce costs
and should enable it to achieve significant margin improvement in 1998
and beyond.  These enhancements are also expected to make the product
increasingly attractive to new and existing customers.  We expect
Signature's improvement, in combination with continuing gains we are
making in selling Ceridian's tax filing product to the Company's
payroll customers, to boost revenue growth in the payroll processing
business."


                                (more)





Ceridian Corporation is a leading information services and defense
electronics company that serves the human resources, electronic media,
transportation, gaming and government markets.  Its information
services segment includes Comdata Corporation, which provides
transaction processing and information services to the transportation
and gaming industries; a group of human resources businesses,
including Ceridian Employer Services, a leading payroll processor; and
several marketing information businesses, including the Arbitron
Company.  Its defense business is Computing Devices International.


The statements regarding Ceridian Corporation contained in this
release that are not historical in nature, particularly those that
utilize terminology such as "will," "expects," "anticipates,"
"believes" or "plans," are forward-looking statements based on current
expectations and assumptions, and entail various risks and
uncertainties that could cause actual results to differ materially
from those expressed in such forward-looking statements.  Important
factors known to Ceridian that could cause such material differences
are discussed under the caption "1997 Financial Outlook" on pages 24
and 25 of Ceridian's 1996 Annual Report to Stockholders, which is
incorporated by reference into Part II, Item 7 of Ceridian's Annual
Report on Form 10-K for the year ended December 31, 1996, and in
Ceridian's Current Report on Form 8-K dated August 26, 1997.












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Computing Devices International                   Ceridian


Description  Computing Devices International, the defense electronics
             and systems integration business unit of Ceridian
             Corporation, solves information management problems by
             developing, manufacturing and integrating electronic
             systems, subsystems and systems integration services for
             defense and other government agencies worldwide, as well
             as for commercial customers in selected markets.  The
             company is a leader in signal processing, digital image
             manipulation, ruggedized subsystems for harsh
             environments, and real-time software systems.  Computing
             Devices serves the following market segments:

             . Avionics (integrated processing and mass storage
               solutions for a variety of applications, including
               navigation, flight control, signal processing and
               stores management)

             . Business Information Services (value-added
               information processing and application services for
               government and commercial customers)

             . Commercial Aviation (integrated management systems
               for airline operations)

             . Communications (Computing Devices is prime
               contractor for the Canadian Army's $1.1 billion Iris
               tactical command and control communications system)

             . Digital Information Services (designing integrated
               commercial data communications solutions by applying
               expertise in tactical information management
               applications)

             . Displays (digital and electroluminescent displays for
               shipboard and ground-based command and control
               applications)

             . Land Systems (digital fire control and other
               electronic systems for armored vehicle and artillery
               applications)

             . Maritime Systems (anti-submarine warfare acoustic
               processing, training and mission systems)



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             . Shipboard Systems (ruggedized, off-the-shelf mass
               storage and embedded processing solutions)

             . Space Processing (space-qualified processors used
               for attitude control, telemetry and other
               applications on commercial and military satellites
               and space vehicles)

             . Surveillance and Intelligence (systems and
               technologies for image exploitation and data fusion,
               and high-performance signal processors)

             . Tactical Reconnaissance (digital image technology for
               airborne and ground station systems and subsystems for
               aircraft)


Customers    Computing Devices primarily serves defense, government
             agencies and commercial customers in North America,
             Europe and Australia, but it also provides its products
             and services to other allies around the world.  Major
             programs in which it is key supplier include the Iris
             Communications System, the Advanced Technology Support
             Program, the Afro-Mediterranean Satellite, the Navy's
             AN/AYK-14 and AN/UYH-16, AWACS (Airborne Warning and
             Control System), the Canadian Towed Array Sonar System,
             the Challenger 2 tank, the Eurofighter 2000, Joint
             Surveillance Target Attack Radar System, the Canadian
             Light Armored Vehicle-Reconnaissance Program, and the
             M1 and M1A1 tank.


Revenue      $553 million in 1996, up 8.5 percent from the previous
             year.


Employees    Computing Devices International employs 3,300 people,
and          principally located in Bloomington, MN, and Washington,
Locations    D.C., in the United States; Ottawa and Calgary in
             Canada; and Hastings, East Sussex, in the United
             Kingdom.



Year of      Control Data Corporation founder Bill Norris set out to
Origin       design and build the most powerful computer in the
             world when he established Control Data in 1957.  One
             month after releasing the 1604 computer in 1958, the
             first one was sold to the U.S. Navy's Bureau of Ships,
             thus beginning the Company's relationship with the
             Department of Defense and other government agencies.


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Ceridian's Businesses                        Ceridian



Ceridian Corporation is an information services and defense
electronics company that helps customers improve their productivity
and competitive position.


Information Services for the Transportation and Gaming Industries

Comdata provides funds transfer, fuel purchase, cash advance and
permit services, as well as fleet optimization and routing
software, for the transportation industry, and funds transfer and
other services for the gaming industry.


Information Services for the Human Resources Market

Ceridian Employer Services provides human resources management
systems, outsourced payroll and tax filing services, self-service
workflow solutions, and in-house payroll and benefits software.

Centre-file provides payroll and human resources products and
services to customers in the UK.

MiniData provides payroll and related services to small businesses
in the U.S.

Resumix provides advanced human skills management software and
services that enable customers to electronically process resumes,
build employee and applicant databases, and identify qualified
candidates for hire, promotion and reassignment.

FLX Corporation is a leading developer of high-performance software
for human resources, recruiting and benefits management.

Usertech helps companies implement new business systems by
providing comprehensive user support programs; it also provides
expert systems that enable employers to address employee and
retiree questions about benefits, payroll, and human resources
policies and programs.

Ceridian Performance Partners provides a broad array of work-life,
employee assistance, wellness, training, and management services

EAS Technologies provides advanced time, attendance and workforce
management solutions.

Washington Consulting Services & Technologies is a provider of
human resources  software applications, consulting and seminar
services, primarily to the government market.


Information Services for the Electronic Media Industry

Arbitron is a media information firm that provides ratings and
other services to broadcasters, cable systems, advertisers and
agencies.


Defense Electronics

Computing Devices International provides mission-critical
electronics, software, systems integration and information
management for defense, government agencies and commercial
customers in selected markets.

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