SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C., 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):  December 12, 1995


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


               Delaware                      1-1969              52-0278528
          (State of other jurisdiction of    (Commission    (I.R.S. Employer
          incorporation or organization)     File Number)   Identification
                                                                 No.)

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


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



          
          Item 2.   Acquisition or Disposition of Assets.

               On December 12, 1995, Convoy Acquisition Corp. ("Merger
          Sub"), a wholly-owned subsidiary of Ceridian Corporation
          ("Ceridian") merged (the "Merger'') with and into Comdata
          Holdings Corporation ("Comdata"), after the Merger had been approved
          that morning at a special meeting of Comdata's stockholders and the
          issuance of additional shares of Ceridian Common Stock pursuant to
          the Merger had been approved that morning at a special meeting of
          Ceridian's stockholders. As a result, Comdata became a wholly-owned
          subsidiary of Ceridian. The Merger occurred pursuant to an
          Agreement and Plan of Merger, dated as of August 23, 1995 (the
          "Merger Agreement", by and among Ceridian, Merger Sub and
          Comdata.  As a result of the Merger, each share of Comdata's Common
          Stock was converted into the right to receive 0.57 of a share of
          Ceridian Common Stock. Comdata stockholders who otherwise would be
          entitled to fractional shares of Ceridian Common Stock will receive
          cash in lieu thereof.  Agreement on the exchange ratio was achieved
          as a result of direct negotiations between the Chairman and Chief
          Executive Officer of Ceridian and of Comdata, respectively, subject
          to approval by each company's board of directors. Comdata
          stockholders will receive in the aggregate approximately 20.5
          million shares of Ceridian common stock as a result of the Merger.

               Comdata is a leading provider of transaction processing
          services to the trucking and gaming industries.  Comdata provides
          funds transfer, regulatory permit and other services to trucking
          companies at numerous truck stops and other locations.  Other
          trucking company services include debit card issuance and
          authorization, telephone services and backhaul information, all of
          which make use of the information processing or telecommunications
          capabilities of Comdata's proprietary computerized
          telecommunications network.  Comdata also provides cash advance
          services to the gaming industry using credit cards and debit
          services employing automated teller machines and similar devices.
          Comdata uses its network to provide a system by which individuals
          may use MasterCard, VISA and Discover credit cards or their bank
          automatic teller machine card to obtain cash in casinos, racetracks
          and other gaming locations.  In 1994, Comdata processed
          approximately 35.8 million funds transfer transactions for the
          trucking industry and approximately 6.6 million cash advance
          transactions at gaming locations, collectively involving
          approximately $8.4 billion.

               Charges related to the post-merger refinancing of Comdata's
          debt, as described in Item 5 below, and costs associated with the
          Merger are expected to total approximately $70 million and will be
          incurred in the fourth quarter 1995. An additional charge of
          approximately $10 million will be taken in the fourth quarter 1995
          representing Comdata balance sheet revaluations due primarily to
          the application of Ceridian accounting policies to Comdata operations.


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          The Comdata acquisition, which is being accounted for on a pooling-
          of-interests basis, is expected to add approximately $280 million to
          Ceridian's 1995 revenue.  Accordingly, Ceridian expects to conclude
          1995 with approximately $1.3 billion of revenue and to record a profit
          for the year.

               The background of the Merger is more fully descibed in the
          Registration Statement of Ceridian on Form S-4 (File No. 33-64089)
          (the "egistration Statement".  The Merger Agreement was included
          as Appendix A to the Prospectus (the ''Prospectus'') contained in
          the Registration Statement, and is incorporated herein by reference
          as Exhibit 2 hereto.

          Item 5.   Other Events.

               On December 12, 1995, Ceridian also concluded a three-year,
          $325 million revolving credit facility with a commercial bank
          syndicate, with Bank of America as agent.  The credit facility will
          enable the combined company to finance Comdata's November 22, 1995
          tender offers for all $130 million in principal amount of its
          outstanding 12.5% Senior Notes due 1999 and all $75 million in
          principal amount of its outstanding 13.25% Senior Subordinated
          Debentures due 2002.  The tender offers will expire on December 21,
          1995, at 5:00 p.m. (EST) unless extended by Comdata.  The balance of
          the credit facility will be available to meet the post-merger
          working capital needs of Ceridian and Comdata.

               The credit facility is unsecured but is guaranteed by Comdata
          and its Comdata Network subsidiary, and has a final maturity of
          November 30, 1998.  Ceridian is able to obtain revolving credit
          advances and up to $75 million in standby letters of credit under
          the facility.  The pricing of the credit facility for both loans and
          letters of credit is determined based on Ceridian's post-merger
          senior, unsecured debt ratings.  Current ratings would enable
          Ceridian to obtain revolving loans either at prime rate or at 65
          basic points above 1, 2, 3 or 6-month IBOR, which means funds are
          initially available at an annual interest rate of approximately
          6.3%. Credit availability under the facility in excess of $75
          million is initially limited to retirement of Comdata's 12.5%
          Senior Notes, 13.25% Senior Subordinated Debentures and 11%
          Junior Subordinated Extendible Notes due 1997.  Ceridian is
          subject to various covenants under the credit facility,
          including covenants pertaining to Ceridian's net worth, fixed
          charge coverage ratio and permitted debt.

          Item 7.   Financial Statements, Pro Forma Financial Information and
                    Exhibits.


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          (a)  Financial Statements of Businesses Acquired.

               The following financial statements filed filed with the
           Securities and Exchange Commission by Comdata (File No. 0-16151)
           are incorporated herein by reference:

                    (1)  The consolidated balance sheets of Comdata, as of
               December 31, 1994 and 1993, the related consolidated statements
               of operations, cash flows and stockholders' equity for the
               years ended December 31, 1994, 1993 and 1992, and the related
               Notes to Consolidated Financial Statements contained in Item 8
               of the Annual Report on Form 10-K of Comdata for the year ended
               December 31, 1994 (but no other portions of such Form 10-K).

                    (2)  The consolidated balance sheets of Comdata as of
               September 30, 1995 and December 31, 1994, the consolidated
               statements of operations and cash flows for the nine months
               ended September 30, 1995 and September 30, 1994, respectively,
               and the related Notes to Consolidated Financial Statements
               (Unaudited) contained in the Quarterly Report on Form 10-Q of
               Comdata for the quarter ended September 30, 1995 (but no other
               portions of each Form 10-Q).


          (b)  Pro Forma Financial Information.

               The following unaudited pro forma condensed combined financial
          statements of Ceridian and related Notes to Unaudited Pro Forma
          Condensed Combined Financial Statements are incorporated by
          reference from the section captioned ''Unaudited Pro Forma Condensed
          Combined Financial Statements'' on pages F1 through F-8 of the
          Prospectus contained in the Registration Statement:

               Unaudited Pro Forma Condensed Combined Balance Sheet at
               September 30, 1995

               Unaudited Pro Forma Condensed Combined Statements of Operations
               for the years ended December 31, 1994, 1993 and 1992
               and for the nine month periods ended September 30, 1995
               and 1994.


          (c)  Exhibits.

               Exhibit 2     Agreement and Plan of Merger, dated as
                              of August 23, 1995 by and among Ceridian
                              Corporation, Convoy Acquisition Corp. and
                              Comdata Holdings Corporation (incorporated
                              by reference to Appendix A to the Prospectus
                              contained in Ceridian's Registration
                              Statement on Form S-4 (File No. 33-64089).



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                                       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:  December 21, 1995

                                        By:  /s/John A. Haveman
                                             Name:  John A. Haveman
                                             Title:  Vice President &
                                                            Secretary

          
                                     EXHIBIT INDEX


          Exhibit No.                             Filing Information

               2    Agreement and Plan            Incorporated by reference
                    of Merger, dated as           to Appendix A to the
                    of August 23, 1995,           Prospectus contained in
                    by and among Ceridian         the Registration State-
                    Corporation, Convoy           ment of Ceridian Corpora-
                    Acquisition Corp. and         tion on Form S-4 (File
                    Comdata Holdings Cor-         No. 33-64089)
                    poration