United States
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C., 20549

                                     FORM 12b-25

                             NOTIFICATION OF LATE FILING

          (Check One)  Form10-K  Form20-F X Form11-K  Form 10-K  Form N-SAR


                         For Period Ended: December 31, 1995


              Nothing in this form shall be construed to imply that the
              Commission has verified any information contained herein.


          If the notification relates to a portion of the filing checked
          above, identify the Item(s) to which the notification relates:

          Not Applicable


          PART I - REGISTRANT INFORMATION

          COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN
          Full Name of Registrant

          Former Name if Applicable

          8100 34th Avenue South
          Address of Principal Executive Office (Street and Number)

          Minneapolis, MN  55425
          City, State and Zip Code

          PART II - RULES 12b-25(b) AND (c)

          If the subject report could not be filed without unreasonable
          effort or expense and the registrant seeks relief pursuant to
          Rule 12b-25(b), the following should be completed.
          (Check box if appropriate)

               (a) The reasons described in reasonable detail in Part
                   III of the form could not be eliminated without
                   unreasonable effort or expense;

               (b) The subject annual report, semi-annual report,
                   transition report on Form 10-K, Form 20-F, 11-K Form
                   N-SAR, or portion thereof, will be filed on or before
                   the fifteenth calendar day following the prescribed
          X        due date; or the subject quarterly report or
                   transition report on Form 10-Q, or portion thereof
                   will be filed on or before the fifth calendar day
                   following the prescribed due date; and
               (c) The accountant's statement or other exhibit required
                   by Rule 12b-25(c) has been attached if applicable.




          PART III - NARRATIVE

          State below in reasonable detail the reasons why the Form 10-K,
          11-K, 10-Q, N-SAR, or the transition report or portion thereof,
          could not be filed within the prescribed time period.

          The sponsoring company, Comdata Holdings Corporation ("Comdata")
          of Brentwood, Tennessee, was acquired by Ceridian Corporation
          ("Ceridian") of Minneapolis, Minnesota on December 12, 1995.  The
          preparation and audit of the financial statements of the Plan was
          then transferred from the independent accountants of Comdata to
          the staff and independent accountants of Ceridian.  The amount of
          time required to establish efficient working relationships
          between Comdata and Ceridian personnel and the Plan trustee and
          consultants; to identify and produce relevant documentation; to
          familiarize Ceridian personnel and independent accountants with
          the operations of the Plan; and to review the financial
          statements of the Plan by Ceridian and Plan management and the
          former and present independent accountants is such that the
          filing could not be timely completed without unreasonable effort
          and expense.

          The Administrator of the Plan hereby represents that the subject
          report will be filed not later than the fifteenth calendar day
          (or, if that day falls on a weekend, the first business day
          thereafter) following the prescribed due date (namely, July 15,
          1996).




          PART IV - OTHER INFORMATION

          (1) Name and telephone number of person to contact in regard to
              this notification

          Russ Follis                 615              370-7080
          (Name)                   (Area Code)    (Telephone Number)




          (2) Have all other periodic reports required under Section 13 or
              15(d) of the Securities Exchange Act of 1934 or Section 30
              of the Investment Company Act of 1940 during the preceding
              12 months (or for such shorter) period that the registrant
              was required to file such reports) been filed?  If answer is
              no, identify report(s).

                                                          X Yes      No


          (3) Is it anticipated that any significant change in results of
              operations from the corresponding period for the last fiscal
              year will be reflected by the earnings statements to be
              included in the subject report or portion thereof?

                                                             Yes   X No

              If so, attach an explanation of the anticipated change, both
              narratively and quantitatively, and, if appropriate, state
              the reasons why a reasonable estimate of the results cannot
              be made.






           COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN
                    (Name of Registrant as Specified in Charter)

          has caused this notification to be signed on its behalf by the
          undersigned hereunto duly authorized.



          Date:  June 28, 1996                    By:  /s/ Russ Follis
                                                       Russ Follis
                                                       Plan Administrator