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):  January 23, 1997


                                   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)
            (Former name or former address, if changed since last report)

          


          Item 5.  Other Events

               Statements regarding Ceridian Corporation (the "Company")
          contained in this Current Report on Form 8-K, in other Company
          filings with the Securities and Exchange Commission, in press
          releases and other Company publications, and made by Company
          management that are not historical in nature, particularly those
          that utilize terminology such as "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 the Company that could
          cause such material differences are discussed in the following
          paragraphs.

               The Company's earnings expectations for 1997 assume steadily
          decreasing interest expense from 1996 levels as operating cash
          flows reduce revolving debt.  It is also assumed that no
          significant borrowings would be required to finance acquisitions
          during 1997 and that interest rates would remain relatively
          constant during the year.

               Revenue and earnings from Comdata's gaming services in 1997
          could be adversely affected if the rate of decline in the number
          of credit card cash advance transactions or the rate of increase
          in agent commissions paid to gaming establishments is greater
          than anticipated due to increasing competition in providing such
          advances and from alternative sources of cash such as ATM
          machines.  In January 1997, a major credit card association
          applied a rate increase to a majority of Comdata's credit card
          advance transactions.  While Comdata will seek to offset the
          impact of this change, there can be no assurance as to the degree
          to which it will be able to do so.

               An assessment of the status of the CII payroll processing
          software development project was conducted with the assistance of
          an outside consultant during the fourth quarter 1996.  The
          assessment confirmed the viability of using the CII software as a
          high volume service bureau processor, and also verified a number
          of areas in which additional development efforts would be
          required to enable the CII software to operate cost effectively
          in such an environment.  The Company is proceeding with these
          development efforts as well as the beta testing of version 1.5 of
          this software.  The Company expects that completion of the
          additional development efforts necessary to ready the CII
          software for widespread release during 1998 will entail an
          additional $35 to $40 million in capitalized costs.  Although the
          Company expects to install a limited number of customers, most
          with complex processing needs, on the CII system during 1997, the
          Company does not expect the CII software to contribute to margin
          improvements prior to its widespread release.  The potential for
          CII-related margin improvements during and after widespread
          release will be affected by, among other things, amortization of




          
          capitalized development costs, the degree to which customers opt
          to upgrade to the CII software (particularly smaller customers
          with less complicated processing requirements), and the Company's
          ability to manage the incremental costs of moving existing
          customers to the CII system.  Because of the continuing role to
          be played by the Company's existing payroll processing software
          before and after widespread release of the CII software, the
          Company expects to continue to invest in updates and enhancements
          to that software and to focus on efforts, such as consolidating
          existing processing centers and increasing installation
          efficiencies, to reduce costs associated with its current payroll
          processing system.  Delays in the widespread release of the CII
          software, difficulties in the transition of existing payroll
          customers, unanticipated technological problems, or the inability
          to reduce costs associated with the existing payroll processing
          system could have an adverse effect on the revenue and
          profitability of the Company's Human Resources Group ("HRG").

               Because a sizeable portion of HRG's revenue is derived from
          the investment of tax filing deposits temporarily held pending
          remittance on behalf of customers to tax filing authorities,
          changes in interest rates will affect the Company's revenue from
          this source.  The Company has sought to lessen the impact of
          interest rate changes, particularly interest rates decreases, on
          this source of revenue by entering into a series of interest rate
          collar transactions with an aggregate notional amount of $700
          million and an average interest rate cap and floor of 7.3% and
          5.4%, respectively.  Also expected to affect this source of
          revenue in 1997 is the July 1 completion of the phased
          introduction of IRS regulatory changes that reduce by one day the
          period of time the Company may earn investment income on certain
          tax filing deposits.  While the Company will seek to offset the
          impact of this regulatory change by increasing fees or collecting
          tax filing deposits earlier, there can be no assurance as to the
          degree to which it will be able to do so.

               A portion of the Company's expected revenue growth,
          particularly in Computing Devices and Comdata, is attributable to
          the planned introduction of new or enhanced product and service
          offerings or the expansion of existing products and services into
          new markets, such as adapting products initially developed for
          military applications to commercial markets.  The degree to which
          the Company is successful in these efforts depends on a variety
          of factors, including product and service selection, effective
          sales and marketing efforts, the level of market acceptance and
          the avoidance of difficulties or delays in development or
          introduction.

               Continuing consolidation in the radio broadcasting industry
          has tended to increase the bargaining power of large radio
          groups, which could put pressure on the pricing of Arbitron's
          radio ratings service, from which Arbitron derives a substantial
          majority of its total revenue.  While the Company will seek to
          avoid or minimize price concessions in contract negotiations, and




          
          will seek to offset the revenue impact of any concessions that
          may be granted by providing ratings to additional stations within
          a radio group and by providing additional software and other
          services, there can be no assurance as to the degree to which it
          will be able to do so.

                    The Company's financial performance during 1997 could
          also be significantly affected by other, more general factors.
          Trade, monetary and fiscal policies, and political and economic
          conditions may substantially change, with corresponding impacts
          on the industries which the Company serves, particularly the
          defense industry and more economically sensitive industries such
          as trucking and gaming.  Currency fluctuations could have an
          increasing impact on the Company's revenue in light of the
          increasing portion of Computing Devices' revenue derived from its
          overseas operations and the Company's developing payroll
          processing operations outside the U.S.  Competition may become
          more intense than anticipated, including as a result of industry
          consolidation, such as in the defense industry, or by the entry
          of new competitors, such as in the trucking services and gaming
          industries.  The Company's ability to effectively manage internal
          growth and assimilate recent and future acquisitions could also
          have an impact on its financial performance.  The Company may
          also be affected by unanticipated costs or other effects of legal
          and administrative proceedings now pending or that may be
          instituted in the future, including a state-sponsored examination
          expected to begin in February 1997 of Comdata's compliance with
          the unclaimed property laws of most states in connection with
          funds transfer transactions that do not finally settle or clear
          in the ordinary course of business.



          
                                      SIGNATURE


               Pursuant to the requirements of the Securities and 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



          Date:     January 23, 1997         By:  /s/J. R. Eickhoff
                                                  Executive Vice President
                                                  and Chief Financial
                                                  Officer