10-K405

                SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549



                              FORM 10-K


            Annual Report Pursuant to Section 13 or 15(d)
               of the Securities Exchange Act of 1934
             For the fiscal year ended December 31, 1996

                    Commission File Number 1-1969

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


              Delaware                           52-0278528
     (State or other jurisdiction of         (IRS Employer
     incorporation or organization)           Identification No.)

                       8100 34th Avenue South
                    Minneapolis, Minnesota 55425
              (Address of principal executive offices)
                   Telephone No.:  (612) 853-8100


     Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class:                    Name of each exchange on
                                        which registered:
Common Stock, par value $.50 .........  New York Stock Exchange,
                                        Inc.; The Chicago
                                        Stock Exchange; and Pacific
                                        Stock Exchange

Has the Registrant (1) filed all reports required by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12
months and (2) been subject to such filing requirements for the past
90 days.    Yes   X    No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.  [X]

The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of February 28, 1997 was $3,127,182,491.

The shares of Common Stock outstanding as of February 28, 1997 were
80,311,416.

                 DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1996 Annual Report to Stockholders of Registrant: Parts I & II
Portions of the Proxy Statement for Annual Meeting of Stockholders,
May 14, 1997:  Parts III and IV



                      CERIDIAN CORPORATION
                             PART I

     The information contained in this Report includes forward-
looking statements, based on current expectations and
assumptions, that involve risks and uncertainties which could
cause actual results to differ materially from those expressed in
the forward-looking statements.  Various important factors known
to Ceridian Corporation that could cause such material
differences are identified in the "Management's Discussion and
Analysis of Results of Operations and Financial Condition" under
the caption "1997 Financial Outlook" on page 24 of Ceridian's
1996 Annual Report to Stockholders, which is incorporated by
reference into Part II, Item 7 of this Report.

Item 1.  Business.

     Ceridian Corporation ("Ceridian" or the "Company"), known as
Control Data Corporation until June 1992, was founded in 1957 and
is incorporated in Delaware.  The principal executive office of
Ceridian is located at 8100 34th Avenue South, Minneapolis,
Minnesota 55425, telephone (612) 853-8100.  Ceridian is comprised
of two business segments: Information Services and Defense
Electronics.

Information Services Segment

     The Information Services segment, which consists of the
Human Resources Group ("HRG"), Comdata Holdings Corporation and
Arbitron, provides products and services to customers in the
human resources, trucking, gaming and electronic media markets.
The Information Services businesses collect, manage and analyze
data and process transactions on behalf of customers, report
information resulting from such activities to customers, and
provide customers with related software applications and
services.  The products and services provided by the Information
Services businesses address specific information management and
transaction processing needs of other businesses to enable them
to operate more efficiently.  The technology-based products and
services of the Information Services businesses are typically
provided through long-term customer relationships that result in
a high level of recurring revenue.  Information regarding
Information Services' revenue, operating profit or loss and
identifiable assets for the years 1994-1996 is in Note K, Segment
Data, on page 44 of the Company's 1996 Annual Report to
Stockholders, which is incorporated herein by reference.

Human Resources Group.

     The businesses comprising HRG offer a broad range of
services and software designed to help employers more effectively
manage their work forces and information that is integral to
human resource processes.  Services provided by HRG include
payroll processing, payroll tax filing, consulting, training,
employee assistance and work-life effectiveness.  HRG also
provides human resources management, skills management, time and
attendance, payroll processing, benefits administration and
decision support software.  HRG's revenue for the years 1994,
1995 and 1996 was $321.5 million, $412.2 million and $490.3
million, respectively.

     Markets.  The human resource services market covers a
comprehensive range of information management, decision support
and employer/employee assistance services and software.  These
products and services are utilized by human resource
organizations and line management to assist them in planning,
managing and performing tasks in areas such as compensation and
benefits, staffing, employee relations, compliance and employee
training and development.  The products and services provided
range from more transaction-oriented administrative services and
software products, in areas such as payroll processing, tax
filing and benefits administration; to management support
software and services, in areas such as skills management,


                               2



regulatory compliance, employee training and employee assistance;
to planning and decision support software and services, in areas
such as organizational development and compensation and benefits.

     The market for these products and services is expected to
continue to grow as organizations seek to reduce costs and
improve productivity by outsourcing administrative services and
further automating internal processes, and by availing themselves
of external expertise and new types of human resource products
and services to increase organizational and individual
effectiveness, and to adapt to the increasing scope and
complexity of laws and regulations governing businesses and the
increasingly complicated work-life issues faced by employers and
employees.  As the technological needs in the human resources
area increase, organizations are increasingly demanding open,
distributed processing systems based on industry standard
architectures that are flexible and easy to integrate with other
in-house and third-party systems and applications.

     HRG believes that demand for human resource products and
services will often vary depending on the size of the employer.
Small employers are relatively more price sensitive, tend to
focus more narrowly on transaction-oriented administrative
services, have little need for customized products and services
and consequently incur lower costs in switching from one provider
to another.  Medium and large employers tend to require more
complex, customized administrative services, tend to have a
greater need for additional services in the management support
and planning areas, and tend to incur higher costs in switching
from one provider to another.  HRG believes that the ability to
provide a variety of these additional services can be an
important factor in customer attraction and retention,
particularly for providers targeting medium and large employers,
because it tends to provide customers with a stronger connection
to a human resource services provider.

     Services.  HRG's transaction-based products and services
include payroll processing services and software, as well as
products and services that are closely linked to payroll
processing such as tax filing services, human resource
information management systems, benefits administration software,
and time and attendance systems.

     Payroll processing and payroll tax filing services accounted
for about three-fourths of HRG's 1996 revenue.  Payroll
processing consists primarily of preparing and furnishing
employee payroll checks, direct deposit advices and supporting
journals, summaries and other reports, but does not involve the
handling or transmission of customer payroll funds.  Payroll tax
filing consists primarily of collecting funds for federal, state
and local employment taxes from customers based on payroll
information provided, remitting funds collected to the
appropriate taxing authorities, filing applicable returns, and
handling regulatory correspondence and amendments.  These
payroll-related services are typically priced on a fee-per-item-
processed basis, and quarterly revenue consequently fluctuates
with the volume of items processed.

     Revenue from payroll tax filing services also includes
investment income received from tax filing deposits temporarily
held pending remittance on behalf of customers to taxing
authorities.  These funds are held in a tax filing trust
established by Ceridian to more clearly evidence the fiduciary
capacity in which such funds are held.  The trust invests
primarily in high quality collateralized short-term investments
and top tier commercial paper.  The trust also invests in U.S.
Treasury and Agency securities, AAA rated asset-backed securities
and corporate securities rated A3/A- or better.  The trust may
not use leverage for investment purposes or purchase highly
structured securities of any kind.  The duration of investments
is carefully managed to meet the liquidity needs of the trust.
About two-thirds of the 1996 payroll tax filing revenue and about
13% of HRG's 1996 revenue was attributable to such investment
income.  Due to the significance of this investment income, HRG's
quarterly revenue and profitability vary as a result of changes
in interest rates and in the amount of tax filing deposits held.
Because the volume of payroll items processed increases in the


                               3



first and fourth quarters of each year in connection with
employers' year-end reporting requirements, and because the
amount of tax filing deposits also tends to be greatest in the
first quarter, HRG's revenue and profitability tend to be greater
in those quarters.

     Payroll processing is currently conducted using the
Company's proprietary "Signature" software at 31 district offices
located throughout the United States, all of which are linked in
a nationwide network.  Ceridian's payroll system allows customers
to input their own payroll data via personal computers, transmit
the data on-line to Ceridian for processing, retrieve reports and
data files from Ceridian and print reports and, in certain
instances, payroll checks or direct deposit advices on site.
Customers can also input payroll data by telephone or batch
transmittal, with payroll checks and related reports prepared by
Ceridian at one of its district processing centers.  Ceridian's
payroll processing system also interfaces with both customer and
third-party transaction processing systems to facilitate services
such as direct deposit of payroll checks.  Ceridian's payroll tax
filing services are provided by its Systems Tax Service ("STS")
division located in Fountain Valley, California.  STS was
acquired by the Company in 1993, and its acquisition expanded
Ceridian's tax filing customer base beyond employers who utilize
Ceridian's payroll processing service to include local and
regional payroll processors who utilize STS' tax filing service
for their customers.

     In June 1994, the Company acquired Tesseract Corporation
("Tesseract"), which provides mainframe-based payroll processing,
benefits administration and human resources management software
offerings for large customers with complex information management
needs that prefer to handle such tasks in-house.  The Company
then began an internal development effort to adapt Tesseract's
proprietary payroll processing software to run in a multi-
customer data center environment.  This adaptation of the
Tesseract software, referred to as "CII", is expected to provide
payroll processing customers with increased functionality and
flexibility and to be well suited for larger payroll processing
customers with more complex processing needs.  Completion of the
CII development project and general release of the software has
been delayed, and an assessment of the status of this development
project was conducted with the assistance of an outside
consultant during the fourth quarter 1996.  The assessment
confirmed that the CII software is a viable base for use 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, and expects that the CII software will be
available for general release during 1998.  Payroll processing
utilizing the CII software will be conducted in centralized
facilities operated by IBM Global Services (formerly Integrated
Systems Solutions Corporation) pursuant to a ten-year technology
services agreement that commenced in January 1995.

     Ceridian will continue, for the foreseeable future, to make
payroll processing utilizing its existing Signature software
available to customers who do not wish to upgrade to the CII
software.  Ceridian expects to continue to invest in updates and
enhancements to the Signature software and to focus on efforts,
such as increasing installation and production center
efficiencies, to reduce costs associated with its current payroll
processing system.  Ceridian is also assessing the degree to
which existing data processing centers can be consolidated, and
the benefits that could reasonably be expected from such
consolidation.  To a degree, this analysis will be affected by
the timing of the general release of the CII software and the
extent to which existing payroll customers opt to transition to
centralized processing on the CII software.  The extent to which
existing customers elect to make this transition will also affect
the amount of incremental costs, such as system conversion and
customer training efforts, the Company expects to incur in
connection with such transitions.  The impact of these
incremental costs is, however, expected to be offset to a
significant degree by upgrade fees to be paid by customers
electing to make the transition.



                               4



     The Company's Centre-file Limited subsidiary provides
payroll processing services and human resource management
software in the United Kingdom.  The Centre-file business was
purchased by the Company in October 1995, and was augmented by
the Company's purchase of the assets of the Compower Limited
payroll processing business in June 1996.  Ceridian's Minidata
Services, Inc. subsidiary provides payroll processing services to
small customers in the mid-Atlantic states.

     Ceridian also provides human resource management software
that runs in a Windows* or DOS environment and enables customers
to combine their payroll and human resource information databases
and can serve as a "front-end" to Ceridian's Signature payroll
processing system.  This enables the customer to create a single
database of employee information for on-line inquiry, updating
and reporting in areas important to human resource administration
and management.  Ceridian has also developed a client/server
version of its human resource/payroll information management
software for use in connection with the CII software.  In
February 1997, Ceridian acquired FLX Corporation, which provides,
through a network of value added resellers, Windows-based human
resources management and benefits software developed on open,
industry standard technology.  At the time of its acquisition by
Ceridian, FLX was in the process of beta testing a client/server
version of this software.  The Company expects to be able to
provide the FLX software with an existing interface to Ceridian's
payroll processing and tax filing services, and to develop a
payroll module for the FLX software to enable it to serve as a
fully integrated front end to the Signature payroll processing
system.

     Ceridian's EAS Technologies, Inc. subsidiary, acquired in
February 1996, provides advanced time and attendance software.

     HRG also provides a variety of employee assistance, work-
life balance, management support and training products and
services to help companies maximize individual and organizational
effectiveness.  Ceridian Performance Partners includes the
Employee Advisory Resource ("EAR"), which provides confidential,
around-the-clock assessment and referral services to customers'
employees to help them address legal and financial problems,
workplace issues, substance abuse, child care, eldercare and
other personal problems.  EAR maintains a network of professional
counselors who are available to work with employees to solve
problems and to provide referrals to specialists if such
referrals are warranted by the circumstances.  EAR's service
offerings were augmented by the August 1996 acquisition of
Employee Assistance Associates, Inc., which provides employee
assistance counseling, workplace training and consultation and
managed care assessment services in the Great Lakes region.
Ceridian Performance Partners also includes The Partnership
Group, Inc., which was acquired by Ceridian in November 1996 and
provides various consultative, referral and convenience services
to help customers' employees balance work and family demands and
address dependent care needs.

     Ceridian's User Technology, Inc. subsidiary ("UserTech")
provides custom user training, reference documentation and on-
line employee communications systems to facilitate customers'
implementation and utilization of human resources and other
business information management systems.  UserTech's product and
service offerings were expanded by the Company's January 1996
purchase of the business and assets of Information Learning Inc.,
which provides expert systems that enable employers to address
employee and retiree questions about benefits, payroll and other
human resources policies and programs through personal computers
and kiosks.

     Ceridian's Resumix, Inc. subsidiary, which was acquired in
August 1995, provides skills management software (and related
hardware) that employs image processing, knowledge base and
database technologies to enable organizations to manage large
volumes of incoming resume data to identify qualified candidates
for hire and match them with available staffing needs, and to


* "Windows" is a registered trademark of Microsoft Corporation.


                               5



manage the skills of an existing work force by placing current
employees in new jobs or projects.  Resumix also offers its
software on a service bureau basis to support smaller and medium-
sized organizations, and provides a software product that enables
customers to link their Resumix systems with commercial
recruiting sites on the Internet.

     In November 1996, Ceridian acquired Washington Consulting
Services & Technologies, Inc. ("WCST"), which provides decision
support and workforce assessment software to assist managers in
addressing personnel issues, as well as consulting and training
on various aspects of human resources strategy and management.
WCST's products and services are provided to federal, state and
local government agencies.

     Sales and Marketing.  Payroll processing, tax filing and
human resource management software and services are marketed in
the U.S. through a direct sales force operating through about
three dozen offices located throughout the U.S.  Marketing
relationships have been established with banks, accounting firms
and insurance companies pursuant to which these products and
services are offered to the business clients of these entities.
The most significant source of customer leads for these
transaction-based products and services are referrals from
existing customers and from the marketing relationships
previously noted.  The other HRG businesses, including the
payroll processing operations conducted by Centre-file and
Minidata, utilize their own direct sales forces.  Customer leads
for the products and services of these businesses are generally
obtained through referrals, trade shows, product demonstration
seminars and direct sales efforts.

     HRG's base of approximately 44,000 customers, including
approximately 40 percent of the Fortune* 1000, covers a wide
range of industries and markets, with no single customer
currently representing more than 1% of HRG's 1996 revenue.  In
1996, Employer Services entered into a contract with Kmart
Corporation to provide payroll processing and tax filing
services.  Under this contract, the annual revenue from which is
ultimately expected to exceed 1% of HRG's annual revenue, the
Company expects to begin payroll processing on the Signature
system for substantially all Kmart employees in the second
quarter 1997, and will begin to install Kmart on the STS tax
filing system during 1997.

     The HRG businesses have utilized cooperative marketing
relationships with other companies offering products or services
that complement those of the HRG businesses as well as informal
marketing alliances with human resource consulting firms, and are
exploring similar cooperative arrangements with other software
and human resource services providers.  Toward that end, HRG's
decision to emphasize products and services based on open,
industry standard technologies is expected to increase its
ability to work cooperatively with other software providers and
to coordinate HRG's product and service offerings with customers'
existing information management systems.  Such coordination is
believed to be of increasing importance in the sales process, as
information technology personnel increasingly become involved
with human resources personnel in decisions regarding human
resource systems and applications.

     HRG is increasingly orienting sales and marketing efforts
toward medium and large employers, which tend to have more
complex information management and human resource services needs,
purchase a greater variety of products and services, and require
more flexibility and customization in service offerings.  HRG is
also seeking to further integrate and coordinate the sales and
marketing efforts of its businesses and to sell a greater variety
of its products and services to the customers of its various
businesses.

     Competition.  The human resource services industry is
characterized by intense competition.  Competition comes from
national, regional and local third party transaction processors,

* "Fortune" is a registered trademark of Time Warner, Inc.


                               6



as well as from software companies, consulting firms and
internally developed and operated systems and software.

     A substantial portion of the overall payroll processing and
tax filing in both the U.S. and the United Kingdom is supported
in-house with the remainder supported by third party providers.
In the U.S., Automatic Data Processing, Inc. ("ADP") is the
largest third party provider, with Ceridian and Paychex, Inc.
("Paychex") comprising the other two large, national providers.
ADP serves all sizes of employers, while Paychex focuses on small
employers.  Other third party payroll and tax filing providers
are generally smaller regional and local competitors, although
larger providers of benefits administration or 401(k) processing
services may contemplate expansion into outsourced payroll
processing.  In the United Kingdom, the Company's Centre-file
subsidiary is the largest outsourced payroll processing business
in terms of revenue, competing with several other national
providers, including a subsidiary of ADP, and smaller, local
providers.  Competition in both the payroll processing and human
resource information management areas also comes from a number of
large software companies that provide both payroll processing
software for in-house processing as well as human resource
management software applications, often in conjunction with other
enterprise management software applications.

     Apart from transaction-based products and services, HRG's
businesses generally compete with a variety of application
software companies, training companies, consulting firms and
human resource services providers, some of which are national in
scope.  Generally, the market for these products and services is
evolving and is not dominated by a small number of competitors.

     Currently, the principal competitive factors in the human
resource services industry are performance, price, functionality,
ease and flexibility of use, customer support and industry
standard technology architecture.  HRG believes that the ability
to integrate human resource software applications with customers'
other in-house applications, and the ability to provide
client/server-based solutions are becoming increasingly important
competitive factors.  While HRG believes its businesses are able
to compete effectively in the overall human resource services
market, their continued ability to compete effectively will
depend in large measure on their ability to timely develop and
implement new technology, particularly that which incorporates
industry standard architecture and client/server-based solutions,
and to offer additional products and services that address
management support, planning and organizational development
needs.  HRG intends to seek additional strategic acquisition and
partnering opportunities that would better enable it to achieve
these objectives.

Comdata.

     Comdata Holdings Corporation ("Comdata Holdings") is the
parent corporation of Comdata Network, Inc. ("Network"), and
Comdata Holdings' investment in Network and Network's
subsidiaries represents Comdata Holdings' only material asset.
In this report, the term "Comdata" refers to Comdata Holdings,
Network and its subsidiaries.  Comdata's revenue for the years
1994, 1995 and 1996 was $243.3 million, $274.1 million and
$299.2 million, respectively.

     Comdata is a leading provider of transaction processing and
decision support services to the trucking and gaming industries.
For trucking companies and drivers, Comdata provides funds
transfer, fuel purchase, cash advance, regulatory permit and
telecommunications services, as well as fleet optimization and
routing software.  For truck stops, Comdata provides point-of-
sale and data collection services.  For the gaming industry,
Comdata provides cash advance services to gaming patrons in
casinos, racetracks and other gaming locations through the use
of credit cards and debit services employing automated teller
machines and similar devices.

     Markets.  Trucking Industry.  The trucking industry
encompasses both long haul fleets and local fleets.  Private
fleets, which are part of larger companies that have significant


                               7



shipping needs, predominate in the local fleet segment, but play
a lesser role in the long haul fleet segment.  Common carriers,
which provide trucking services to companies that do not have
fleets of their own, predominate in the long haul fleet segment,
which is comprised of less-than-truckload and truckload
components.  The less-than-truckload component, which involves
trucks that make multiple stops to load and unload, is
characterized by large capital requirements and a relatively
high degree of consolidation.  The truckload component, which
involves the transportation of full loads directly from shipper
to final destination without going through any sorting
terminals, is highly fragmented and, Comdata believes, is
growing at the expense of private fleets and the less-than-
truckload component.

     The majority of Comdata's trucking company customers are
common carriers serving the truckload component of the long haul
segment.  Many of these carriers do not employ their drivers,
but instead contract with individual owner-operators.  Such
owner-operators usually settle their expenses with the common
carrier after the completion of each trip.  Drivers for
truckload carriers often spend weeks on the road at a time,
creating a number of unique conditions and business
opportunities.  Truckload carriers are challenged to monitor and
control fuel purchases, provide driver services to aid in
recruitment and improve retention, obtain necessary licenses and
permits, and effectively manage the routing and logistics of
such long-distance trips.

     A variety of trends has affected the trucking industry in
recent years and is expected to have an ongoing impact.
Outsourcing of fleets has occurred and is expected to continue
since the costs of common carriers are generally less than the
costs of operating a private fleet.  Demand for the services of
truckload carriers is expected to continue to increase at the
expense of the more capital intensive less-than-truckload
carriers.  Competitive pressures are expected to result in
continuing consolidation of carriers to achieve economies of
scale, and in increased efficiencies and productivity through
efforts such as increased automation, improved information
management systems and greater outsourcing of information
management and logistics.  Reducing driver turnover is expected
to continue to be a significant industry focus.  The challenges
and expense of complying with environmental regulations
governing fuel storage tanks is expected to result in a shift
from private terminal fueling to truck stop fueling.  Demand for
legalization services has declined as a result of industry
deregulation and increased permit and license reciprocity among
states.

     Gaming Industry.  In recent years, the gaming industry has
expanded significantly, with an increasing number of states
having acted to permit casino gaming and other forms of
wagering, often on Native American reservations and in non-
traditional locations such as riverboats.  It is estimated that
some form of legalized gaming is now available within a one-half
day drive of virtually all Americans.  Increasing competition
among gaming providers has resulted in consolidation within the
industry, a major expansion of gaming facilities in mature
markets (with such facilities tending to be included in larger
entertainment complexes), efforts by gaming providers to expand
internationally, and increasing demand for improved transaction
processing and information management systems, as gaming
providers seek to better identify, evaluate and retain their
customer base.  Demand for cash advance services in gaming
locations, which can be provided in a variety of ways, has grown
commensurately with the growth in overall wagering.

     Services.  Trucking Industry.  Revenue from Comdata's
services to the trucking industry represented 58% of Comdata's
total revenue in 1996.  Comdata's services to the trucking
industry include fuel purchase services, driver services,
legalization services and logistics services.  During 1996,
Comdata acquired Transportation Communication Consulting, Inc.,
which provides permit and vehicle escort services to trucking
companies, and TIC Financial Systems, Inc., which provides funds
transfer, fuel purchase and related services to trucking
companies.


                               8



     Fuel Purchase Services.  Comdata uses its proprietary
network to provide a service that allows customers to purchase
fuel through the use of a Comchek(Registered Trademark) draft,
which is a draft payable through a Comdata bank account.  Comdata
funds the fueling transaction when the truck stop negotiates the
draft by depositing it in its bank account.  Comdata bills the
trucking company for the amount of the draft plus a portion of the
service fee, and collects from the truck stop the balance of the
service fee.  The trucking company and truck stop remit payment
of their respective amounts to Comdata by wire transfer or
check, typically within six days, although trucking companies
may be billed by Comdata in advance for all funds transfers
authorized for any purpose in connection with a particular trip.
The vast majority of these fuel purchase transactions are
initiated through the use of Comdata's proprietary Comchek card
in a manner similar to an ordinary credit card transaction.  Use
of the Comchek card allows the trucking company customer greater
control over its expenses by setting limits on the use of the
cards such as by designating locations where the cards may be
used and the frequency with which they may be used.  Use of a
Comchek card also enables Comdata to capture and provide to
trucking company customers transaction and trip-related
information that greatly enhances a customer's ability to track
and plan fuel purchases and settle with drivers.  Comdata
provides similar information gathering and processing services
in connection with fueling transactions which Comdata does not
fund, but instead are billed directly by the truck stop to the
trucking company.  Fees for these "direct bill" transactions are
substantially lower.  Some trucking companies have access to
such information on Comdata's computer system and may promptly
obtain information on recent transactions by their independent
owner-operators or employees.  Comdata also provides fuel price
tracking reports and management within a network of truck stops,
including cost/plus fuel purchase programs.

     Driver Services.  Comdata provides a variety of services
designed to address the specific needs of long haul drivers who
spend significant periods of time on the road, including cash
advance and funds transfer services, direct deposit of payrolls
or settlements (for non-employee owner-operators), ATM and point
of sale debit card services using the Comchek card, long
distance telephone services using the Comchek card and driver
relations services such as a monthly audio magazine for drivers.

     Comdata's funds transfer system is designed to enable truck
drivers to obtain funding for purchases (in addition to fuel) at
truck stops and other locations en route to their destination,
and to enable trucking companies to maintain control over
expenditures made by either their independent owner-operators or
their employees.  In connection with these services, Comdata is
typically able to provide an accounting to the trucking company
of trip expenses (including fuel purchases) within 24 hours
after the completion of a given trip.  In 1996, Comdata
processed approximately 38.5 million funds transfer transactions
(including fuel purchase programs) involving approximately $6.7
billion for the trucking industry.

     Comdata maintains a national network of 24-hour independent
truck stop service centers which have point-of-sale devices and
other computer equipment to facilitate communication with
Comdata's database and operations centers.  The service centers
act as Comdata's agents pursuant to a service center agreement,
and typically also offer the funds transfer services of other
companies.  When a truck driver makes a request at a service
center for a funds transfer, Comdata verifies that the driver's
company has established sufficient credit.  Upon presentation of
valid identification, the service center obtains an
authorization number from Comdata and issues a Comchek draft,
which is handled in the manner described earlier in connection
with fuel purchase transactions.  Approximately 90% of the basic
funds transfer system (including funded fuel purchases) has been
automated to utilize the Comchek card, which has significantly
enhanced efficiency by eliminating the need for call center
involvement and by reducing the amount of time necessary to
complete transactions.  The Comchek card may also be used to

                               9



obtain cash advances at Cirrus* system ATMs.  In addition,
Comdata maintains four 24-hour call centers to handle
transactions that require operator assistance.

     In the first quarter 1997, Comdata announced an agreement
in principle with Concord EFS, Inc. that will enable truck
drivers to obtain cash advances using the Comchek card at the
approximately 400 locations nationwide in the proprietary
Concord ATM network.  These ATMs are all located in truck stops.
The arrangement is expected to increase the convenience and
efficiency of obtaining cash advances at truck stops by moving
the transaction from the truck stop fuel desk to the ATM.
Comdata is exploring additional cooperative arrangements with
Concord EFS.

     The long distance telephone services available to drivers
through the Comchek card enable Comdata's trucking company
customers to maintain greater control over the billable
telephone use by their drivers by allowing the trucking company
to determine which locations the driver may call and to
preprogram those numbers into Comdata's voice response unit.
The trucking company can also limit the availability of the
service to an independent driver by dollar amount or number of
calls.

     Legalization Services.  Comdata, through its Transceiver
(Registered Trademark)division, can determine the permits needed
for a designated trip, truck, and load, purchase those permits on
behalf of the customer and deliver them by facsimile machine to a
truck stop where they can be picked up by the driver.  In many
instances, a trucking company customer will order permits directly
from the issuing authority and Comdata will deliver these permits
by facsimile machine to their designated location.  In addition to
charging its customers for the costs imposed by the state
authority, Comdata receives a fee for each permit delivered.  In
addition to providing permits to trucking companies, Comdata
also provides certain regulatory compliance services, such as
processing and auditing of driver trip logs, reporting of fuel
taxes, annual licensing and motor vehicle registration
verification.

     Logistics and Other Services.  Comdata designed and
operates a computerized shipment interchange system to help
trucking companies find loads for their return trips, thereby
reducing empty backhauls.  By making specific shipment
information available to customers on a subscription basis,
available shipments can be matched with available cargo space on
a nationwide basis.  Comdata also develops and markets software
designed to assist in routing, scheduling and other services for
companies with private and for-hire delivery fleets.  As a
result of agreements with two major long-distance
telecommunications providers, Comdata also offers to its
trucking company customers long distance telecommunications
services at volume discount rates that might not otherwise be
available to such customers.  As a result of the March 1995
purchase of Trendar Corporation, Comdata provides fueling
centers with systems which automate the various transactions
that occur at a fuel purchase desk and systems which enable
customers to transact card-based fuel purchases at the fuel
pump.  These systems accept many fuel purchase cards currently
used by drivers.

     Comdata also introduced during 1996 a Windows-based
software application that enables trucking companies to access
real-time data on fuel purchases and facilitates pre- and post-
trip planning functions.  Future modules of this application are
expected to provide ready access to other Comdata product and
service offerings such as legalization services.  Comdata also
provides a service to expedite the transfer of bills of lading
and freight bills utilizing its imaging storage and retrieval
capabilities.

     In March 1996, the Company acquired a minority equity
interest in International Automated Energy Systems, Inc.
("IAES"), a provider of fuel management and payment systems for


* "Cirrus" is a registered trademark of Cirrus System, Inc.


                               10



local transportation fleets.  The Company did not exercise its
option to acquire the remaining equity of IAES during the first
quarter 1997.

     Gaming Industry.  Revenue from Comdata's services to the
gaming industry represented 42% of Comdata's total revenue in
1996.  Comdata processed approximately 7.6 million credit card-
based funds transfer transactions aggregating approximately $3.5
billion for the gaming industry during 1996.  Gaming patrons may
utilize MasterCard, Visa, Discover or JCB credit cards to obtain
cash through Comdata terminals primarily located in gaming
locations.  These cash advances differ from standard credit card
cash advances in that no personal identification number is
required, and differ from ATM withdrawals in that there is no
pre-set daily withdrawal limit.  Instead, after a gaming patron
runs his or her credit card through a Comchek terminal and the
transaction is authorized, a Comchek draft drawn on a Comdata
bank account in the amount requested by the patron at the
terminal is generated at the gaming establishment's cashier
cage.  The gaming patron immediately negotiates the draft for
cash or chips, and the gaming establishment presents the draft
for payment.  Concurrently, the amount of the Comchek draft,
along with Comdata's service fee, is charged to the individual's
MasterCard, Visa, Discover or JCB account.  Comdata pays an
agent commission to the gaming establishment in connection with
cash advance transactions.  Comdata's cash advance services are
currently available in many casinos in Las Vegas, Reno and Lake
Tahoe, Nevada; and Atlantic City, New Jersey, and many other
gaming locations, including riverboat casinos, cruise ships and
casinos on Native American reservations and in Canada and the
Caribbean.

     Comdata's credit card cash advance services are subject to
policies and regulations adopted from time to time by the major
credit card associations, including policies which currently
preclude Comdata from expanding its cash advance services to
nongaming locations and prescribe the applicable merchant
discount to which such transactions are subject.  These policies
are subject to change from time to time, and Comdata must comply
with changes to these policies and regulations, some of which
could have an adverse effect on Comdata.

     In addition to credit card cash advances, Comdata also
provides electronic funds transfers through Comdata's ATMs and
other point of sale devices located in gaming establishments, as
well as check acceptance services and Western Union money
transfers as Western Union's exclusive agent for such transfers
to the gaming industry in the U.S.  Because of the lower risk
associated with these transactions, the fees are much lower than
fees for credit card cash advances.  Comdata continues to expand
its ATM network, which in 1996 accounted for about 3.8 million
funds transfer transactions in the gaming area.  As this aspect
of Comdata's funds transfer business grows, there is a
corresponding increase in the amount of available cash required
to keep the ATMs adequately supplied.

     Comdata also provides market information to gaming
establishments to assist in marketing and promotional
activities.  Comdata is beta testing its cashier operations and
information system ("COINS") for gaming establishments, which is
a transaction processing system designed to interface with
third-party funds transfer systems and gaming establishments'
in-house data processing systems to integrate the processing of
all types of funds transfer transactions that occur at gaming
establishment cashier cages.  Comdata is also working to develop
a system to make debit and credit card cash advances available
to gaming customers while seated at a gaming table and, in a
cooperative venture, a system to permit "cashless" slot machine
play through the use of a debit card.

     Sales and Marketing.  Trucking Industry.  Comdata markets
its services to the trucking industry through a direct sales
force operating in various cities throughout the U.S., and
through a tele-sales operation in Comdata's Brentwood, Tennessee
headquarters.  Comdata has contracts with approximately 17,000
long haul trucking companies, ranging in size from those with
several thousand trucks to those with fewer than five trucks.


                               11



Comdata also has relationships with approximately 8,000 fueling
locations.  Contracts with trucking companies generally range up
to three years in duration, while contracts with service centers
are typically one or two years in duration.  No single customer
represented more than 2% of Comdata's 1996 revenue from services
to the trucking industry.

     Gaming Industry.  Comdata markets its services to the
gaming industry through a direct sales force operating in Reno
and Las Vegas, Nevada, Atlantic City, New Jersey, Brentwood,
Tennessee and in certain other cities in the U.S.  Comdata has
relationships with approximately 840 gaming establishments.

     Competition.  The principal competitive factors relevant to
funds transfers in both the trucking and gaming industries are
marketing efforts, pricing, sophistication and reliability of
computer and communications systems, the provision of new
techniques in basic funds transfer services, reduction of the
time required to effect transactions, and payment and security
terms of customer agreements.  The major credit card companies
and vendors of traveler's checks are competitors of Comdata in
that they make cash available to holders of their cards and
checks on a nationwide basis.  Comdata also faces increasing
competition from lower fee ATMs that participate in national
networks.

     In the trucking industry, several other companies offer
similar funds transfer services.  Although these competitors are
generally smaller than Comdata, one is owned by a company
significantly larger than Ceridian.  In addition, truckstops may
negotiate directly with trucking companies for a direct billing
relationship.  Comdata also competes with several credit and
debit card services with respect to its fuel purchase program,
some of which are larger and have greater resources than
Comdata.  Certain of Comdata's competitors also operate or
franchise nationwide truckstop chains.  In addition, Comdata
competes with some of its service centers (such as truckstops)
that offer similar products and services.  While the majority of
permitting and legalization services continue to be performed
in-house, there is at least one other nationwide company and
several regional companies providing permit services similar to
those provided by Comdata.  Competition in this market is
influenced by price, the expertise of personnel and the ease
with which permits may be ordered and received.

     In the gaming industry, Comdata competes with numerous
sources and potential sources of cash, including Bank of America
and at least three other providers of credit card cash advance
services, certain smaller regional competitors and the large
gaming establishments themselves.  Competition in this market is
also influenced by the pricing of agent commissions and the
increasing sophistication of ATM networks and other funds
delivery mechanisms.

     Comdata believes that its competitive strengths include (i)
its ability to provide services at a large number of locations
in the continental United States and Canada, (ii) its ability to
offer a variety of services, frequently tailored to an
individual customer's needs, (iii) its large proprietary
databases regarding funds transfers and fuel purchases, and (iv)
its long-term experience and concomitant relationships in the
trucking and gaming industries.

     Network and Data Processing Operations.  Comdata's
principal communications center for its funds transfer business
is located near its corporate headquarters in Brentwood,
Tennessee with secondary centers located in Dallas, Texas and
Newberry, South Carolina.  Worldcom is the primary supplier of
telecommunications services to Comdata pursuant to an agreement
whose term expires in January 2003.  Under this agreement,
Comdata is to purchase at least 80% of its internal and external
resale telecommunications requirements from Worldcom.
Substantially all of Comdata's internal data processing
functions, including its payment processing systems, are
provided by IBM Global Services pursuant to an agreement for
systems operations services whose term expires in April 2005.
The processing center is connected to Comdata-owned and


                               12



customer-owned computers installed in customer locations and to
terminals and computers located in Comdata's headquarters.

     Regulation.  Many of the states in which Comdata operates
require persons engaged in the business of selling or issuing
payment instruments (such as the Comchek draft) or in the
business of transmitting funds to obtain a license from the
appropriate state agency.  In certain states, Comdata is
required to post bonds or other collateral to secure its
obligations to its customers in those states.  Some state
agencies have the authority to deny licenses to, or revoke the
license of, financially weak companies.  For its cash advance
services in Atlantic City, New Jersey casinos, Comdata is
required to hold a Casino Service Industry License issued by the
State of New Jersey Casino Control Commission.  Comdata believes
that it is currently in compliance in all material respects with
the regulatory requirements applicable to its business.  The
failure to comply with the requirements of any particular state
could have a material adverse effect on Comdata's business in
that state.

Arbitron.

     Arbitron is the leading provider of radio audience
measurement information in terms of revenue, and also provides
electronic media and marketing information to radio broadcasters,
cable operators, advertising agencies and advertisers.  Through
its Scarborough Research Partnership joint venture, Arbitron
provides quantitative and qualitative measurements to television
broadcasters and newspaper and magazine publishers.  Arbitron's
proprietary data regarding radio audience size and demographics
is provided to customers through multi-year license agreements.
In addition, Arbitron has obtained access to or developed
services that provide qualitative data regarding product
purchasing decisions.  Arbitron's revenue for the years 1994,
1995 and 1996 was $121.3 million, $137.2 million and $153.1
million, respectively.

     Markets.  Consolidation of radio station ownership has been
accelerating in recent years, due largely to industry economics
and the relaxation of governmental restrictions on station
ownership, particularly as a result of federal telecommunications
legislation enacted in late 1995.  This consolidation has tended
to intensify competition within the radio industry, and to
intensify competition between radio and other forms of media for
advertising dollars.  At the same time, audiences have become
more fragmented as a result of greatly increased programming
choices and entertainment/media options.  As a result,
advertisers increasingly seek to tailor advertising strategies to
target specific demographic groups through specific media, and
the audience information needs of radio broadcasters, advertising
agencies and advertisers have become more complex.  Increasingly,
more detailed information regarding the demographics and buying
behavior of audiences is required.  Increased competition and
more complex information requirements have heightened the need of
radio broadcasters for improved information management systems
and more sophisticated means to analyze such information.  In
addition, there is a growing demand for quality radio audience
information internationally from global advertisers, U.S.
broadcasters who have acquired broadcasting interests in other
countries, and an increasing number of private commercial
broadcasters in other countries.

     These trends are not confined to the radio broadcast
industry, but also affect other media.  As the importance of
reaching niche audiences with targeted marketing strategies
increases, broadcasters, publishers, advertising agencies and
advertisers increasingly require that information regarding
exposure to advertising be provided on an individualized rather
than a household basis and that such information be coupled with
information regarding shopping patterns and purchaser behavior.
The need for such qualitative information may create
opportunities for innovative approaches to satisfy these
information needs, particularly as technological advances
increase the alternatives available to advertisers for reaching
potential customers, including the possibilities of interactive
communication.


                               13




     Services.  Arbitron estimates audience size and demographics
in the U.S. for local radio stations, and reports this and
related data to its customers.  This information is used by radio
stations to price and sell advertising time and by advertising
agencies and large corporate advertisers in purchasing
advertising time.  Arbitron uses listener diaries to gather radio
listener data from sample households in the 265 local markets for
which it currently provides radio ratings.  Respondents mail the
diaries to Arbitron's processing center in Columbia, Maryland,
where Arbitron compiles periodic audience measurement estimates.
Arbitron is in the process of expanding the number of local
markets it measures more than once each year, and expects that by
the second half of 1997, it will provide ratings reports at least
twice annually in virtually all the local markets its serves.
Arbitron also provides software applications that give customers
flexible access to Arbitron's database, and enable them to more
effectively analyze and understand that information and develop
sales strategies for maximum effectiveness.  Arbitron is also
developing applications that will enable customers to link
information provided by Arbitron's database with information from
other databases (such as product purchasing behavior) so as to
enable customers to further refine sales strategies and compete
more effectively for advertising dollars.  The radio audience
measurement service and related software represented somewhat
more than 80% of Arbitron's revenue during 1996.

     Arbitron believes it will become increasingly important to
address the more comprehensive information needs of the broadcast
and cable industries by providing customers with services and
technology that link audience measurement data with product
purchasing data to enable customers to make more productive
marketing decisions.  Through the Scarborough Research
Partnership, Arbitron has the exclusive right to market the
Scarborough Report to radio broadcasters and cable systems.  The
Scarborough Report provides qualitative information regarding
product/service usage and media usage in 60 of the largest U.S.
markets, and measures products purchased based on a sample of
consumers in the relevant markets.  During 1996, issuance of the
Scarborough Report was increased from once to twice per year.
Arbitron has also developed and introduced in 44 mid-sized
markets its RetailDirect service, which is a locally oriented,
qualitative audience research service.  The service, which
utilizes diaries and telephone surveys, provides a profile of the
broadcast audience in terms of local media, retail and consumer
preferences so that local radio and television broadcasters and
cable systems will have information that helps them develop
targeted sales and programming strategies.  Arbitron's
Qualitative Diary service collects consumer and media usage
information from Arbitron radio diary keepers in 132 smaller
markets.

     Arbitron intends to further develop its capabilities and
technologies through acquisitions, alliances and licensing
arrangements that will enable it to provide the comprehensive
information management services that broadcasters, cable systems,
telecommunications companies, advertising agencies and
advertisers will require to market their products and services
more effectively.  Arbitron is exploring possible cooperative
arrangements that would facilitate the expansion of its radio
audience measurement service into selected international markets.
Arbitron is also involved in cooperative efforts to develop a
passive, personalized electronic measurement device to record
broadcast listening or viewing, and to develop measurement
products for the Internet and interactive television.  Arbitron
also holds a minority equity interest in a developer of hardware
and software technology to provide electronic audience
measurement systems to the cable industry.

     Sales and Marketing.  As of December 31, 1996, Arbitron
provided its radio audience measurement and related services to
approximately 2,600 radio stations and almost 2,400 advertising
agencies nationwide under contracts that vary in length from one
to seven years.  Arbitron markets its products and services
through a direct sales force operating through offices in six
cities around the U.S.  Reflecting the consolidation that has
occurred in the radio broadcasting industry, during 1996
Arbitron's ten largest customers represented 34% of its total
1996 revenue.


                               14



     Although the industry consolidation that has led to the
increased concentration of Arbitron's customer base could tend to
put pressure on the pricing of Arbitron's radio ratings service,
it has also contributed to an increase in the number of stations
subscribing for the ratings service, as stations have become
Arbitron customers upon their acquisition by a larger
broadcasting group.  It has also been Arbitron's experience
during the latter part of 1996 and in early 1997 that stations
which are part of a larger broadcasting group may be somewhat
more likely to purchase analytical software applications and
other services in addition to the ratings service.

     Competition.  Arbitron competes with two smaller providers
of radio audience measurement services, one of which utilizes a
different survey methodology than Arbitron and the other of which
is a relatively new entrant into the market.  Arbitron also
competes with other providers of applications software,
qualitative data and proprietary qualitative studies used by
broadcasters, cable systems, advertising agencies and
advertisers.


Defense Electronics Segment - Computing Devices International

     The Defense Electronics segment, consisting of Computing
Devices International ("Computing Devices"), provides mission-
critical electronics, software, systems integration and
information management for defense and other government agencies
and commercial customers in selected markets.  Computing Devices'
revenue for the years 1994, 1995 and 1996 was $486.3 million,
$509.5 million and $553.0 million, respectively.  Information
regarding Computing Devices' operating profit and identifiable
assets for the years 1994-1996 is in Note K, Segment Data, on
page 44 of the Company's 1996 Annual Report to Stockholders,
which is incorporated herein by reference.

     Markets.  Because of government budgetary constraints and
the end of the Cold War, defense spending has decreased worldwide
and is expected to continue to decline.  As a result,
overcapacity developed in the defense industry which has resulted
in significant consolidation among defense contractors, a trend
that is expected to continue.  At the same time, the defense
market focus has shifted from strategic defense (nuclear) to
tactical defense (non-nuclear), as the threat of military
conflicts shifts toward regional and ethnic conflicts.

     The factors noted earlier, coupled with advances in
commercially-available technologies, are contributing to a shift
in the focus of defense procurement spending.  The defense
electronics area is expected to be less affected by the financial
constraints discussed than other defense procurement areas, in
large measure because of the ability to extend the service life
and increase the sophistication of existing military equipment by
providing electronic upgrades to such equipment, and the ability
to enhance the deterrent effect of armed forces through advanced
information processing technology.  Armed forces are expected to
increasingly emphasize incorporating lower cost commercial off-
the-shelf technology and components into military equipment,
thereby permitting continued technological innovation in defense
systems with significantly reduced development costs.

     More generally, government agencies, including the military,
are beginning to recognize that efficiencies and cost savings may
be attainable through outsourcing many of the agencies' non-core
functions, paralleling a trend that has already developed in the
private sector.  Computing Devices believes that this growing
recognition may result in significant future opportunities for
providers of outsourced services, such as payroll processing, and
comprehensive information management solutions.



                               15



     Products and Services.  About 93% of Computing Devices' 1996
revenue was attributable to defense programs, principally
involving Canada, the United States and the United Kingdom.
Computing Devices maintains operations in all three of these
countries, and its Canadian subsidiary is the largest defense
contractor in Canada.  Computing Devices' products and services
provided to defense department customers feature its capabilities
in signal processing, digital image manipulation, "ruggedized"
subsystems for harsh environments and real-time software systems.
About 21% of Computing Devices' 1996 revenue was attributable to
products and services relating to avionics systems, including the
AN/AYK-14 standard Navy airborne mission computer systems; about
32% to communications systems, primarily the Iris contract
described below; about 23% to shipboard subsystems, anti-
submarine warfare subsystems, ground subsystems, display
subsystems and tactical reconnaissance systems, including a light
armored vehicle reconnaissance system for the Canadian military;
and about 17% to intelligence and surveillance systems, advanced
parallel processing, reconnaissance systems and imaging software.
The 7% of Computing Devices' 1996 revenue not involving defense
programs was attributable to contract manufacturing, document and
data management services to governmental entities and commercial
aviation information systems.

     During 1991, Computing Devices secured, through its Canadian
subsidiary, a contract to modernize the tactical command, control
and communications system used by the Canadian Department of
National Defence.  This system, called Iris, incorporates a broad
range of technologies, including satellite, fiber optic and
microwave communication.  During 1995 and 1996, Computing Devices
recorded revenue from this contract of $163.9 million and $172.1
million, respectively, representing 32.2% and 31.1%,
respectively, of Computing Devices' revenue in those years.  This
contract has a remaining term of approximately four years and
estimated total remaining revenue of $405 million over the life
of the contract.  Although Computing Devices' Canadian subsidiary
is the prime contractor under this contract, a significant
portion of the contract has been subcontracted to other
communications technology companies.  Computing Devices continues
to seek contracts to provide comprehensive information management
solutions, as evidenced by its 1996 selection by the U.S.
Department of Defense as the prime contractor for its Battlefield
Awareness and Data Dissemination program, which is expected to
incorporate advanced battlefield visualization and direct
broadcast transmission technologies.

     Computing Devices is also seeking to expand the scope of its
product offerings and the markets it serves, including the
application of defense developed technologies to business
opportunities in civilian and civil government markets, and the
exploitation of commercial off-the-shelf technologies.  In so
doing, Computing Devices may, from time to time, establish
cooperative arrangements with other entities where their
expertise or familiarity with other markets, products or
technologies would prove beneficial.  For example, in January
1995, the Company obtained a minority equity investment in ViA,
Inc. (formerly Key Idea Development, LLC), which has developed a
lightweight, voice-activated wearable computer.  In connection
therewith, the Company obtained an exclusive license to sell and
develop applications for this computer in the military and
airline maintenance markets.  In August 1995, the Company entered
into the DigitalXpress partnership formed to operate a satellite-
based data distribution system to provide point to multi-point
distribution of multimedia data for military and large commercial
customers.

     Sales and Marketing.  Computing Devices markets its products
and services through a direct sales force operating in the U.S.,
Canada, the United Kingdom, France and Malaysia.  Sales of
products and services are made principally through competitive
proposals in response to requests for bids from government
agencies and prime contractors.  In addition, Computing Devices
has independent sales agents who represent Computing Devices'
products and services in a number of European and Asian markets.


                               16



     Competition.  Computing Devices faces intense competition
with respect to all of its products and services.  Competition
has increased in recent years, largely reflecting factors such as
reduced defense spending, consolidation among defense
contractors, increasing vertical integration (and a corresponding
decrease in subcontracting) on the part of larger defense
contractors, and procurement reform efforts (such as an
increasing emphasis on the use of commercial off-the-shelf
technology).  Although many of Computing Devices' competitors are
companies (or divisions or subsidiaries of companies) that are
larger and have substantially greater financial resources,
Computing Devices believes that smaller companies within the
defense contracting industry may at times be able to adjust more
quickly to changes in the defense contracting environment.

     The principal competitive factors include price, compliance
with technical specifications, service and ability to perform in
accordance with the established schedule.  Due to the diversity
and specialized nature of the products and services provided and
the governmental security restrictions applicable to certain of
Computing Devices' activities, it is difficult to generalize as
to Computing Devices' market position in certain segments of its
business.  Computing Devices does believe, however, that it is
able to compete effectively in each of its market segments with
respect to these competitive factors.  In particular, Computing
Devices believes that its high rate of schedule adherence and
demonstrated technological capabilities are two of its principal
competitive advantages.

     In light of market conditions such as decreases in defense
spending, increasing price sensitivity from government customers,
and over-capacity and consolidation among defense contractors,
Computing Devices believes that the ability to become a low cost
provider of products and services will be an increasingly
important competitive factor.

     Government Contracts.  Approximately 94% and 93% of
Computing Devices' revenue for 1995 and 1996, respectively, was
derived from contracts with governmental entities or with prime
contractors to governmental entities which typically pass through
government contracting requirements to their subcontractors.
Companies which do business with governments are subject to
certain unique business risks.  Among these are dependence on
annual government appropriations, changing procurement policies
and regulations, complexity of design and possible cost overruns.
In addition, government efforts to detect and eliminate
irregularities in defense procurement programs have increased the
complexity and cost of doing business for government contractors.
Moreover, any government contractor determined to be in
noncompliance with applicable laws and regulations may be subject
to penalties and debarment or suspension from receiving
additional U.S. Government contracts.  Any government contract
may also be terminated by the government at any time it believes
that such termination would be in its best interests.  In such
event, Computing Devices would generally be entitled to receive
payments for its allowable costs and, in general, a proportionate
share of its fee or profit for the work actually performed.

     Approximately 91% of Computing Devices' 1996 revenue came
from government contracts that were fixed price contracts,
including the Iris contract.  Under this type of contract, the
price paid to Computing Devices is not subject to adjustment by
reason of the costs incurred by the Company in the performance of
the contract, except for costs incurred due to contract changes
ordered by the government.  Thus, under fixed price contracts,
the Company bears the risk of cost overruns, which may result
from factors such as the need to bid on programs in advance of
design completion, unforeseen technological difficulties, design
complexity and uncertain cost factors, particularly in connection
with multi-year contracts.  Multi-year fixed price contracts in
Canada and the United Kingdom do, however, normally allow for
price revision based on government price indices.


                               17



     Computing Devices is usually entitled to invoice governments
monthly on fixed price and cost reimbursable contracts.
Computing Devices does not normally acquire inventory in advance
of contract award, and does not maintain significant stocks of
finished products for sale.  Moreover, Computing Devices obtains
advance funding from customers in connection with certain of its
contracts.  The amount of progress payments and customer advances
and the amount of the holdback from such payments and advances
affect the amount of working capital necessary for Computing
Devices to finance work-in-process costs in the performance of
these contracts.  Governments typically do not recognize interest
or other costs associated with the use of capital and, therefore,
the timing of payments may affect Computing Devices'
profitability either positively or negatively.

     Computing Devices also performs work under cost reimbursable
and incentive type contracts.  Cost reimbursable contracts
provide for reimbursement of costs incurred, to the extent such
costs are allowable under applicable government regulations, plus
a fee.  Under incentive type contracts, the amount of profit or
fee realized varies with the attainment of incentive goals such
as costs incurred, delivery schedule, quality and other criteria.
Fixed price contracts normally carry a higher profit rate than
cost reimbursable and incentive type contracts to compensate for
higher business risk.  In addition, laws and regulations
applicable to government contracting provide that certain types
of costs may not be included in either the directly-billed cost
or the indirect overheads for which the government is
responsible. Many of these so-called "unallowable" costs include
ordinary costs of doing business in a commercial context.  These
costs must be borne out of the pretax profit of the Company and,
thus, tend to reduce margins on government work.

     Recognition of profits is based upon estimates of final
performance, which may change as contracts progress.  Work may be
performed prior to formal authorization or adjustment of contract
price for increased work scope, change orders and other funding
adjustments.  Because of the complexity of government contracts
and applicable regulations, contract disputes may occur.  The
resolution of such disputes may affect the profitability of
Computing Devices in performing these contracts.  The Company
believes that adequate provision has been made in its financial
statements for these and other normal uncertainties incident to
the Computing Devices business.

     International Sales.  International sales of Computing
Devices' products and services totaled approximately 56% and 59%
of Computing Devices' total revenue in 1995 and in 1996,
respectively.  About 79% of these products and services were
produced by the Company's Canadian or United Kingdom subsidiaries
for customers in those countries.  Because most of Computing
Devices' sales involve technologically advanced products,
services and expertise, export control regulations can limit the
type of products and services that may be offered and the
countries and governments to which sales may be made.  Computing
Devices' international sales are subject to risks inherent in
foreign commerce, including currency fluctuations, changes in
foreign governments and their policies, differences in foreign
laws and difficulties in negotiating and litigating with foreign
governments.  Computing Devices believes that the location of its
international operations tends to minimize certain of these
risks, and that it has mitigated other of these risks by
obtaining letters of credit and advance payments, by contractual
protections on currency fluctuations and by denominating
contracts in U.S. dollars where possible.

Additional Information

     Patents and Trademarks.  The Company owns or is licensed
under a number of patents which relate to its products and are of
importance to its business.  Certain of the Company's products
and services are marketed under federally registered trademarks
which are helpful in creating recognition in the marketplace.
However, the Company believes that none of its businesses is
materially dependent upon any particular patent, license or


                               18



trademark, or any particular group of patents, licenses or
trademarks.  Instead, the Company believes that its success and
growth are far more dependent, among other things, on the quality
of its services and products and its reputation with its
customers.

     Backlog.  The Company's reported backlog is attributable to
the Defense Electronics segment.  Backlog as reported does not
include those portions of government contracts for which funding
has not yet been approved, but does include the remaining value
of the Iris contract.

     As of December 31, 1996, the backlog of the Company's orders
was $851 million, of which $405 million related to the Iris
contract and $446 million related to other contracts and
programs.  At December 31, 1995, the comparable total backlog was
$1,004 million, of which Iris represented $557 million and other
contracts and programs represented $447 million.  The portion of
the backlog at the end of 1996 expected to be reflected in 1997
revenue is $418 million (49%), of which Iris represents $161
million and other contracts and programs represent $257 million.

     The portion of the total backlog under government prime
contracts and subcontracts was 85% at December 31, 1996 and 88%
at December 31, 1995, while the portion of government contract
backlog under fixed-price contracts was 92% and 97% at December
31, 1996 and 1995, respectively.  In each case, these percentages
include the Iris contract, which is a fixed-price contract with
the Canadian government.

     Although the Information Services businesses are typically
characterized by long-term customer relationships that result in
a high level of recurring revenue, a substantial portion of the
customer contracts utilized by these businesses are terminable by
the customers upon relatively short notice periods, including
contracts that have been extended beyond their original terms.
Principally for this reason, the Company does not believe that
meaningful backlog information can generally be provided for the
Information Services segment.

     Research and Development.  The table below sets forth the
amount of the Company's research and development expenses for the
periods indicated.




                                   Year ended December 31,
                                                
                                 1996         1995        1994
                                     (Dollars in millions)

Research and development        $69.4        $54.5       $40.5
Percent of revenues               4.6%         4.1%        3.4%
Customer sponsored research
  and development               $61.7        $71.7       $78.2



     The Company's research and development efforts, including
those sponsored cooperatively by the Company and other
participants, are generally described earlier in this Item in the
descriptions of the Company's business segments, and in Part II,
Item 7 of this report.  The amounts shown above as customer
sponsored research and development primarily represent government
funded product development efforts.

     Geographic Segment Data.  For financial information
regarding the Company's U.S. and international operations, see
Note K, Segment Data, on page 45 of the Company's 1996 Annual
Report to Stockholders, which is incorporated herein by
reference.

     Employees.  As of December 31, 1996, the Company and its
subsidiaries employed approximately 10,800 people on a full- or
part-time basis.  None of the Company's U.S. employees are
covered by a collective bargaining agreement, but certain
employees in Canadian and United Kingdom subsidiaries are
unionized.


                               19



Item 2.  Properties.

     At February 14, 1997, the Company's principal production and
office facilities were located in the metropolitan areas of
Minneapolis, Minnesota; Nashville, Tennessee; Atlanta, Georgia;
Columbia, Maryland; New York, New York; Fountain Valley and San
Francisco, California; St. Louis, Missouri; Ottawa and Calgary,
Canada; and London and Hastings, England.

     The following table summarizes the usage and location of the
Company's facilities as of February 14, 1997.



                                 FACILITIES
                       (In thousands of square feet)
                                                  
Type of Property Interest             U.S.     Non-U.S.    Worldwide
Owned                                  29         405          434
Leased                              3,508         247        3,755

   Total Square Feet                3,537         652        4,189

Utilization
Manufacturing & Warehousing           252         449          701
Office, Computer Center  & Other    2,423         203        2,626
Vacant/Idle                            95          --           95
Leased or Subleased to                767          --          767
Others

   Total Square Feet                3,537         652        4,189



     The 4.2 million square feet of aggregate space represents a
small decrease from February 29, 1996, reflecting an increase in
office and computer center space during 1996 that was more than
offset by a decrease in vacant and idle space.  Space subject to
assigned leases is not included in the table above, and the
Company remains secondarily liable under all such leases.  As of
December 31, 1996, these assigned leases involve 1.4 million
square feet of space and future rental obligations totaling $23.7
million.  The principal elements of these amounts are 0.4 million
square feet and $3.7 million related to the spin-off of Control
Data Systems, Inc. and 0.8 million square feet and $18.4 million
related to the 1989 sale of Imprimis Technology Incorporated to
Seagate Technology, Inc.  The Company does not anticipate any
material nonperformance by the assignees of these leases.

     Except for one building utilized by Computing Devices'
Canadian subsidiary (which is subject to a mortgage securing $5.9
million in debt obligations), no facilities owned by the Company
or its subsidiaries are subject to any major encumbrances.

     The Company believes that all of the facilities it currently
utilizes in its continuing operations are adequate for their
intended purposes and are adequately maintained.  Utilization of
those facilities varies among the Company's operations.
Generally, most of the facilities relating to the Company's
Information Services segment are reasonably necessary for current
and anticipated output levels of those businesses, but there is
excess production capacity in the Defense Electronics segment.
Efforts are ongoing to identify operations and facilities that
can be consolidated and to dispose of excess or idle space.


                               20




Item 3.  Legal Proceedings.

     Information regarding legal proceedings involving the
Company and its subsidiaries is contained in Note N, Legal
Matters, on page 47 of the Company's 1996 Annual Report to
Stockholders, which is incorporated herein by reference.


Item 4.  Submission of Matters to a Vote of Security Holders.

     None.












                               21




Executive Officers of the Registrant

     The executive officers of Ceridian as of March 1, 1997, are as follows:


                                                                Executive
  Name (Age)                      Position                    Officer Since

Lawrence Perlman (58)     Chairman, President and                  1980
                           Chief Executive Officer

John R. Eickhoff (56)     Executive Vice President                 1989
                           and Chief Financial Officer

Loren D. Gross (51)       Vice President and                       1993
                           Corporate Controller

Ronald James (46)         Executive Vice President, and            1996
                            President and Chief Executive
                            Officer of the Human Resources
                            Group

Michael E. Kotten (49)    Vice President,                          1995
                           Organization Resources

George L. McTavish (55)   Executive Vice President,                1995
                           and Chairman and Chief
                           Executive Officer of
                           Comdata Holdings Corporation

Stephen B. Morris (53)    Executive Vice President,                1992
                           and President and Chief
                           Executive Officer of Arbitron

Steven J. Olson (56)      Vice President and General               1994
                           Counsel

Ronald L. Turner (50)     Executive Vice President, and            1993
                           President and Chief Executive
                           Officer of Computing Devices
                           International

     The executive officers of the Company are elected by the
Board of Directors and serve at the pleasure of the Board of
Directors and the Chief Executive Officer.  They are customarily
elected each year at the meeting of the Board of Directors held
in conjunction with the annual meeting of stockholders.

     Lawrence Perlman has been President and Chief Executive
Officer of the Company since January 1990, and was appointed
Chairman in November 1992.  He is a director of Seagate
Technology, Inc., The Valspar Corporation and Computer Network
Technology Corporation.  Mr. Perlman has been a director of the
Company since 1985.

     John R. Eickhoff has been Executive Vice President and Chief
Financial Officer of the Company since May 1995, and was Vice
President and Chief Financial Officer of the Company from June
1993 to May 1995.  Mr. Eickhoff was Vice President and Corporate
Controller of the Company from July 1989 to June 1993.

     Loren D. Gross has been Vice President and Corporate
Controller of the Company since July 1993.  Mr. Gross was
Assistant Corporate Controller of the Company from March 1987 to
July 1993.


                               22



     Ronald James has been Executive Vice President of the
Company and President and Chief Executive Officer of its Human
Resources Group since January 1996.  He was Vice President-
Minnesota of US WEST Communications, Inc. from January 1990 to
December 1995.  Mr. James was a director of the Company from May
1991 through December 1995, and is a director of St. Paul
Companies, Inc. and Great Hall Investment Funds, Inc.

     Michael E. Kotten has been Vice President, Organization
Resources of the Company since July 1995.  Mr. Kotten was Vice
President, Human Resource Services of the Company from September
1994 to July 1995, and Vice President, Compensation and Benefits
of the Company from August 1991 to August 1994.

     George L. McTavish has been Executive Vice President of the
Company and Chairman and Chief Executive Officer its Comdata
Holdings subsidiary since it was acquired by the Company in
December 1995.  Mr. McTavish was Chairman and Chief Executive
Officer of Comdata Holdings from March 1992 to December 1995, and
was President and Chief Executive Officer of Comdata Holdings
from November 1987 to March 1992.  Mr. McTavish is a director of
Broadway & Seymour, Inc. and Seer Technology Corporation.

     Stephen B. Morris has been Executive Vice President of the
Company and President and Chief Executive Officer of its Arbitron
division since January 1996.  Mr. Morris was Vice President of
the Company and President of Arbitron from December 1992 to
January 1996.  He was President and Chief Executive Officer of
Vidcode, Inc., which electronically monitors, verifies and
reports the broadcast of television commercials, from August 1990
to December 1992; and Director and co-founder of Spectra
Marketing Systems, a micro-marketing firm, from March 1987 to
March 1992.  Prior to that time, he spent seventeen years at
General Foods Corporation, the last three as General
Manager/President of the Maxwell House Division.

     Steven J. Olson has been Vice President and General Counsel
of the Company since October 1994.  From October 1984 to October
1994, Mr. Olson was Vice President and Associate General Counsel
for the Company.

     Ronald L. Turner has been Executive Vice President of the
Company and President and Chief Executive Officer of its
Computing Devices International division since January 1996.  Mr.
Turner was Vice President of the Company and President of
Computing Devices International from January 1993 to January
1996.  Mr. Turner was President and Chief Executive Officer, GEC-
Marconi Electronics Systems Corporation, a defense electronics
company, from March 1987 to January 1993.  Mr. Turner is a
director of FLIR Systems, Inc. and BTG, Inc.















                               23



                             PART II

     All information incorporated by reference into Items 5
through 8 below is contained in the financial portion of the
Company's 1996 Annual Report to Stockholders, which is filed with
this Report as Exhibit 13.

Item 5.  Market for Registrant's Common Equity and Related
Stockholder Matters.

     The Company's common stock, par value $.50 per share
("Common Stock"), is listed and trades on the New York Stock
Exchange as well as on the Chicago and Pacific Stock Exchanges.
The following table sets forth the high and low sales prices for
a share of Common Stock on the New York Stock Exchange.

                                          
                       1996                      1995
                 High        Low          High         Low
 1st Quarter   $46.875      $37.00       $34.50       $26.125
 2nd Quarter    54.875       42.50        37.625       31.625
 3rd Quarter    51.375       41.625       46.875       36.75
 4th Quarter    53.125       39.00        47.50        36.625

     The number of holders of record of Common Stock on March 19,
1997 was 14,805.  No dividends have been declared or paid on the
Common Stock since 1985.  Although the Company is not
contractually precluded from paying dividends on its Common
Stock, it has no present intention of paying such dividends.

Item 6.  Selected Financial Data.

     See "Selected Five-Year Data" on the inside front cover,
which is incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations.

     See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 18 through 25,
which is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data.

     The financial statements described in Item 14(a)1 of this
Report are incorporated herein by reference.  See "Supplementary
Quarterly Data (Unaudited)" on page 49, which is incorporated
herein by reference.

Item 9.  Disagreements on Accounting and Financial Disclosure.

     None.




                               24




                            PART III

Item 10.  Directors and Executive Officers of the Registrant.

     See information regarding the directors and nominees for
director of Ceridian under the heading "Nominees for Director" on
pages 2 and 3 of the Proxy Statement for the Annual Meeting of
Stockholders, May 14, 1997 (the "Proxy Statement"), which is
incorporated herein by reference.

     See the information regarding compliance with Section 16(a)
of the Securities Exchange Act of 1934 under the heading "
Section 16(a) Beneficial Ownership Reporting Compliance" on page
23 of the Proxy Statement, which is incorporated herein by
reference.

     Information regarding the executive officers of Ceridian is
on pages 22 and 23 of this Report, and is incorporated herein by
reference.

Item 11.  Executive Compensation.

     See information under the headings "Directors' Compensation"
on page 4 of the Proxy Statement and "Executive Compensation" on
pages 15 through 20 of the Proxy Statement, all of which is
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management.

     See information under the heading "Share Ownership
Information" on pages 21 and 22 of the Proxy Statement, which is
incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions.

     None.




                               25





                             PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) 1.  Financial Statements of Registrant

     Incorporated by reference from the
     pages indicated in the Company's
     1996 Annual Report to Stockholders
     into Part II, Item 8, of this Report:
                                                                           Page

        Report of Management........................................         26

        Independent Auditors' Report................................         27

        Consolidated Statements of
        Operations for the years ended
        December 31, 1996, 1995 and 1994............................         28

        Consolidated Balance Sheets as of
        December 31, 1996 and 1995..................................         29

        Consolidated Statements of Cash Flows
        for the years ended
        December 31, 1996, 1995 and 1994............................         30

        Notes to Consolidated Financial Statements for
        the three years ended December 31, 1996.....................      31-48



                                   26




(a) 2.  Financial Statement Schedules of Registrant

INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE

THE BOARD OF DIRECTORS AND STOCKHOLDERS
CERIDIAN CORPORATION:


     Under date of January 23, 1997, except as to Note N - Age
Discrimination Litigation, which is as of March 5, 1997, we
reported on the consolidated balance sheets of Ceridian
Corporation and subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of operations and cash
flows for each of the years in the three-year period ended
December 31, 1996, as contained in the 1996 Annual Report to
Stockholders.  These consolidated financial statements and our
report thereon are incorporated by reference in the Annual Report
on Form 10-K for the year 1996.  In connection with our audits of
the aforementioned consolidated financial statements, we also
audited the related consolidated financial statement schedule as
listed in the accompanying index (see Item 14.(a)2.).  This
financial statement schedule is the responsibility of the
Company's management.  Our responsibility is to express an
opinion on this financial statement schedule based on our audits.

     In our opinion, based on our audits and the report of other
auditors, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as
a whole presents fairly, in all material respects, the
information set forth therein.



                                   /s/ KPMG Peat Marwick LLP
                                   KPMG Peat Marwick LLP


Minneapolis, Minnesota
January 23, 1997











                               27






                                                      SCHEDULE II

              CERIDIAN CORPORATION AND SUBSIDIARIES
                VALUATION AND QUALIFYING ACCOUNTS
                      (Dollars in millions)




Restructure and Discontinued Operations Reserves





                                                                             
                                              Employer        Computing
                                Arbitron      Services         Devices
                                   TV       Consolidation     Severance         Other        Total
  Reserve Balance 12/31/93      $  26.1      $  20.9           $   0.5        $  60.5       $ 108.0

   1994 Restructure Loss (1)                                                     15.0          15.0
   Sale of TeleMoney (2)                                                         14.1          14.1
   Cash Payments                  (17.4)        (8.5)             (0.5)         (27.3)        (53.7)
   Other Non-cash Items             2.4                                           2.5           4.9

  Reserve Balance 12/31/94      $  11.1      $  12.4           $     -        $  64.8       $  88.3

   Cash Payments                   (3.9)        (0.7)                           (13.6)        (18.2)
   Other Non-cash Items             0.3                                                         0.3

  Reserve Balance 12/31/95      $   7.5      $  11.7           $     -        $  51.2       $  70.4

   Cash Payments                   (1.6)        (2.6)                           (10.7)        (14.9)
   Other Non-cash Items (3)        (0.5)         0.2                              1.7           1.4

  Reserve Balance 12/31/96      $   5.4       $  9.3           $     -        $  42.2       $  56.9





(1) Does not include a restructure gain $15.0 in 1994.
(2) Represents obligations undertaken in connection with the sale
    of TeleMoney.
(3) Primarily proceeds from sale of idled assets
    which have been reclassified as cash inflow from
    investing activities.



                               28




                                               SCHEDULE II (CONT.)

             CERIDIAN CORPORATION AND SUBSIDIARIES

               VALUATION AND QUALIFYING ACCOUNTS

                     (Dollars in millions)




Allowance for Doubtful Accounts Receivable          Year Ended December 31,

                                                              
                                                  1996        1995       1994

Balance at beginning of year                    $ 12.4      $ 12.2     $ 11.8

Additions charged to costs and  expenses           5.5         6.1         6.3

Write-offs and other adjustments*                 (6.5)       (5.9)       (5.9)

Balance at end of year                          $ 11.4      $ 12.4      $ 12.2






(*) Other adjustments include balances removed as a result of
sales of businesses.


     All other financial statement schedules are omitted as the
required information is inapplicable or the information is
presented in the consolidated financial statements or related
notes.


                               29




(a) 3.  Exhibits

     The following is a complete list of Exhibits filed or
incorporated by reference as part of this report.

Exhibit    Description

2.01       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 the
           Company's Registration Statement on Form S-4 (File No. 33-
           64089))

2.02       Agreement and Plan of Reorganization, dated as of May 25,
           1994, among Tesseract Corporation, Braemar Acquisition
           Corp. and Ceridian Corporation (incorporated by reference
           to Exhibit 2 to the Company's Current Report on Form 8-K
           dated June 24, 1994, as amended (File No. 1-1969))

3.01       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))

3.02       Certificate of Amendment of Restated Certificate of
           Incorporation of Ceridian Corporation (incorporated by
           reference to Exhibit 3 to the Company's Quarterly Report
           on Form 10-Q for the quarter ended June 30, 1996 (File No.
           1-1969))

3.03       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))

10.01*     Amended and Restated Executive Employment
           Agreement between Ceridian Corporation and Lawrence
           Perlman, dated as of November 8, 1996

10.02*     Executive Employment Agreement between Ceridian
           Corporation and Ronald L. Turner, dated February 3, 1995
           (incorporated by reference to Exhibit 10.02 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File No. 1-1969))

10.03*     Executive Employment Agreement between Ceridian
           Corporation and Stephen B. Morris, dated February 3, 1995
           (incorporated by reference to Exhibit 10.04 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File No. 1-1969))

10.04*     Executive Employment Agreement between Ceridian
           Corporation and John R. Eickhoff, dated February 3, 1995
           (incorporated by reference to Exhibit 10.05 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File No. 1-1069))

10.05*     Executive Employment Agreement between Ceridian
           Corporation and Ronald James, dated January 1, 1996


*  Management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Report.



                               30




10.06*     Form of Amendment to Executive Employment Agreement
           (applicable to agreements between the Company and Ronald
           L. Turner, Stephen B. Morris, John R. Eickhoff and Ronald
           James)

10.07*     Ceridian Corporation 1993 Non-Employee Director Stock Plan
           (incorporated by reference to Exhibit 2 to the Company's
           Proxy Statement for Annual Meeting of Stockholders, May
           12, 1993 (File No. 1-1969))

10.08*     Ceridian Corporation 1996 Director Performance Incentive
           Plan, as amended through December 31, 1996

10.09*     Ceridian Corporation Amended and Restated 1993 Long-Term
           Incentive Plan (as amended through January 30, 1997)

10.10*     Ceridian Corporation 1990 Long-Term Incentive Plan (1992
           Restatement) (as amended through October 21, 1994)
           (incorporated by reference to Exhibit 10.12 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File No. 1-1969))

10.11*     Description of the Ceridian Corporation Annual Executive
           Incentive Plan

10.12*     Ceridian Corporation Benefit Equalization Plan, as amended
           (effective generally as of January 1, 1994) (incorporated
           by reference to Exhibit 10.14 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1994
           (File No. 1-1969))

10.13*     Ceridian Corporation Employees' Benefit Protection Trust
           Agreement, dated as of December 1, 1994, between Ceridian
           Corporation and First Trust National Association
           (incorporated by reference to Exhibit 10.15 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File No. 1-1969))

10.14*     Ceridian Corporation Deferred Compensation Plan
           (incorporated by reference to Exhibit 10.16 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File N. 1-1969))

10.15*     First Declaration of Amendment to Ceridian Corporation
           Deferred Compensation Plan

10.16*     Form of Indemnification Agreement between Ceridian
           Corporation and its Directors

10.17*     Form of Ceridian Corporation Performance Restricted Stock
           Award Agreement

10.18      Agreement for Information Technology Services, dated as of
           January 10, 1995, between Ceridian Corporation and
           Integrated Systems Solutions Corporation (incorporated by
           reference to Exhibit 10.18 to the Company's Annual Report
           on Form 10-K for the year ended December 31, 1994 (File
           No. 1-1969))

10.19      Amended and Restated Agreement for Systems Operations
           Services, dated May 1, 1995, between Comdata Network, Inc.
           and Integrated Systems Solutions Corporation (incorporated
           by reference to Exhibit 10.20 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1995
           (File No. 1-1969))


*  Management contract or compensatory plan or arrangement
 required to be filed as an exhibit to this Report.




                               31





10.20      Telecommunications Services Agreement, dated as of
           December 1, 1994, among Worldcom, Inc., Comdata Network,
           Inc. and Comdata Telecommunications Services, Inc.
           (incorporated by reference to Exhibit 10.21 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1995 (File No. 1-1969))

10.21      Credit Agreement, dated as of December 12, 1995, among
           Ceridian Corporation, Bank of America National Trust and
           Savings Association as Agent, and the Financial
           Institutions Parties Thereto (incorporated by reference to
           Exhibit 10.22 to the Company's Annual Report on Form 10-K
           for the year ended December 31, 1995 (File No. 1-1969))

11.        Statement Regarding Computation of Per Share Earnings

12.        Statements Regarding Computation of Ratio of Earnings to
           Fixed Charges and Preferred Dividends

13.        1996 Annual Report to Stockholders of the Company

21.        Subsidiaries of the Company

23.01      Consent of Independent Auditors - KPMG Peat Marwick LLP

23.02      Consent of Independent Auditors - Arthur Andersen LLP

24.        Power of Attorney

27.        Financial Data Schedule

     If requested, the Company will provide copies of any of the
exhibits listed above upon payment of its reasonable expenses in
furnishing such exhibits.  The Company will provide to the
Securities and Exchange Commission, upon request, any schedule to
any of the foregoing exhibits which has not been filed.
Securities authorized pursuant to long-term debt instruments of
the Company and its consolidated subsidiaries do not exceed 1% of
the total assets of the Company and its consolidated
subsidiaries.  The Company will furnish copies of instruments
under which such securities are authorized to the Securities and
Exchange Commission upon request.

(b)  Reports on Form 8-K

     The Company filed no reports on Form 8-K during the quarter
ended December 31, 1996.  The Company did file a report on Form
8-K on January 23, 1997, reporting under Item 5 thereof important
factors known to the Company that could cause the Company's
actual results in 1997 to differ materially from forward-looking
statements made in Company filings with the Securities and
Exchange Commission and in press releases and other Company
publications, and made orally by Company management.  This filing
was made for purposes of the safe harbor provided for forward-
looking statements by Section 21E of the Securities Exchange Act
of 1934, as amended.



                               32





                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, as of March 24, 1997.

                              CERIDIAN CORPORATION


                              By    /s/Lawrence Perlman
                                    Lawrence Perlman
                                    Chairman, President and Chief
                                    Executive Officer

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities
indicated as of March 24, 1997.



/s/Lawrence Perlman                     /s/J R Eickhoff
Lawrence Perlman                        J. R. Eickhoff
Chairman, President and Chief           Executive Vice President
Executive Officer (Principal            and Chief
Executive Officer) and Director         Financial Officer
                                        (Principal Financial Officer)



/s/Loren Gross
Loren D. Gross
Vice President and Corporate
Controller (Principal Accounting
Officer)

*/s/Ruth M. Davis                       */s/George R. Lewis
Ruth M. Davis, Director                 George R. Lewis, Director

*/s/Allen W. Dawson                     */s/Charles Marshall*
Allen W. Dawson, Director               Charles Marshall, Director

*/s/Richard G. Lareau                   */s/Carole J. Uhrich
Richard G. Lareau, Director             Carole J. Uhrich, Director

                                        */s/Richard W. Vieser*
Ronald T. LeMay, Director               Richard W. Vieser, Director

                                        */s/Paul S. Walsh*
                                        Paul S. Walsh, Director


/s/John A. Haveman
*By: John A. Haveman, Attorney-in-fact





                               33




                              EXHIBIT INDEX

Exhibit    Description

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

2.02       Agreement and Plan of Reorganization, dated as of May 25,        IBR
           1994, among Tesseract Corporation, Braemar Acquisition
           Corp. and Ceridian Corporation (incorporated by reference
           to Exhibit 2 to the Company's Current Report on Form 8-K
           dated June 24, 1994, as amended (File No. 1-1969))

3.01       Restated Certificate of Incorporation of Ceridian                IBR
           Corporation (incorporated by reference to Exhibit 4.01 to
           the Company's Registration Statement on Form S-8 (File No.
           33-54379))

3.02       Certificate of Amendment of Restated Certificate of              IBR
           Incorporation of Ceridian Corporation (incorporated by
           reference to Exhibit 3 to the Company's Quarterly Report
           on Form 10-Q for the quarter ended June 30, 1996 (File No.
           1-1969))

3.03       Bylaws of Ceridian Corporation, as amended (incorporated         IBR
           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))

10.01*     Amended and Restated Executive Employment                        E
           Agreement between Ceridian Corporation and Lawrence
           Perlman, dated as of November 8, 1996

10.02*     Executive Employment Agreement between Ceridian
           Corporation and Ronald L. Turner, dated February 3, 1995         IBR
           (incorporated by reference to Exhibit 10.02 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File No. 1-1969))

10.03*     Executive Employment Agreement between Ceridian                  IBR
           Corporation and Stephen B. Morris, dated February 3, 1995
           (incorporated by reference to Exhibit 10.04 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File No. 1-1969))

10.04*     Executive Employment Agreement between Ceridian                  IBR
           Corporation and John R. Eickhoff, dated February 3, 1995
           (incorporated by reference to Exhibit 10.05 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File No. 1-1069))

10.05*     Executive Employment Agreement between Ceridian                  E
           Corporation and Ronald James, dated January 1, 1996

10.06*     Form of Amendment to Executive Employment Agreement              E
           (applicable to agreements between the Company and Ronald
           L. Turner, Stephen B. Morris, John R. Eickhoff and Ronald
           James)

10.07*     Ceridian Corporation 1993 Non-Employee Director Stock Plan       IBR
           (incorporated by reference to Exhibit 2 to the Company's
           Proxy Statement for Annual Meeting of Stockholders, May
           12, 1993 (File No. 1-1969))

10.08*     Ceridian Corporation 1996 Director Performance Incentive         E
           Plan, as amended through December 31, 1996

10.09*     Ceridian Corporation Amended and Restated 1993 Long-Term         E
           Incentive Plan (as amended through January 30, 1997)

10.10*     Ceridian Corporation 1990 Long-Term Incentive Plan (1992         IBR
           Restatement) (as amended through October 21, 1994)
           (incorporated by reference to Exhibit 10.12 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File No. 1-1969))

10.11*     Description of the Ceridian Corporation Annual Executive         E
           Incentive Plan

10.12*     Ceridian Corporation Benefit Equalization Plan, as amended       IBR
           (effective generally as of January 1, 1994) (incorporated
           by reference to Exhibit 10.14 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1994
           (File No. 1-1969))

10.13*     Ceridian Corporation Employees' Benefit Protection Trust         IBR
           Agreement, dated as of December 1, 1994, between Ceridian
           Corporation and First Trust National Association
           (incorporated by reference to Exhibit 10.15 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File No. 1-1969))

10.14*     Ceridian Corporation Deferred Compensation Plan                  IBR
           (incorporated by reference to Exhibit 10.16 to the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 1994 (File N. 1-1969))

10.15*     First Declaration of Amendment to Ceridian Corporation           E
           Deferred Compensation Plan

10.16*     Form of Indemnification Agreement between Ceridian               E
           Corporation and its Directors

10.17*     Form of Ceridian Corporation Performance Restricted Stock        E
           Award Agreement

10.18      Agreement for Information Technology Services, dated as of       IBR
           January 10, 1995, between Ceridian Corporation and
           Integrated Systems Solutions Corporation (incorporated by
           reference to Exhibit 10.18 to the Company's Annual Report
           on Form 10-K for the year ended December 31, 1994 (File
           No. 1-1969))

10.19      Amended and Restated Agreement for Systems Operations            IBR
           Services, dated May 1, 1995, between Comdata Network, Inc.
           and Integrated Systems Solutions Corporation (incorporated
           by reference to Exhibit 10.20 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1995
           (File No. 1-1969))

10.20     Telecommunications Services Agreement, dated as of                IBR
          December 1, 1994, among Worldcom, Inc., Comdata Network,
          Inc. and Comdata Telecommunications Services, Inc.
          (incorporated by reference to Exhibit 10.21 to the
          Company's Annual Report on Form 10-K for the year ended
          December 31, 1995 (File No. 1-1969))

10.21     Credit Agreement, dated as of December 12, 1995, among            IBR
          Ceridian Corporation, Bank of America National Trust and
          Savings Association as Agent, and the Financial
          Institutions Parties Thereto (incorporated by reference to
          Exhibit 10.22 to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1995 (File No. 1-1969))

11.       Statement Regarding Computation of Per Share Earnings             E

12.       Statements Regarding Computation of Ratio of Earnings to          E
          Fixed Charges and Preferred Dividends

13.       1996 Annual Report to Stockholders of the Company                 E

21.       Subsidiaries of the Company                                       E

23.01     Consent of Independent Auditors - KPMG Peat Marwick LLP           E

23.02     Consent of Independent Auditors - Arthur Andersen LLP             E

24.       Power of Attorney                                                 E

27.       Financial Data Schedule                                           E


          IBR - Incorporated by reference
          E   - Electronically filed

EX-10.01

 
                                                      EXHIBIT 10.01

                       CERIDIAN CORPORATION
                       AMENDED AND RESTATED
                  EXECUTIVE EMPLOYMENT AGREEMENT

PARTIES:

           CERIDIAN CORPORATION (a Delaware Corporation)
                      8100 34th Avenue South
                 Minneapolis, Minnesota 55425-1640

                                and

                  LAWRENCE PERLMAN ("Executive")


Dated as of November 8, 1996

RECITALS

     A.   Ceridian Corporation and Executive are parties to an
          Executive Employment Agreement dated December 13, 1993,
          which was amended in accordance with an Amendment to
          Executive Employment Agreement dated June 20, 1996 (as so
          amended, the "1993 Agreement").

     B.   Ceridian Corporation wishes to obtain the services of
          Executive for a period extending beyond the term of the
          1993 Agreement, and the Executive wishes to provide his
          or her services for such period, on the terms and
          conditions contained in this Amended and Restated
          Employment Agreement (the "Agreement").

     C.   Ceridian Corporation desires reasonable protection of the
          Company's Confidential Information (as defined below).

     D.   Ceridian Corporation desires assurance that Executive
          will not compete with the Company (as defined below) or
          engage in recruitment of the Company's employees for a
          reasonable period of time after termination of
          employment, and Executive is willing to refrain from
          competition and recruitment.

     E.   Executive desires to be assured of a minimum Base Salary
          (as defined below) from Ceridian (as defined below) for
          Executive's services for the term of this Agreement
          (unless terminated earlier pursuant to the terms of this
          Agreement).

     F.   It is expressly recognized by the parties that
          Executive's acceptance of, and continuance in,
          Executive's position with Ceridian and agreement to be
          bound by the terms of this Agreement represents a
          substantial commitment to Ceridian in terms of


                                    1



          Executive's personal and professional career and a
          foregoing of present and future career options by
          Executive, for all of which Ceridian receives substantial
          value.

     G.   The parties recognize that a Change of Control (as
          defined below) may result in material alteration or
          diminishment of Executive's position and responsibilities
          and substantially frustrate the purpose of Executive's
          commitment to Ceridian and forbearance of options.

     H.   The parties recognize that in light of the above-
          described commitment and forbearance of options, it is
          essential that, for the benefit of Ceridian and its
          stockholders, provision be made for a Change in Control
          Termination in order to enable Executive to accept and
          effectively continue in Executive's position in the face
          of inherently disruptive circumstances arising from the
          possibility of a Change of Control of Ceridian, although
          no such change is now contemplated or foreseen.

     I.   The parties wish to replace any and all prior agreements
          and undertakings with respect to the Executive's
          employment and Change of Control occurrences and
          compensation.

NOW, THEREFORE, in consideration of Executive's acceptance of and
continuance in Executive's employment for the term of this
Agreement and the parties' agreement to be bound by the terms
contained herein, the parties agree as follows:

                             ARTICLE I
                            DEFINITIONS

1.01 "Base Salary" shall mean regular cash compensation paid on a
     periodic basis, before withholding for federal, state and
     local taxes, exclusive of benefits, bonuses or incentive
     payments.  "Base Salary" shall not be reduced by salary
     reduction contributions made by Ceridian on behalf of
     Executive to a cafeteria plan, 401(k) plan or other plan
     providing for the deferral of compensation.

1.02 "Board" shall mean the Board of Directors of Ceridian.

1.03 "Cause" shall mean (a) fraud, (b) misrepresentation, (c) theft
     or embezzlement of Company assets, (d) intentional violations
     of law involving moral turpitude, (e) the continued failure by
     Executive to satisfactorily perform his or her duties as
     reasonably assigned to Executive pursuant to Section 2.02 of
     this Agreement for a period of 60 days after a written demand
     for such satisfactory performance which specifically
     identifies the manner in which it is alleged Executive has not
     satisfactorily performed such duties.

1.04 "Ceridian" shall mean Ceridian Corporation and any successor
     in interest by way of consolidation, operation of law, merger
     or otherwise.  "Ceridian" shall not include any Subsidiary.


                                    2




1.05 "Committee" shall mean the Compensation and Human Resources
     Committee of the Board.

1.06 "Company" shall mean Ceridian and any Subsidiary (as that term
     is defined in Section 1.09).

1.07 "Confidential Information" shall mean information or material
     which is not generally available to or used by others, or the
     utility or value of which is not generally known or recognized
     as standard practice, whether or not the underlying details
     are in the public domain, including:

     (a)  information or material relating to the Company and its
          business as conducted or anticipated to be conducted;
          business plans; operations; past, current or anticipated
          software, products or services; customers or prospective
          customers; or research, engineering, development,
          manufacturing, purchasing, accounting, or marketing
          activities;

     (b)  information or material relating to the Company's
          inventions, improvements, discoveries, "know-how,"
          technological developments, or unpublished writings or
          other works of authorship, or to the materials,
          apparatus, processes, formulae, plans or methods used in
          the development, manufacture or marketing of the
          Company's software, products or services;

     (c)  information which when received is marked as
          "proprietary," "private," or "confidential;"

     (d)  trade secrets;

     (e)  software in various stages of development, including
          computer programs in source code and binary code form,
          software designs, specifications, programming aids
          (including "library subroutines" and productivity tools),
          programming languages, interfaces, visual displays,
          technical documentation, user manuals, data files and
          databases; and

     (f)  any similar information of the type described above which
          the Company obtained from another party and which the
          Company treats as or designates as being proprietary,
          private or confidential, whether or not owned or
          developed by the Company.

          Notwithstanding the foregoing, "Confidential Information"
          does not include any information which is properly
          published or in the public domain; provided, however,
          that information which is published by or with the aid of
          Executive outside the scope of employment or contrary to
          the requirements of this Agreement will not be considered
          to have been properly published, and therefore will not
          be in the public domain for purposes of this Agreement.


                                    3



1.08 "Disability" shall mean the inability of Executive to perform
     his or her duties under this Agreement because of illness or
     incapacity for a continuous period of five (5) months.

1.09 "Subsidiary" shall mean:  (a) any corporation at least a
     majority of whose securities having ordinary voting power for
     the election of directors (other than securities having such
     power only by reason of the occurrence of a contingency) is at
     the time owned by Ceridian and/or one or more Subsidiaries;
     and (b) any division or business unit (or portion thereof) of
     Ceridian or a corporation described in clause (a) of this
     Section 1.09.

                            ARTICLE II
                    EMPLOYMENT, DUTIES AND TERM

2.01 Employment.  Upon the terms and conditions set forth in this
     Agreement, Ceridian hereby employs Executive, and Executive
     accepts such employment.  Except as expressly provided herein,
     termination of this Agreement by either party shall also
     terminate Executive's employment by Ceridian.

2.02 Duties.  Executive shall devote his full-time and best efforts
     to the Company and to fulfilling the duties of his position as
     Chief Executive Officer of Ceridian, which shall include such
     duties as may from time to time be assigned him by the Board,
     provided that such duties are reasonably consistent with
     Executive's education, experience, background and previous
     duties as Chief Executive Officer of Ceridian.  Executive
     shall comply with Ceridian's policies and procedures to the
     extent they are not inconsistent with this Agreement, in which
     case the provisions of this Agreement prevail.

2.03 Term.  Subject to the provisions of Articles IV and VII,
     Executive's employment pursuant to this Agreement shall
     continue until April 30, 2000.  If employment is continued
     after April 30, 2000 by mutual agreement, such employment
     shall be terminable at will by either party and this Agreement
     shall expire.


                            ARTICLE III
                     COMPENSATION AND EXPENSES

3.01 Base Salary.  For all services rendered under this Agreement
     during the term of Executive's employment, Ceridian shall pay
     Executive an annual Base Salary of $700,000 through December
     31, 1997, and an annual Base Salary of $750,000 thereafter.

3.02 Annual Incentive Bonus.  Executive shall participate during
     the term of this Agreement in an executive Annual Incentive
     Bonus Plan, whose annual payment at "target performance" shall
     be 65% of annual Base Salary.  Terms for the Annual Incentive
     Bonus Plan, including the criteria for "target performance,"
     shall be determined annually by the Committee, in its sole
     discretion.  Any bonus payable to Executive pursuant to the
     Annual Incentive Bonus Plan for services rendered hereunder
     during calendar year 1999 will be paid to Executive on or
     before December 31, 1999.


                                    4



3.03 Long-Term Incentive Awards.  As of the date of this Agreement,
     Executive shall be granted under the Ceridian Corporation 1993
     Long-Term Incentive Plan (as amended through May 8, 1996)
     ("1993 LTIP") (i) an option to purchase 75,000 shares of
     Ceridian Corporation common stock pursuant to a Stock Option
     Award Agreement in the form attached hereto as Exhibit A, and
     (ii) an option to purchase 150,000 shares of Ceridian
     Corporation common stock pursuant to a Stock Option Award
     Agreement in the form attached hereto as Exhibit B.  Executive
     shall also be granted under the 1993 LTIP (as it then exists)
     an option to purchase 75,000 shares of Ceridian Corporation
     common stock on January 30, 1997 pursuant to a Stock Option
     Award Agreement in the form attached hereto as Exhibit C, and
     an option to purchase 75,000 shares of Ceridian Corporation
     common stock on each of April 30, 1997 and July 31, 1997, each
     such award to be made pursuant to a Stock Option Award
     Agreement in the form attached hereto as Exhibit D.

3.04 Business Expenses.  Ceridian shall, in accordance with, and to
     the extent of, its policies in effect from time to time, bear
     all ordinary and necessary business expenses incurred by
     Executive in performing his or her duties as an employee of
     Ceridian during the term of this Agreement, provided that
     Executive accounts promptly for such expenses to Ceridian in
     the manner prescribed from time to time by Ceridian.

3.05 Post-Retirement Expenses.  If Executive's employment with
     Ceridian terminates on or after April 30, 2000 or at an
     earlier date pursuant to Section 4.05 hereof, Ceridian shall
     make available to Executive a $200,000 allowance for post-
     retirement perquisites of Executive's choosing.  Within 30
     days of the date of such termination, Executive shall provide
     written notice to Ceridian of payments to be made on his
     behalf directly to third-party provider(s) of such
     perquisites, and of any Ceridian property such as office
     furnishings, artwork or equipment that Executive desires to
     purchase.  Ceridian will debit against the allowance the total
     of payments to be made to such third-party providers and the
     fair market value (as determined by Ceridian) of any Ceridian
     property that it is willing to sell to Executive and will pay
     the balance of the allowance, less applicable withholding
     taxes, if any, to Executive within 20 days of its receipt of
     Executive's written notice.

                            ARTICLE IV
                         EARLY TERMINATION

4.01 Early Termination.  Subject to the respective continuing
     obligations of the parties pursuant to Articles V, VI,  and
     VIII, this Article sets forth the terms for early termination
     of this Agreement; provided, however, that this Article shall
     not apply to a Change of Control Termination which is governed
     solely by the provisions of Article VII.

4.02 Termination for Cause.  The Board may terminate this Agreement
     immediately for Cause by resolution duly adopted by a majority
     vote of the entire membership of the Board.  In the event of
     termination for Cause pursuant to this Section 4.02, Executive
     shall be paid at the usual rate of Executive's annual Base
     Salary through the date of termination specified in any notice
     of termination.


                                    5



4.03 Termination By Board Without Cause.  The Board, by resolution
     duly adopted by a majority vote of the entire membership of
     the Board, may terminate this Agreement and Executive's
     employment without Cause on at least 75 days' written notice.
     In the event of such termination, compensation shall be paid
     as follows:

     (a)  Executive shall be paid at the usual rate of his annual
          Base Salary through the date of termination specified in
          the notice, provided, however, that the Board shall have
          the option of making termination of the Agreement and
          Executive's employment effective immediately upon notice
          in which case Executive shall be paid a lump sum
          representing the value of 75 days' worth of Base Salary;

     (b)  Executive shall receive (1) within 15 days following
          termination, a lump sum payment equivalent to two times
          the annual Base Salary in effect for Executive
          immediately prior to the date of such notice of
          termination, and (2) upon execution and delivery to
          Ceridian of a release (in the form attached as Exhibit E)
          of all claims against Ceridian, an additional lump sum
          payment equivalent to the annual Base Salary in effect
          for Executive immediately prior to the date of such
          notice of termination.  Executive's entitlement to the
          lump sum payments described in clauses (1) and (2) of the
          preceding sentence shall be unaffected by any waiver or
          limitation by Ceridian of the non-competition obligation
          contained in Section 6.02.

     (c)  Executive shall be paid an amount equal to (1) the bonus,
          if any, to which Executive would otherwise have become
          entitled under the Annual Incentive Bonus Plan as in
          effect at the time of termination of this Agreement had
          Executive remained continuously employed for the full
          fiscal year in which termination occurred and continued
          to perform his duties in the same manner as they were
          performed immediately prior to termination, multiplied by
          (2) a fraction, the numerator of which shall be the
          number of whole months Executive was employed in the year
          in which termination occurred and the denominator of
          which is 12.  The amount payable pursuant to this Section
          4.03(c) shall be paid within 15 days after the date such
          bonus would have been paid had Executive remained
          employed for the full fiscal year.

     (d)  Executive's rights and benefits under any stock option
          award granted prior to the date of this Agreement shall
          become fully vested at termination and all such stock
          options shall be immediately and fully exercisable.

4.04 Termination By Executive.  Executive may terminate this
     Agreement and Executive's employment without Cause on at least
     75 days' written notice to Ceridian.  In the event of such
     termination, Executive shall be paid at the usual rate of his
     annual Base Salary through the date of termination specified
     in such notice (but not to exceed 75 days).  The Board shall
     have the option, following receipt of such notice, of making
     termination of the Agreement and Executive's employment
     effective immediately, in which case Executive shall be paid a
     lump sum representing the value of 75 days' worth of Base
     Salary.


                                    6



4.05 Termination to Retain Designated Successor.  If the Committee
     makes a good faith determination during the term of this
     Agreement that a person who has been designated by the non-
     employee members of the Board as the intended successor to
     Executive as Chief Executive Officer of Ceridian (the
     "Successor") will accept such position only if his or her
     employment as Chief Executive Officer of Ceridian becomes
     effective immediately, the Committee shall so inform Executive
     and Executive shall promptly notify the Committee of his
     retirement as an officer and director of Ceridian.  Upon the
     Committee's receipt of Executive's retirement notice, this
     Agreement and Executive's employment hereunder shall be
     terminated.  In the event of such termination, compensation
     shall be paid as follows:

     (a)  Executive shall be paid at the usual rate of his annual
          Base Salary until the later of (1) the end of the
          calendar year in which such termination occurs, or (2) 75
          days after such termination occurs;

     (b)  Executive shall be paid an amount equal to the bonus, if
          any, to which Executive would otherwise have become
          entitled under the Annual Incentive Bonus Plan as in
          effect at the time of termination of this Agreement had
          Executive remained continuously employed for the full
          fiscal year in which termination occurred and "target
          performance" goals had been achieved.  The amount payable
          pursuant to this Section 4.05(b) shall ordinarily be paid
          at the time such bonus would have been paid had Executive
          remained employed for the full fiscal year, but will be
          paid immediately prior to the end of the calendar year in
          which such termination occurred if Executive so requests.

     (c)  Executive shall be entitled to receive the payment
          specified in Section 3.05 hereof.

     (d)  For purposes of any stock option or restricted stock
          award or any other employee benefit plan existing on the
          date of such termination, Executive's termination
          pursuant to this Section 4.05 shall be deemed a voluntary
          termination without Cause by Executive, and his rights
          and benefits under such awards or plans in light of such
          termination shall be determined in accordance with the
          terms of the related award agreements or plans.

4.06 Termination In The Event of Death or Disability.  This
     Agreement shall terminate in the event of death or Disability
     of Executive.

     (a)  In the event of Executive's death, Ceridian shall pay an
          amount equal to 12 months of Base Salary at the rate in
          effect at the time of Executive's death plus the amount
          Executive would have received under the Annual Incentive
          Bonus Plan for the year in which termination occurs had
          "target performance" goals been achieved.  Such amount
          shall be paid (1) to the beneficiary or beneficiaries
          designated in writing to Ceridian by Executive, (2) in
          the absence of such designation to the surviving spouse,
          or (3) if there is no surviving spouse, or such surviving
          spouse disclaims all or any part, then the full amount,
          or such disclaimed portion, shall be paid to the
          executor, administrator or other personal representative
          of Executive's estate.  The amount shall be paid as a


                                    7



          lump sum as soon as practicable following Ceridian's
          receipt of notice of Executive's death.  All such
          payments shall be in addition to any payments due
          pursuant to Section 4.06(c) below.

     (b)  In the event of Executive's Disability, Base Salary shall
          be terminated as of the end of the month in which the
          last day of the five-month period of Executive's
          inability to perform his duties occurs.

     (c)  In the event of termination by reason of Executive's
          death or Disability, Ceridian shall pay to Executive an
          amount equal to (1) the amount Executive would have
          received under the Annual Incentive Bonus Plan for the
          year in which termination occurs had "target performance"
          goals been achieved, multiplied by (2) a fraction, the
          numerator of which shall be the number of whole months
          Executive was employed in the year in which the death or
          Disability occurred and the denominator of which is 12.
          The amount payable pursuant to this Section 4.04(c) shall
          be paid within 15 days after the date such bonus would
          have been paid had Executive remained employed for the
          full fiscal year.

4.07 Pension Supplement.  If the Board terminates Executive's
     employment pursuant to Section 4.03, Ceridian shall provide to
     Executive, out of its general assets, a monthly supplemental
     retirement benefit in an amount equal to the actuarial
     equivalent of the difference, if any, between:

     (a)  the monthly benefit to which Executive would have been
          entitled under the defined benefit pension plan or plans
          in which he participated immediately prior to his
          termination of employment if (1) an amount equivalent to
          three times the annual Base Salary were taken into
          account for purposes of determining his "final average
          pay" or similar term (as then defined under the terms of
          such plan or plans and determined without regard to the
          limitation on the total amount of compensation that can
          be taken into account under such plan or plans) for
          either (A) the year in which Executive's termination of
          employment occurred; or (B) the prior full year,
          whichever provides the highest total final average pay;
          and (2) Executive received one year of additional service
          credit under any such plan for each year of Base Salary
          to which Executive is entitled under clauses (1) and (2)
          of Section 4.03(b);

     (b)  and the amount to which Executive is, in fact, entitled
          under such plan or plans.

     The benefit calculated under this Section 4.07 shall be paid
     at the same time and in the same form as the benefit under the
     plan with respect to which such calculation is made.

4.08 Entire Termination Payment.  The compensation provided for in
     this Article IV for early termination of this Agreement shall
     constitute Executive's sole remedy for any such termination.
     Executive shall not be entitled to any other termination or
     severance payment which may be payable to Executive under any
     other agreement between Executive and Ceridian.


                                    8



                             ARTICLE V
            CONFIDENTIALITY, DISCLOSURE AND ASSIGNMENT

5.01 Confidentiality.  Executive will not, during the term or after
     the termination or expiration of this Agreement, publish,
     disclose, or utilize in any manner any Confidential
     Information obtained while employed by Ceridian.  If Executive
     leaves the employ of Ceridian, Executive will not, without its
     prior written consent, retain or take away any drawing,
     writing or other record in any form containing any
     Confidential Information.

5.02 Business Conduct and Ethics. During the term of employment
     with Ceridian, Executive will engage in no activity or
     employment which may conflict with the interest of Ceridian,
     and will comply with Ceridian's policies and guidelines
     pertaining to business conduct and ethics.

5.03 Disclosure.  Executive will disclose promptly in writing to
     Ceridian all inventions, discoveries, software, writings and
     other works of authorship which are conceived, made,
     discovered, or written jointly or singly on Ceridian time or
     on Executive's own time, providing the invention, improvement,
     discovery, software, writing or other work of authorship is
     capable of being used by Ceridian in the normal course of
     business, and all such inventions, improvements, discoveries,
     software, writings and other works of authorship shall belong
     solely to Ceridian.

5.04 Instruments of Assignment.  Executive will sign and execute
     all instruments of assignment and other papers to evidence the
     vesting of Executive's entire right, title and interest in
     such inventions, improvements, discoveries, software, writings
     or other works of authorship in Ceridian, at the request and
     the expense of Ceridian, and Executive will do all acts and
     sign all instruments of assignment and other papers Ceridian
     may reasonably request relating to applications for patents,
     copyrights, and the enforcement and protection thereof.  If
     Executive is needed, at any time, to give testimony, evidence,
     or opinions in any litigation or proceeding involving any
     patents or copyrights or applications for patents or
     copyrights, both domestic and foreign, relating to inventions,
     improvements, discoveries, software, writings or other works
     of authorship conceived, developed or reduced to practice by
     Executive, Executive agrees to do so, and if Executive leaves
     the employ of Ceridian, Ceridian shall pay Executive at a rate
     mutually agreeable to Executive and Ceridian, plus reasonable
     traveling or other expenses.

5.05 Inventions Developed on Executive's Own Time.  The two
     immediately preceding sections entitled "Disclosure" and
     "Instruments of Assignment" do not apply to inventions in
     which a Ceridian claim of any rights will create a violation
     of Chapter 47 Minnesota Revised Statutes, Section 1-181.78,
     reproduced in the attached Exhibit F and constituting the
     written notification of its Subdivision 3.

5.06 Executive's Declaration.  Executive has no inventions,
     improvements, discoveries, software, writings or other works
     of authorship useful to Ceridian in the normal course of


                                    9



     business, which were conceived, made or written prior to the
     date of this Agreement and which are excluded from this
     Agreement.

5.07 Survival.  The obligations of this Article V shall survive the
     expiration or termination of this Agreement.

                            ARTICLE VI
                 NON-COMPETITION, NON-RECRUITMENT

6.01 General.  The parties hereto recognize and agree that (a)
     Executive is a senior executive of Ceridian and is a key
     executive of Ceridian, (b) Executive has received, and will in
     the future receive, substantial amounts of Confidential
     Information, (c) the Company's business is conducted on a
     worldwide basis, and (d) provision for non-competition and
     non-recruitment obligations by Executive is critical to the
     Company's continued economic well-being and protection of the
     Company's Confidential Information.  In light of these
     considerations, this Article VI sets forth the terms and
     conditions of Executive's obligations of non-competition and
     non-recruitment subsequent to the termination of this
     Agreement and/or Executive's employment for any reason.

6.02 Non-Competition.

     (a)  Unless the obligation is waived or limited by Ceridian in
          accordance with subsection (b) of this Section 6.02,
          Executive agrees that for a period of two years following
          termination of employment for any reason, Executive will
          not directly or indirectly, alone or as a partner,
          officer, director, shareholder or executive of any other
          firm or entity, engage in any commercial activity in
          competition with any part of the Company's business as
          conducted as of the date of such termination of
          employment or with any part of the Company's contemplated
          business with respect to which Executive has Confidential
          Information as governed by Article V of this Agreement.
          For purposes of this subsection (a), "shareholder" shall
          not include beneficial ownership of less than 5% of the
          combined voting power of all issued and outstanding
          voting securities of a publicly held corporation whose
          stock is traded on a major stock exchange.  Also for
          purposes of this subsection (a), "the Company's business"
          shall include business conducted by the Company or its
          affiliates and any partnership or joint venture in which
          the Company or its affiliates is a partner or joint
          venturer; provided that, "affiliate" as used in this
          sentence shall not include any corporation in which the
          Company has ownership of less than fifteen percent (15%)
          of the voting stock.

     (b)  At its sole option, Ceridian may, by written notice to
          Executive within 30 days after the effective date of
          termination of Executive's employment, waive or limit the
          time and/or geographic area in which Executive cannot
          engage in competitive activity.

     (c)  During the term of the non-competition obligation, prior
          to accepting employment with, or agreeing to provide
          consulting services to, any firm which offers products or


                                    10



          services in the fields of electronics or information
          processing, Executive shall give 30 days prior written
          notice to Ceridian.  Such written notice shall describe
          the proposed employment or consulting services and the
          firm to which they will be rendered.  Ceridian's failure
          to respond or object to such notice shall not in any way
          constitute acquiescence or waiver of Ceridian's rights
          under this Article VI.

     (d)  During any period of non-competition pursuant to this
          Article VI, Ceridian shall pay Executive an amount equal
          to the usual rate of Executive's Base Salary in effect at
          the time of termination.  There shall be credited against
          Ceridian's obligation to make such payments any other
          payments made by Ceridian to Executive pursuant to
          Article IV of this Agreement.  In the event that Ceridian
          elects, pursuant to subsection (b) of this Section 6.02,
          to waive all or any portion of the non-competition
          obligation, no payment shall be required by Ceridian with
          respect to the portion of the non-competition period
          which has been waived.

6.03 Non-Recruitment.  For a period of two years following
     termination of employment for any reason, Executive will not
     initiate or actively participate in any other employer's
     recruitment or hiring of the Company's executives.  This
     provision shall not preclude Executive from responding to a
     request (other than by Executive's employer) for a reference
     with respect to an individual's employment qualifications.

6.04 Survival.  The obligations of this Article VI shall survive
     the expiration or termination of this Agreement.

                            ARTICLE VII
                         CHANGE OF CONTROL

7.01 Definitions.  For purposes of this Article VII, the following
     definitions shall be applied:

     (a)  "Benefit Plan" means any formal or informal plan, program
          or other arrangement heretofore or hereafter adopted by
          the Company for the direct or indirect provision of
          compensation to the Executive (including groups or
          classes of participants or beneficiaries of which the
          Executive is a member), whether or not such compensation
          is deferred, is in the form of cash or other property or
          rights, or is in the form of a benefit to or for the
          Executive.

     (b)  "Change of Control" shall mean any of the following
          events:

          (1)  a merger or consolidation to which Ceridian is a
               party if the individuals and entities who were
               stockholders of Ceridian immediately prior to the
               effective date of such merger or consolidation have
               beneficial ownership (as defined in Rule 13d-3 under
               the Securities Exchange Act of 1934) of less than
               50% of the total combined voting power for election
               of directors of the surviving corporation
               immediately following the effective date of such
               merger or consolidation; or


                                    11



          (2)  the direct or indirect beneficial ownership (as
               defined in Rule 13d-3 under the Securities Exchange
               Act of 1934) in the aggregate of securities of
               Ceridian representing 25% or more of the total
               combined voting power of Ceridian's then issued and
               outstanding securities by any person or entity, or
               group of associated persons or entities acting in
               concert; or

          (3)  the sale of the properties and assets of Ceridian,
               substantially as an entirety, to any person or
               entity which is not a wholly-owned subsidiary of
               Ceridian; or

          (4)  the stockholders of Ceridian approve any plan or
               proposal for the liquidation of Ceridian; or

          (5)  a change in the composition of the Board at any time
               during any consecutive 24 month period such that the
               "Continuity Directors" cease for any reason to
               constitute at least a 70% majority of the Board.
               For purposes of this clause, "Continuity Directors"
               means those members of the Board who either (A) were
               directors at the beginning of such consecutive 24
               month period, or (B) were elected by, or on the
               nomination or recommendation of, at least a two-
               thirds majority of the then-existing Board.

     (c)  "Change of Control Compensation" means any payment or
          benefit (including any transfer of property) in the
          nature of compensation, to or for the benefit of
          Executive under this Agreement or any Other Agreement or
          Benefit Plan, which is considered to be contingent on a
          Change of Control for purposes of Section 280G of the
          Code.

     (d)  "Change of Control Termination" means, with respect to
          Executive, either of the following events occurring
          within two years after a Change of Control:

          (1)  Termination of Executive's employment by Ceridian
               for any reason other than (A) fraud, (B) theft or
               embezzlement of Ceridian assets, (C) intentional
               violations of law involving moral turpitude, or (D)
               the substantial and continuing failure by Executive
               to satisfactorily perform his or her duties as
               reasonably assigned to Executive pursuant to Section
               2.02 of Article II of this Agreement for a period of
               60 days after a written demand for such satisfactory
               performance which specifically identifies the manner
               in which it is alleged Executive has not
               satisfactorily performed such duties; or

          (2)  Termination of employment with Ceridian by Executive
               pursuant to Section 7.02 of this Article VII.

          A Change of Control Termination by Executive shall not,
          however, include termination by reason of death or
          Disability.


                                    12



     (e)  "Code" means the Internal Revenue Code of 1986, as
          amended.  Any reference to a section of the Code shall
          include the corresponding section of such Code as from
          time to time amended.

     (f)  "Excise Tax" means any applicable federal excise tax
          imposed by Section 4999 of the Code.

     (g)  "Good Reason" means a good faith determination by
          Executive, in Executive's sole and absolute judgment,
          that any one or more of the following events has
          occurred, without Executive's express written consent,
          after a Change of Control:

          (1)  A change in Executive's reporting responsibilities,
               titles or offices as in effect immediately prior to
               the Change of Control, or any removal of Executive
               from, or any failure to re-elect Executive to, any
               of such positions, which has the effect of
               materially diminishing Executive's responsibility or
               authority;

          (2)  A reduction by Ceridian in Executive's Base Salary
               as in effect immediately prior to the Change of
               Control or as the same may be increased from time to
               time thereafter;

          (3)  Ceridian requiring Executive to be based anywhere
               other than within 25 miles of Executive's job
               location at the time of the Change of Control;

          (4)  Without replacement by plans, programs, or
               arrangements which, taken as a whole, provide
               benefits to Executive at least reasonably comparable
               to those discontinued or adversely affected, (A) the
               failure by Ceridian to continue in effect, within
               its maximum stated term, any pension, bonus,
               incentive, stock ownership, purchase, option, life
               insurance, health, accident, disability, or any
               other employee compensation or benefit plan, program
               or arrangement, in which Executive is participating
               immediately prior to a Change of Control; or (B) the
               taking of any action by Ceridian that would
               materially adversely affect Executive's
               participation or materially reduce Executive's
               benefits under any of such plans, programs or
               arrangements;

          (5)  The failure by Ceridian to provide office space,
               furniture, and secretarial support at least
               comparable to that provided Executive immediately
               prior to the Change of Control or the taking of any
               similar action by Ceridian that would materially
               adversely affect the working conditions in or under
               which Executive performs his or her employment
               duties;

          (6)  If Executive's primary employment duties are with a
               Subsidiary, the sale, merger, contribution, transfer
               or any other transaction in conjunction with which
               Ceridian's ownership interest in such Subsidiary
               decreases below the level specified in Section 1.07
               of Article I unless (A) this Agreement is assigned
               to the purchaser/transferee with the provisions of


                                    13



               Article VII in full force and effect and operative
               as if a Change of Control had occurred with respect
               to the purchaser/transferee immediately after the
               purchase/transfer becomes effective, and (B) such
               purchaser/transferee has a creditworthiness
               reasonably equivalent to Ceridian's; or

          (7)  Any material breach of this Agreement by Ceridian.

     (g)  "Other Agreements" means any agreement, contract or
          understanding heretofore or hereafter entered into
          between Executive and Ceridian for the direct or
          indirect provision of compensation to Executive.

     (h)  "Reduced Amount" means the largest amount that could
          be received by a Participant as Change of Control
          Compensation such that no portion of such Change of
          Control Compensation would be subject to the Excise
          Tax.

7.02 Change of Control Termination Right.  For a period of two
     years following a Change of Control, Executive shall have the
     right, at any time and within Executive's sole discretion, to
     terminate employment with Ceridian for Good Reason.  Such
     termination shall be accomplished by, and effective upon,
     Executive giving written notice to Ceridian of Executive's
     decision to terminate.  Except as otherwise expressly provided
     in this Agreement, upon the exercise of said right, all
     obligations and duties of Executive under this Agreement shall
     be of no further force and effect.

7.03 Change of Control Termination Payment.  In the event of a
     Change of Control Termination, and subject to the "Limitation
     on Change of Control Compensation" contained in Section 7.04,
     then, and without further action by the Board, Compensation
     Committee or otherwise, Ceridian shall, within five days of
     such termination, make a lump sum payment to Executive in an
     amount equal to one dollar ($1.00) less than three times the
     average annualized compensation, as defined by Section 280G of
     the Code, received by Executive from Ceridian and includible
     in Executive's gross income for federal income tax purposes
     for the five most recent taxable years of the Executive ending
     before the date upon which the Change in Control occurred (or
     such portion of such period during which Executive was an
     employee of Ceridian).

7.04 Limitation on Change of Control Compensation.  Notwithstanding
     any other provisions of this Agreement or of any Other
     Agreement or Benefit Plan, if any Change of Control
     Compensation would be considered a "parachute payment" within
     the meaning of Section 280G(b)(2) of the Code and if, after
     reduction for any Excise Tax and federal income tax imposed by
     the Code, Executive's net proceeds of such Change of Control
     Compensation would be less than the amount of Executive's net
     proceeds resulting from the payment of the Reduced Amount
     after reduction for federal income taxes, then the Change of
     Control Compensation payable to Executive shall be limited to
     the Reduced Amount.  The determinations required by the
     preceding sentence shall be made by the firm of independent
     certified public accountants serving as the outside auditor of
     Ceridian as of the date of the applicable Change of Control,
     and such determinations shall be binding upon Ceridian and



                                    14


     Executive.  If Change of Control Compensation to Executive is
     limited to the Reduced Amount, then Executive shall have the
     right, in his or her sole discretion, to designate those
     payments or benefits under this Agreement, any Other
     Agreements and/or any Benefit Plans that should be reduced or
     eliminated so as to avoid having Executive's Change of Control
     Compensation be subject to the Excise Tax.  If Executive fails
     to make such designation within 30 days of having received
     notification that such designation is required, Ceridian shall
     make such designations and shall promptly inform Executive of
     its actions in such regard.

7.05 Interest.  In the event Ceridian does not make timely payment
     in full of the Change of Control Termination payment described
     in Section 7.03, Executive shall be entitled to receive
     interest on any unpaid amount at the lower of:  (a) the prime
     rate of interest (or such comparable index as may be adopted)
     established from time to time by the First Bank National
     Association, Minneapolis, Minnesota; or (b) the maximum rate
     permitted under Section 280G(d)(4) of the Internal Revenue
     Code."

7.06 Attorneys' Fees.  In the event Executive incurs any legal
     expense to enforce or defend his or her rights under this
     Article VII of this Agreement, or to recover damages for
     breach thereof, Executive shall be entitled to recover from
     Ceridian any expenses for attorneys' fees and disbursements
     incurred.

7.07 Benefits Continuation.  In the event of a Change of Control
     Termination, Executive (and anyone entitled to claim under or
     through Executive) shall, until age 65, be entitled to receive
     from Ceridian the same or equivalent health, dental,
     accidental death and dismemberment, short and long-term
     disability, life insurance coverages, and all other insurance
     policies and health and welfare benefits programs, policies or
     arrangements, at the same levels and coverages as Executive
     was receiving on the day immediately prior to the Change of
     Control.  To the extent that election of continuation of any
     of such coverages, programs, policies, or arrangements is at
     that time made available to employees terminating at age 55
     with fifteen or more years of service, Executive shall be
     required to pay no more for continuation than is required of
     such employees on the day immediately prior to the Change of
     Control.  If no such continuation program is available,
     Executive shall be required to pay no more than he paid as an
     active employee, or if provided by Ceridian at no cost to
     employees on the day immediately prior to the Change of
     Control, they shall continue to be made available to Executive
     on this basis.

7.08 Pension Supplement.

     (a)  In the event of a Change of Control Termination, Ceridian
          shall, within five days, make a lump sum payment to
          Executive in an amount equal to the actuarial equivalent
          of the difference, if any, between:

          (1)  the monthly benefit to which Executive would have
               been entitled under the defined benefit pension plan
               or plans in which he participated immediately prior
               to his Change of Control Termination if the amount
               of payment to which Executive is entitled under
               Section 7.03 were taken into account for purposes of


                                    15



               determining his "final average pay" or similar term
               (as then defined under the terms of such plan or
               plans and determined without regard to the
               limitation on the total amount of compensation that
               can be taken into account under such plan or plans)
               for either (A) the year in which the Change of
               Control Termination occurred; or (B) the prior full
               year, whichever provides the highest total final
               average pay; and

          (2)  the amount to which Executive is, in fact, entitled
               under such plan or plans.

          For purposes of determining actuarial equivalencies for
          the preceding sentence, the actuarial factors specified
          in the particular plan or plans with respect to which the
          determination is being made shall be applied.

     (b)  In the event of a Change of Control occurring after
          Executive has become entitled to receive a pension
          supplement under Section 4.07, Ceridian shall, within
          five days of the Change of Control, make a lump sum
          payment equivalent to the then present value of any such
          vested future benefits.  Said lump sum payment shall
          constitute full satisfaction of Executive's entitlement
          under said Section 4.07.

                           ARTICLE VIII
                        GENERAL PROVISIONS

8.01 No Adequate Remedy.  The parties declare that it is impossible
     to measure in money the damages which will accrue to either
     party by reason of a failure to perform any of the obligations
     under this Agreement.  Therefore, if either party shall
     institute any action or proceeding to enforce the provisions
     hereof, such party against whom such action or proceeding is
     brought hereby waives the claim or defense that such party has
     an adequate remedy at law, and such party shall not urge in
     any such action or proceeding the claim or defense that such
     party has an adequate remedy at law.

8.02 Successors and Assigns.  This Agreement shall be binding upon
     and inure to the benefit of the successors and assigns of
     Ceridian, whether by way of merger, consolidation, operation
     of law, assignment, purchase or other acquisition of
     substantially all of the assets or business of Ceridian, and
     any such successor or assign shall absolutely and
     unconditionally assume all of Ceridian's obligations
     hereunder.

8.03 Notices.  All notices, requests and demands given to or made
     pursuant hereto shall, except as otherwise specified herein,
     be in writing and be delivered or mailed to any such party at
     its address shown below:

     (a)  If to Ceridian:

          Ceridian Corporation
          8100 34th Avenue South
          Minneapolis, Minnesota 55425-1640


                                   16



          Attention:  Office of General Counsel

     (b)  If to Executive:

          At the address listed on the last page of this Agreement.

     Either party may, by notice hereunder, designate a changed
     address.  Any notice, if mailed properly addressed, postage
     prepaid, registered or certified mail, shall be deemed
     dispatched on the registered date or that stamped on the
     certified mail receipt, and shall be deemed received within
     the second business day thereafter or when it is actually
     received, whichever is sooner.

8.04 Captions.  The various headings or captions in this Agreement
     are for convenience only and shall not affect the meaning or
     interpretation of this Agreement.

8.05 Governing Law.  The validity, construction and performance of
     this Agreement shall be governed by the laws of the State of
     Minnesota and any and every legal proceeding arising out of or
     in connection with this Agreement shall be brought in the
     appropriate courts of the State of Minnesota, each of the
     parties hereby consenting to the exclusive jurisdiction of
     said courts for this purpose.  The parties hereto expressly
     recognize and agree that the implementation of this Governing
     Law provision is essential in light of the fact that
     Ceridian's corporate headquarters and its principal executive
     offices are located within the State of Minnesota, and there
     is a critical need for uniformity in the interpretation and
     enforcement of the employment agreements between Ceridian and
     its senior executives.

8.06 Construction.  Wherever possible, each provision of this
     Agreement shall be interpreted in such manner as to be
     effective and valid under applicable law, but if any provision
     of this Agreement shall be prohibited by or invalid under
     applicable law, such provision shall be ineffective only to
     the extent of such prohibition or invalidity without
     invalidating the remainder of such provision or the remaining
     provisions of this Agreement.

8.07 Waivers.  No failure on the part of either party to exercise,
     and no delay in exercising, any right or remedy hereunder
     shall operate as a waiver thereof; nor shall any single or
     partial exercise of any right or remedy hereunder preclude any
     other or further exercise thereof or the exercise of any other
     right or remedy granted hereby or by any related document or
     by law.

8.08 Modification.  This Agreement may not be and shall not be
     modified or amended except by written instrument signed by the
     parties hereto.

8.09 Entire Agreement.  This Agreement constitutes the entire
     agreement and understanding between the parties hereto in
     reference to all the matters herein agreed upon.  This
     Agreement replaces in full all prior employment agreements or
     understandings of the parties hereto, and any and all such
     prior agreements or understandings are hereby rescinded by
     mutual agreement.


                                    17



8.10 Arbitration.  Because the parties recognize that resolving any
     future differences in the courts can require a long time and
     great expense, Ceridian and Executive agree that their only
     remedy for disputes either may have with the other and that
     arise out of Executive's employment, or any aspect of this
     Agreement, shall be to submit all disputes to final and
     binding arbitration in accordance with the Employment Dispute
     Resolution Rules of the American Arbitration Association.  The
     aggrieved party must send a written notice of claim to the
     other party by certified mail, return receipt requested to the
     address listed in Section 8.03 of this Agreement.  The
     arbitrator shall apply the law in accordance with this
     Agreement, or federal law, or both, as applicable to the
     claim(s) asserted.

IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be duly executed and delivered as of the day and year first
above written.


LAWRENCE PERLMAN                CERIDIAN CORPORATION


/s/ Lawrence Perlman            By:   /s/ Paul S. Walsh

                                Title:Chairman, Compensation
                                      Committee

                                Date:
Address:



                                    18



                                                          EXHIBIT A
                       CERIDIAN CORPORATION
                EMPLOYEE NON-STATUTORY STOCK OPTION
                          AWARD AGREEMENT

                   1993 Long-Term Incentive Plan


This Agreement is between Ceridian Corporation (the "Company") and
Lawrence Perlman (the "Participant") as of November 8, 1996 (the
"Date of Grant") pursuant to the 1993 Long-Term Incentive Plan of
the Company (the "Plan") to evidence the grant of a Non-Statutory
Stock Option (the "Stock Option") to the Participant pursuant to
the Plan.  Any capitalized term used herein which is defined in the
Plan shall have the same meaning as set forth therein.

1.   Effective as of the Date of Grant, the Company has granted to
     the Participant the option to purchase from the Company, and
     the Company has agreed to sell to the Participant, 75,000
     shares of Common Stock at a price of $49.00 per share (the
     "Option Shares").

2.   This Stock Option shall become void and expire at midnight
     (Minneapolis time) on the tenth anniversary of the Date of
     Grant and may not be exercised after that time.

3.   Subject to the provisions of paragraphs 4, 5, 6 and 7, and
     provided the Participant has been continuously employed by the
     Company or a Subsidiary since the Date of Grant, on November
     8, 1997, this Stock Option shall become exercisable with
     respect to one-third of the Option Shares, and upon each
     succeeding November 8 this Stock Option shall become
     exercisable with respect to an additional one-third of the
     Option Shares.

4.   If Participant's employment should be terminated by the
     Company or any Subsidiary for Cause (as defined in Section
     1.03 of the Amended and Restated Executive Employment
     Agreement, dated as of November 8, 1996, between Executive and
     the Company (the "Employment Agreement")), this Stock Option
     may not be exercised after such termination of employment, and
     all rights of the Participant under the Plan and this
     Agreement will immediately terminate.

5.   If the Participant's employment with the Company and all
     Subsidiaries should terminate by reason of death or
     Disability, the Stock Option shall become immediately
     exercisable in full and will remain exercisable for the period
     specified in paragraph 2 of this Agreement.

6.   If the Participant's employment with the Company and all
     Subsidiaries should terminate by reason of Retirement, the
     Stock Option shall continue to become exercisable in
     accordance with the terms of this Agreement and the Plan, and
     may be exercised at any time before it becomes void and
     expires as set forth in paragraph 2 hereof.

7.   Subject to paragraph 8 hereof, if the Participant's employment
     with the Company and all Subsidiaries should terminate for any
     reason other than as provided in paragraphs 4, 5 and 6 hereof,




     the Participant shall forfeit any portion of the Stock Option
     that has not yet become exercisable as of the employment
     termination date.  To the extent that the Participant was
     entitled to exercise the Stock Option as of the date of such
     termination, the Stock Option will remain exercisable for a
     period of 90 days after the date of such termination (but in
     no event after the time it becomes void and expires as set
     forth in paragraph 2 hereof).

8.   If a Change of Control occurs, and if this Stock Option has
     been outstanding for at least three months from the Date of
     Grant, then the Participant shall have the rights, if any, to
     accelerated exercisability of this Stock Option as are
     specified in Section 12 of the Plan as in effect on the date
     of the Change of Control.

9.   Nothing in the Plan or this Agreement shall confer upon the
     Participant any right with respect to continuance of
     employment by the Company or any Subsidiary, nor interfere in
     any way with the right of the Company or a Subsidiary to
     terminate the Participant's employment at any time.

10.  (a)  Except as provided in paragraph 10(b) below, this Option
     grant, the Stock Option forming a part thereof, and the
     Participant's rights under this Agreement shall be
     nontransferable (i.e., may not be sold, pledged, donated or
     otherwise assigned or transferred) by the Participant, either
     voluntarily or involuntarily, except by will or by applicable
     law, and any attempt to do so shall void this Stock Option
     grant and Agreement.  Except as provided in paragraph 10(b)
     below, this Stock Option shall be exercisable during the
     Participant's lifetime only by the Participant or by the
     Participant's guardian or other legal representative.

     (b)  This Stock Option and the Participant's rights under this
     Agreement may be transferred by the Participant to (i) the
     spouse, ex-spouse, children, step-children or grandchildren of
     the Participant (the "Family Members"), (ii) a trust or trusts
     for the exclusive benefit of such Family Members, (iii) a
     partnership in which such Family Members are the only
     partners, or (iv) such other persons or entities as the
     Committee, in its discretion, may permit, provided that (1)
     there may be no consideration for such a transfer (other than
     the possible receipt of an ownership interest in an entity to
     which such a transfer is made), (2) timely written notice of
     the transfer must be provided to the Company by the
     Participant, and (3) subsequent transfers of this Stock Option
     are prohibited except for those in accordance with paragraph
     10(a) above.  Following transfer, this Stock Option and the
     rights of any transferee with respect thereto shall continue
     to be subject to the same terms and conditions as were
     applicable immediately prior to the transfer, including that
     the events of termination of employment as provided in this
     Agreement shall continue to be applied with respect to the
     Participant, with the transferee bound by the consequences of
     any such termination of employment as specified in this
     Agreement.  The Company shall be under no obligation to
     provide notice of termination of the Participant's employment
     to any transferee of this Stock Option.  Notwithstanding any
     transfer of this Stock Option, the Participant shall remain
     subject to and liable for any employment-related taxes in
     connection with the exercise of this Stock Option.

                               2


11.  Neither the Participant nor any other person shall have any
     rights as a stockholder with respect to any Option Shares
     until the Participant or other person shall have become a
     holder of record of such shares and, except as otherwise
     provided in Section 4.4 of the Plan, no adjustments shall be
     made for dividends or other distributions or rights as to
     which there is a record date preceding the date the
     Participant becomes the holder of record of such shares.

12.  This Agreement is subject to all of the terms and conditions
     of the Plan and, where any questions or interpretations arise,
     the terms and conditions of the Plan and the rules of the
     Committee administering the Plan shall control.

13.  Any notice to be given with respect to this Stock Option,
     including without limitation a notice of exercise, shall be
     addressed to the Company, Attention: Corporate Treasury, at
     its principal executive office in Minneapolis, Minnesota and
     any notice to be given to the Participant shall be addressed
     to the Participant at the address given beneath the
     Participant's signature hereto, or at such other address as
     either party may hereafter designate in writing to the other.

14.  Any notice of stock option exercise must specify the number of
     shares with respect to which the Stock Option is being
     exercised and be accompanied by either (i) payment in full of
     the purchase price for the shares exercised or (ii) a Broker
     Exercise Notice in form and substance satisfactory to the
     Company.  The exercise of the Stock Option shall be deemed
     effective upon receipt by Corporate Treasury of such notice
     and payment of the exercise price from the Participant or the
     broker or dealer named in the Broker Exercise Notice. Any such
     notice will not be deemed given until actual receipt by
     Corporate Treasury.

     IN WITNESS WHEREOF, Ceridian Corporation has executed this
Agreement by duly authorized signature and the Participant has
signed this Agreement effective as of the date first written above.






CERIDIAN CORPORATION          PARTICIPANT


By
   Secretary                  Lawrence Perlman


                              PARTICIPANT'S MAILING ADDRESS





                                    3


                                                          EXHIBIT B
                       CERIDIAN CORPORATION
                EMPLOYEE NON-STATUTORY STOCK OPTION
                          AWARD AGREEMENT

                   1993 Long-Term Incentive Plan


This Agreement is between Ceridian Corporation (the "Company") and
Lawrence Perlman (the "Participant") as of November 8, 1996 (the
"Date of Grant") pursuant to the Ceridian Corporation 1993 Long-
Term Incentive Plan (the "Plan") to evidence the grant of a Non-
Statutory Stock Option (the "Stock Option") to the Participant
pursuant to the Plan.  Any capitalized term used herein which is
defined in the Plan shall have the same meaning as set forth in the
Plan.

1.   Effective as of the Date of Grant, the Company has granted to
     the Participant the option to purchase from the Company, and
     the Company has agreed to sell to the Participant, 150,000
     shares of Common Stock at a price of $49.00 per share (the
     "Option Shares").

2.   This Stock Option shall become void and expire at midnight
     (Minneapolis time) on the tenth anniversary of the Date of
     Grant and may not be exercised after that time.

3.   Subject to the provisions of paragraphs 4 through 8 of this
     Agreement, and provided the Participant has been continuously
     employed by the Company or a Subsidiary since the Date of
     Grant, this Stock Option shall become exercisable with respect
     to all of the Option Shares on November 8, 2003.

4.   Subject to paragraphs 5 through 8 of this Agreement, the
     exercisability of all of the Option Shares shall be
     accelerated to April 30, 2000 if, in connection with
     Participant's Retirement, the conditions specified in
     subparagraphs 4(a) and (b) are satisfied on that date.

     (a)  The successor to Participant as chief executive officer
          of the Company shall have been designated by a majority
          vote of the non-employee members of the Board and such
          person shall be employed by the Company (or one of its
          Subsidiaries).

     (b)  The average closing price of a share of the Company's
          common stock on the New York Stock Exchange for any 20
          consecutive trading days during the 180 day period ending
          April 28, 2000 must be greater than or equal to $70.00.

     The per share price specified in subparagraph 4(b) shall be
     subject to appropriate adjustment as provided in Section
     3.2(a) of the Plan so as to prevent diminution or enlargement
     of Participant's rights hereunder if events of the type
     specified in Section 3.2(c)of the Plan (such as stock splits
     or stock dividends) occur.

5.   If Participant's employment should be terminated by the
     Company or any Subsidiary for Cause (as defined in Section
     1.03 of the Amended and Restated Executive Employment
     Agreement, dated as of November 8, 1996, between Executive and
     the Company (the "Employment Agreement")), this Stock Option
     may not be exercised after such termination of employment, and
     all rights of the Participant under the Plan and this
     Agreement will immediately terminate.

6.   (a)  Subject to paragraph 8 hereof, if Participant's
     employment with the Company terminates pursuant to Section
     4.05 of the Employment Agreement, and if the person specified




     in subparagraph 4(a) hereof is employed by the Company on such
     termination date, then the exercisability of some or all of
     the Option Shares may be accelerated.  The portion of the
     Option Shares as to which exercisability shall be accelerated
     pursuant to this paragraph 6 (referred to herein as the
     "Accelerated Exercisability Shares") shall be determined in
     accordance with the following formula:

     Accelerated Exercisability Ratio x Option Shares = Accelerated
     Exercisability Shares

     where the Accelerated Exercisability Ratio shall be determined
     by dividing (a) the difference between (i) the average closing
     price of a share of the Company's common stock on the New York
     Stock Exchange for the 20 consecutive trading days ending the
     day before the date Participant's employment terminates
     pursuant to Section 4.05 of the Employment Agreement (the
     "Average Price") and (ii) the Stock Option exercise price
     specified in paragraph 1 hereof (the "Exercise Price") by (b)
     the difference between (i) $70.00 and (ii) the Exercise Price.
     Notwithstanding the foregoing, the Accelerated Exercisability
     Ratio shall under no circumstances be more than 1.00, and
     shall be zero if the increase from the Exercise Price to the
     Average Price reflects a compound annualized rate of
     appreciation for the time period from the Date of Grant to
     Participant's employment termination date of less than 11%.

     (b)  To illustrate the operation of subparagraph 6(a) hereof,
     if Participant's employment with the Company terminates on
     November 8, 1998 pursuant to Section 4.05 of the Employment
     Agreement, if the average closing price of a share of the
     Company's common stock on the New York Stock Exchange for the
     20 consecutive trading days ending November 7, 1998 is $63.00
     (which reflects a compound annualized rate of appreciation
     from the Date of Grant to November 8, 1998 of more than 11%),
     and if the condition set forth in subparagraph 4(a) is then
     satisfied, 100,000 of the Option Shares would be subject to
     accelerated exercisability, computed as follows:

     ($63.00 - $49.00)   x   150,000   =   100,000
     ($70.00 - $49.00)

7.   Subject to paragraph 8 hereof, if the Participant's employment
     with the Company and all Subsidiaries terminates for any
     reason other than as provided in paragraphs 5 and 6 hereof,
     the Participant shall forfeit any portion of the Stock Option
     that has not yet become exercisable as of the employment
     termination date.  To the extent that the Participant was
     entitled to exercise the Stock Option as of the date of such
     termination, the Stock Option will remain exercisable for the
     period specified in paragraph 2 of this Agreement.  The
     Participant expressly consents to any amendment of Sections
     10.1(a) and 10.2(a) of the Plan that would permit the
     Committee to provide in an agreement evidencing the grant of
     an Option under the Plan for different treatment of such an
     Option upon termination of employment due to death, Disability
     or Retirement than is specified in Sections 10.1(a) and
     10.2(a) of the Plan, and Participant further expressly
     consents to the treatment of the Stock Option granted
     hereunder in the manner specified in paragraphs 6 and 7 of
     this Agreement in the event of his death or under
     circumstances that would or could otherwise constitute
     "Disability" or "Retirement" as defined in the Plan.

8.   If (i) a Change of Control occurs, (ii) this Stock Option has
     been outstanding for at least three months from the Date of
     Grant, and (iii) the average closing price of a share of the
     Company's common stock on the New York Stock Exchange during
     any 20 consecutive trading days during the 180 day period
     ending on the date of the Change of Control has been greater
     than or equal to $70.00, then and only then will the
     Participant have the rights, if any, to accelerated
     exercisability of this Stock Option as are specified in
     Section 12.2(a) of the Plan as in effect on the date of the
     Change of Control.

                                    2


9.   Nothing in the Plan or this Agreement shall confer upon the
     Participant any right with respect to continuance of
     employment by the Company or any Subsidiary, nor interfere in
     any way with the right of the Company or a Subsidiary to
     terminate the Participant's employment at any time.

10.  (a)  Except as provided in paragraph 10(b) below, this Option
     grant, the Stock Option forming a part thereof, and the
     Participant's rights under this Agreement shall be
     nontransferable (i.e., may not be sold, pledged, donated or
     otherwise assigned or transferred) by the Participant, either
     voluntarily or involuntarily, except by will or by applicable
     law, and any attempt to do so shall void this Stock Option
     grant and Agreement. Except as provided in paragraph 10(b)
     below, this Stock Option shall be exercisable during the
     Participant's lifetime only by the Participant or by the
     Participant's guardian or other legal representative.

     (b)  This Stock Option and the Participant's rights under this
     Agreement may be transferred by the Participant to (i) the
     spouse, ex-spouse, children, step-children or grandchildren of
     the Participant (the "Family Members"), (ii) a trust or trusts
     for the exclusive benefit of such Family Members, (iii) a
     partnership in which such Family Members are the only
     partners, or (iv) such other persons or entities as the
     Committee, in its discretion, may permit, provided that (1)
     there may be no consideration for such a transfer (other than
     the possible receipt of an ownership interest in an entity to
     which such a transfer is made), (2) timely written notice of
     the transfer must be provided to the Company by the
     Participant, and (3) subsequent transfers of this Stock Option
     are prohibited except for those in accordance with paragraph
     10(a) above.  Following transfer, this Stock Option and the
     rights of any transferee with respect thereto shall continue
     to be subject to the same terms and conditions as were
     applicable immediately prior to the transfer, including that
     the events of termination of employment as provided in this
     Agreement shall continue to be applied with respect to the
     Participant, with the transferee bound by the consequences of
     any such termination of employment as specified in this
     Agreement.  The Company shall be under no obligation to
     provide notice of termination of the Participant's employment
     to any transferee of this Stock Option.  Notwithstanding any
     transfer of this Stock Option, the Participant shall remain
     subject to and liable for any employment-related taxes in
     connection with the exercise of this Stock Option.

11.  Neither the Participant nor any other person shall have any
     rights as a stockholder with respect to any Option Shares
     until the Participant or other person shall have become a
     holder of record of such shares and, except as otherwise
     provided in Section 4.4 of the Plan, no adjustments shall be
     made for dividends or other distributions or rights as to
     which there is a record date preceding the date the
     Participant becomes the holder of record of such shares.

12.  Except as provided in paragraphs 7 and 8 of this Agreement,
     this Agreement is subject to all of the terms and conditions
     of the Plan and, where any questions or interpretations arise,
     the terms and conditions of the Plan and the rules of the
     Committee administering the Plan shall control.

13.  Any notice to be given with respect to this Stock Option,
     including without limitation a notice of exercise, shall be
     addressed to the Company, Attention: Corporate Treasury, at
     its principal executive office in Minneapolis, Minnesota and
     any notice to be given to the Participant shall be addressed
     to the Participant at the address given beneath the
     Participant's signature hereto, or at such other address as
     either party may hereafter designate in writing to the other.

14.  Any notice of stock option exercise must specify the number of
     shares with respect to which the Stock Option is being
     exercised and be accompanied by either (i) payment in full of
     the purchase price for the shares exercised or (ii) a Broker
     Exercise Notice in form and substance satisfactory to the

                                    3


     Company.  The exercise of the Stock Option shall be deemed
     effective upon receipt by Corporate Treasury of such notice
     and payment of the exercise price from the Participant or the
     broker or dealer named in the Broker Exercise Notice. Any such
     notice will not be deemed given until actual receipt by
     Corporate Treasury.

     IN WITNESS WHEREOF, Ceridian Corporation has executed this
Agreement by duly authorized signature and the Participant has
signed this Agreement effective as of the date first written above.

CERIDIAN CORPORATION          PARTICIPANT


By
   Secretary                  Lawrence Perlman


                              PARTICIPANT'S MAILING ADDRESS






                                    4



                                                          EXHIBIT C
                       CERIDIAN CORPORATION
                EMPLOYEE NON-STATUTORY STOCK OPTION
                          AWARD AGREEMENT

                   1993 Long-Term Incentive Plan


This Agreement is between Ceridian Corporation (the "Company") and
Lawrence Perlman (the "Participant") as of January 30, 1997 (the
"Date of Grant") pursuant to the 1993 Long-Term Incentive Plan of
the Company (the "Plan") to evidence the grant of a Non-Statutory
Stock Option (the "Stock Option") to the Participant pursuant to
the Plan.  Any capitalized term used herein which is defined in the
Plan shall have the same meaning as set forth therein.

1.   Effective as of the Date of Grant, the Company has granted to
     the Participant the option to purchase from the Company, and
     the Company has agreed to sell to the Participant, 75,000
     shares of Common Stock at a price of $37.00 per share (the
     "Option Shares").

2.   This Stock Option shall become void and expire at midnight
     (Minneapolis time) on the tenth anniversary of the Date of
     Grant and may not be exercised after that time.

3.   Subject to the provisions of paragraphs 4, 5, 6 and 7, and
     provided the Participant has been continuously employed by the
     Company or a Subsidiary since the Date of Grant, on January
     30, 1998 this Stock Option shall become exercisable with
     respect to one-third of the Option Shares, and upon each
     succeeding January 30 this Stock Option shall become
     exercisable with respect to an additional one-third of the
     Option Shares.

4.   If Participant's employment should be terminated by the
     Company or any Subsidiary for Cause (as defined in Section
     1.03 of the Amended and Restated Executive Employment
     Agreement, dated as of November 8, 1996, between Executive and
     the Company (the "Employment Agreement")), this Stock Option
     may not be exercised after such termination of employment, and
     all rights of the Participant under the Plan and this
     Agreement will immediately terminate.

5.   If the Participant's employment with the Company and all
     Subsidiaries should terminate by reason of death or Disability
     or pursuant to Section 4.05 of the Employment Agreement, the
     Stock Option shall become immediately exercisable in full and
     will remain exercisable for the period specified in paragraph
     2 of this Agreement.

6.   Subject to paragraph 7 hereof, if the Participant's employment
     with the Company and all Subsidiaries of the Company should
     terminate for any reason other than as provided in paragraphs
     4 and 5 hereof, the Participant shall forfeit any portion of
     the Stock Option that has not yet become exercisable as of the
     employment termination date.  To the extent that the
     Participant was entitled to exercise the Stock Option as of
     the date of such termination, the Stock Option will remain
     exercisable for the period specified in paragraph 2 of this
     Agreement.  The Participant expressly consents to any
     amendment of Section 10.2(a) of the Plan that would permit the
     Committee to provide in an agreement evidencing the grant of
     an Option under the Plan for different treatment of such an
     Option upon termination of employment due to Retirement than
     is specified in Section 10.2(a) of the Plan, and Participant
     further expressly consents to the treatment of the Stock
     Option granted hereunder in the manner specified in paragraphs
     5 and 6 of this Agreement under circumstances that would or
     could otherwise constitute "Retirement" as defined in the
     Plan.




7.   If a Change of Control occurs, and if this Stock Option has
     been outstanding for at least three months from the Date of
     Grant, then the Participant shall have the rights, if any, to
     accelerated exercisability of this Stock Option as are
     specified in Section 12 of the Plan as in effect on the date
     of the Change of Control.

8.   Nothing in the Plan or this Agreement shall confer upon the
     Participant any right with respect to continuance of
     employment by the Company or any Subsidiary, nor interfere in
     any way with the right of the Company or a Subsidiary to
     terminate the Participant's employment at any time.

9.   (a)  Except as provided in paragraph 9(b) below, this Option
     grant, the Stock Option forming a part thereof, and the
     Participant's rights under this Agreement shall be
     nontransferable (i.e., may not be sold, pledged, donated or
     otherwise assigned or transferred) by the Participant, either
     voluntarily or involuntarily, except by will or by applicable
     law, and any attempt to do so shall void this Stock Option
     grant and Agreement.  Except as provided in paragraph 9(b)
     below, this Stock Option shall be exercisable during the
     Participant's lifetime only by the Participant or by the
     Participant's guardian or other legal representative.

     (b)  This Stock Option and the Participant's rights under this
     Agreement may be transferred by the Participant to (i) the
     spouse, ex-spouse, children, step-children or grandchildren of
     the Participant (the "Family Members"), (ii) a trust or trusts
     for the exclusive benefit of such Family Members, (iii) a
     partnership in which such Family Members are the only
     partners, or (iv) such other persons or entities as the
     Committee, in its discretion, may permit, provided that (1)
     there may be no consideration for such a transfer (other than
     the possible receipt of an ownership interest in an entity to
     which such a transfer is made), (2) timely written notice of
     the transfer must be provided to the Company by the
     Participant, and (3) subsequent transfers of this Stock Option
     are prohibited except for those in accordance with paragraph
     9(a) above.  Following transfer, this Stock Option and the
     rights of any transferee with respect thereto shall continue
     to be subject to the same terms and conditions as were
     applicable immediately prior to the transfer, including that
     the events of termination of employment as provided in this
     Agreement shall continue to be applied with respect to the
     Participant, with the transferee bound by the consequences of
     any such termination of employment as specified in this
     Agreement.  The Company shall be under no obligation to
     provide notice of termination of the Participant's employment
     to any transferee of this Stock Option.  Notwithstanding any
     transfer of this Stock Option, the Participant shall remain
     subject to and liable for any employment-related taxes in
     connection with the exercise of this Stock Option.

10.  Neither the Participant nor any other person shall have any
     rights as a stockholder with respect to any Option Shares
     until the Participant or other person shall have become a
     holder of record of such shares and, except as otherwise
     provided in Section 4.4 of the Plan, no adjustments shall be
     made for dividends or other distributions or rights as to
     which there is a record date preceding the date the
     Participant becomes the holder of record of such shares.

11.  Except as provided in paragraph 6 of this Agreement, this
     Agreement is subject to all of the terms and conditions of the
     Plan and, where any questions or interpretations arise, the
     terms and conditions of the Plan and the rules of the
     Committee administering the Plan shall control.

12.  Any notice to be given with respect to this Stock Option,
     including without limitation a notice of exercise, shall be
     addressed to the Company, Attention: Corporate Treasury, at
     its principal executive office in Minneapolis, Minnesota and
     any notice to be given to the Participant shall be addressed

                                    2


     to the Participant at the address given beneath the
     Participant's signature hereto, or at such other address as
     either party may hereafter designate in writing to the other.

13.  Any notice of stock option exercise must specify the number of
     shares with respect to which the Stock Option is being
     exercised and be accompanied by either (i) payment in full of
     the purchase price for the shares exercised or (ii) a Broker
     Exercise Notice in form and substance satisfactory to the
     Company.  The exercise of the Stock Option shall be deemed
     effective upon receipt by Corporate Treasury of such notice
     and payment of the exercise price from the Participant or the
     broker or dealer named in the Broker Exercise Notice. Any such
     notice will not be deemed given until actual receipt by
     Corporate Treasury.

     IN WITNESS WHEREOF, Ceridian Corporation has executed this
Agreement by duly authorized signature and the Participant has
signed this Agreement effective as of the date first written above.

CERIDIAN CORPORATION          PARTICIPANT


By
   Secretary                  Lawrence Perlman


                              PARTICIPANT'S MAILING ADDRESS






                                    3


                                                          EXHIBIT D
                       CERIDIAN CORPORATION
                EMPLOYEE NON-STATUTORY STOCK OPTION
                          AWARD AGREEMENT

                   1993 Long-Term Incentive Plan


This Agreement is between Ceridian Corporation (the "Company") and
Lawrence Perlman (the "Participant") as of [April 30, 1997] [July
31, 1997] (the "Date of Grant") pursuant to the 1993 Long-Term
Incentive Plan of the Company (the "Plan") to evidence the grant of
a Non-Statutory Stock Option (the "Stock Option") to the
Participant pursuant to the Plan.  Any capitalized term used herein
which is defined in the Plan shall have the same meaning as set
forth therein.

1.   Effective as of the Date of Grant, the Company has granted to
     the Participant the option to purchase from the Company, and
     the Company has agreed to sell to the Participant, 75,000
     shares of Common Stock at a price of $[FMV on Date of Grant]
     per share (the "Option Shares").

2.   This Stock Option shall become void and expire at midnight
     (Minneapolis time) on the tenth anniversary of the Date of
     Grant and may not be exercised after that time.

3.   Subject to the provisions of paragraphs 4, 5, 6 and 7, and
     provided the Participant has been continuously employed by the
     Company or a Subsidiary since the Date of Grant, on April 30,
     2000 this Stock Option shall become exercisable with respect
     to all of the Option Shares.

4.   If Participant's employment should be terminated by the
     Company or any Subsidiary for Cause (as defined in Section
     1.03 of the Amended and Restated Executive Employment
     Agreement, dated as of November 8, 1996, between Executive and
     the Company (the "Employment Agreement")), this Stock Option
     may not be exercised after such termination of employment, and
     all rights of the Participant under the Plan and this
     Agreement will immediately terminate.

5.   If the Participant's employment with the Company and all
     Subsidiaries should terminate by reason of death or Disability
     or pursuant to Section 4.05 of the Employment Agreement, the
     Stock Option shall become immediately exercisable in full and
     will remain exercisable for the period specified in paragraph
     2 of this Agreement.

6.   Subject to paragraph 7 hereof, if the Participant's employment
     with the Company and all Subsidiaries of the Company should
     terminate for any reason other than as provided in paragraphs
     4 and 5 hereof, the Participant shall forfeit any portion of
     the Stock Option that has not yet become exercisable as of the
     employment termination date.  To the extent that the
     Participant was entitled to exercise the Stock Option as of
     the date of such termination, the Stock Option will remain
     exercisable for the period specified in paragraph 2 of this
     Agreement.  The Participant expressly consents to any
     amendment of Section 10.2(a) of the Plan that would permit the
     Committee to provide in an agreement evidencing the grant of
     an Option under the Plan for different treatment of such an
     Option upon termination of employment due to Retirement than
     is specified in Section 10.2(a) of the Plan, and Participant
     further expressly consents to the treatment of the Stock
     Option granted hereunder in the manner specified in paragraphs
     5 and 6 of this Agreement under circumstances that would or
     could otherwise constitute "Retirement" as defined in the
     Plan.




7.   If a Change of Control occurs, and if this Stock Option has
     been outstanding for at least three months from the Date of
     Grant, then the Participant shall have the rights, if any, to
     accelerated exercisability of this Stock Option as are
     specified in Section 12 of the Plan as in effect on the date
     of the Change of Control.

8.   Nothing in the Plan or this Agreement shall confer upon the
     Participant any right with respect to continuance of
     employment by the Company or any Subsidiary, nor interfere in
     any way with the right of the Company or a Subsidiary to
     terminate the Participant's employment at any time.

9.   (a)  Except as provided in paragraph 9(b) below, this Option
     grant, the Stock Option forming a part thereof, and the
     Participant's rights under this Agreement shall be
     nontransferable (i.e., may not be sold, pledged, donated or
     otherwise assigned or transferred) by the Participant, either
     voluntarily or involuntarily, except by will or by applicable
     law, and any attempt to do so shall void this Stock Option
     grant and Agreement.  Except as provided in paragraph 9(b)
     below, this Stock Option shall be exercisable during the
     Participant's lifetime only by the Participant or by the
     Participant's guardian or other legal representative.

     (b)  This Stock Option and the Participant's rights under this
     Agreement may be transferred by the Participant to (i) the
     spouse, ex-spouse, children, step-children or grandchildren of
     the Participant (the "Family Members"), (ii) a trust or trusts
     for the exclusive benefit of such Family Members, (iii) a
     partnership in which such Family Members are the only
     partners, or (iv) such other persons or entities as the
     Committee, in its discretion, may permit, provided that (1)
     there may be no consideration for such a transfer (other than
     the possible receipt of an ownership interest in an entity to
     which such a transfer is made), (2) timely written notice of
     the transfer must be provided to the Company by the
     Participant, and (3) subsequent transfers of this Stock Option
     are prohibited except for those in accordance with paragraph
     9(a) above.  Following transfer, this Stock Option and the
     rights of any transferee with respect thereto shall continue
     to be subject to the same terms and conditions as were
     applicable immediately prior to the transfer, including that
     the events of termination of employment as provided in this
     Agreement shall continue to be applied with respect to the
     Participant, with the transferee bound by the consequences of
     any such termination of employment as specified in this
     Agreement.  The Company shall be under no obligation to
     provide notice of termination of the Participant's employment
     to any transferee of this Stock Option.  Notwithstanding any
     transfer of this Stock Option, the Participant shall remain
     subject to and liable for any employment-related taxes in
     connection with the exercise of this Stock Option.

10.  Neither the Participant nor any other person shall have any
     rights as a stockholder with respect to any Option Shares
     until the Participant or other person shall have become a
     holder of record of such shares and, except as otherwise
     provided in Section 4.4 of the Plan, no adjustments shall be
     made for dividends or other distributions or rights as to
     which there is a record date preceding the date the
     Participant becomes the holder of record of such shares.

11.  Except as provided in paragraph 6 of this Agreement, this
     Agreement is subject to all of the terms and conditions of the
     Plan and, where any questions or interpretations arise, the
     terms and conditions of the Plan and the rules of the
     Committee administering the Plan shall control.

12.  Any notice to be given with respect to this Stock Option,
     including without limitation a notice of exercise, shall be
     addressed to the Company, Attention: Corporate Treasury, at
     its principal executive office in Minneapolis, Minnesota and
     any notice to be given to the Participant shall be addressed

                                    2


     to the Participant at the address given beneath the
     Participant's signature hereto, or at such other address as
     either party may hereafter designate in writing to the other.

13.  Any notice of stock option exercise must specify the number of
     shares with respect to which the Stock Option is being
     exercised and be accompanied by either (i) payment in full of
     the purchase price for the shares exercised or (ii) a Broker
     Exercise Notice in form and substance satisfactory to the
     Company.  The exercise of the Stock Option shall be deemed
     effective upon receipt by Corporate Treasury of such notice
     and payment of the exercise price from the Participant or the
     broker or dealer named in the Broker Exercise Notice. Any such
     notice will not be deemed given until actual receipt by
     Corporate Treasury.

     IN WITNESS WHEREOF, Ceridian Corporation has executed this
Agreement by duly authorized signature and the Participant has
signed this Agreement effective as of the date first written above.

CERIDIAN CORPORATION          PARTICIPANT


By
   Secretary                  Lawrence Perlman


                              PARTICIPANT'S MAILING ADDRESS







                                    3



                                                          EXHIBIT E
                              RELEASE

     I, Lawrence Perlman, in consideration of the payment of
              dollars ($          ), subject to appropriate
withholding, which includes compensation to which I would not be
otherwise entitled, do hereby fully and completely release and
waive any and all claims, complaints, causes of action or demands
of whatever kind which I have or may have against Ceridian
Corporation, its predecessors, successors, subsidiaries and
affiliates and all past and present members of the Board of
Directors, officers, employees and agents of those persons and
companies arising out of any actions, conduct, decisions, behavior
or events occurring up to the date of my execution of this Release.

     I understand and accept that this Release specifically covers
but is not limited to any and all claims, complaints, causes of
action or demands which I have or may have against the above-
referenced released parties relating in any way to the terms,
conditions and circumstances of my employment up to the date of my
signature below, any form of employment discrimination prohibited
under the Minnesota Human Rights Act, Title VII of the Federal
Civil Rights Act of 1964 and the Federal Age Discrimination in
Employment Act.  I further understand that this Release extends to
but is not limited to all claims which I may have based on
statutory or common law claims for negligence or other breach of
duty, wrongful discharge, breach of contract, breach of any express
or implied promise, misrepresentation, fraud, retaliation, breach
of public policy, infliction of emotional distress, defamation,
promissory estoppel, failure to pay wages or any other theory,
whether legal or equitable.

     This Release does not change any rights I have under presently
existing employee benefit plans of Ceridian Corporation.  My
signature on this release represents the sole agreement between me
and Ceridian Corporation.  No prior promises, representations, or
understandings relative to any terms or conditions of my employment
are to be considered as part of this agreement unless expressed in
writing in this release.

     I also understand that if I unsuccessfully dispute the
enforceability of this release, I agree to pay Ceridian
Corporation's attorneys' fees.  I agree to return the severance
payment I receive before any attempt is made to dispute the
enforceability of this release.  Because we recognize that
resolving any future differences we may have in the courts can take
a long time and be expensive, Ceridian Corporation and I agree that
our only remedy for all disputes one of us may have with the other
that are not released by this Agreement and arise out of my
employment, the termination of my employment, or any aspect of this
Agreement shall be to submit all disputes to final and binding
arbitration in accordance with the Employment Dispute Resolution
Rules of the American Arbitration Association.  Ceridian
Corporation and I agree that the aggrieved party must send written
notice of any claim to the other party by certified mail, return
receipt requested.  Written notice to Ceridian Corporation shall be
sent to its Secretary at 8100 34th Avenue South, Minneapolis, MN
55425-1640, and to me at the most current address shown for me in
Ceridian records.  The arbitrator shall apply the law of the state
in which the claim arose, or federal law, or both, as applicable to
the claim(s) asserted.



Date:                                  Lawrence Perlman







                                                          EXHIBIT F

Minnesota Revised Statutes Section 1-181.78

181.78 Agreements; terms relating to inventions

     Subdivision 1.  Any provision in an employment agreement which
provides that an employee shall assign or offer to assign any of
the employee's rights in an invention to the employer shall not
apply to an invention for which no equipment, supplies, facility or
trade secret information of the employer was used and which was
developed entirely on the employee's  own time, and (1) which does
not relate (a) directly to the business of the employer or (b) to
the employer's actual or demonstrably anticipated research or
development, or (2) which does not result from any work performed
by the employee for the employer.  Any provision which purports to
apply to such an invention is to that extent against the public
policy of this state and is to that extent void and unenforceable.

     Subdivision 2.  No employer shall require a provision made
void and unenforceable by subdivision 1 as a condition of
employment or continuing employment.

     Subdivision 3.  IF AN EMPLOYMENT AGREEMENT ENTERED INTO AFTER
AUGUST 1, 1977 CONTAINS A PROVISION REQUIRING THE EMPLOYEE TO
ASSIGN OR OFFER TO ASSIGN ANY OF HIS RIGHTS IN ANY INVENTION TO AN
EMPLOYER, THE EMPLOYER MUST ALSO, AT THE TIME THE AGREEMENT IS
MADE, PROVIDE A WRITTEN NOTIFICATION TO THE EMPLOYEE THAT THE
AGREEMENT DOES NOT APPLY TO AN INVENTION FOR WHICH NO EQUIPMENT,
SUPPLIES, FACILITY OR TRADE SECRET INFORMATION OF THE EMPLOYER WAS
USED AND WHICH WAS DEVELOPED ENTIRELY ON THE EMPLOYEE'S OWN TIME,
AND (1) WHICH DOES NOT RELATE (a) DIRECTLY TO THE BUSINESS OF THE
EMPLOYER OR (b) TO THE EMPLOYER'S ACTUAL OR DEMONSTRABLY
ANTICIPATED RESEARCH OR DEVELOPMENT, OR (2) WHICH DOES NOT RESULT
FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER.

EX-10.05

 

                                                EXHIBIT 10.05

                      CERIDIAN CORPORATION

                 EXECUTIVE EMPLOYMENT AGREEMENT

PARTIES

          Ceridian Corporation (a Delaware Corporation)
                     8100 34th Avenue South
                Minneapolis, Minnesota 55425-1640

                               and

                   Ronald James ("Executive")


Date:  January 1, 1996

RECITALS

A.   Ceridian wishes to obtain the services of Executive for at
     least the duration of this Agreement, and the Executive
     wishes to provide his or her services for such period.

B.   Ceridian desires reasonable protection of Ceridian's
     Confidential Information (as defined below).

C.   Ceridian desires assurance that Executive will not compete
     with Ceridian or engage in recruitment of Ceridian's
     employees for a reasonable period of time after termination
     of employment, and Executive is willing to refrain from
     competition and recruitment.

D.   Executive desires to be assured of a minimum Base Salary (as
     defined below) from Ceridian for Executive's services for
     the term of this Agreement (unless terminated earlier
     pursuant to the terms of this Agreement).

E.   It is expressly recognized by the parties that Executive's
     acceptance of, and continuance in, Executive's position with
     Ceridian and agreement to be bound by the terms of this
     Agreement represents a substantial commitment to Ceridian in
     terms of Executive's personal and professional career and a
     foregoing of present and future career options by Executive,
     for all of which Ceridian receives substantial value.

F.   The parties recognize that a Change of Control (as defined
     below) may result in material alteration or diminishment of
     Executive's position and responsibilities and substantially
     frustrate the purpose of Executive's commitment to Ceridian
     and forebearance of options.

                                    1




G.   The parties recognize that in light of the above-described
     commitment and forebearance of options, it is essential
     that, for the benefit of Ceridian and its stockholders,
     provision be made for a Change of Control Termination (as
     defined below) in order to enable Executive to accept and
     effectively continue in Executive's position in the face of
     inherently disruptive circumstances arising from the
     possibility of a Change of Control of the Parent Corporation
     (as defined below), although no such change is now
     contemplated or foreseen.

H.   The parties wish to replace any and all prior agreements and
     undertakings with respect to the Executive's employment and
     Change of Control occurrences and compensation.

NOW, THEREFORE, in consideration of Executive's acceptance of and
continuance in Executive's employment for the term of this
Agreement and the parties' agreement to be bound by the terms
contained herein, the parties agree as follows:


                            ARTICLE I

                           DEFINITIONS

1.01 "Base Salary" shall mean regular cash compensation paid on a
     periodic basis exclusive of benefits, bonuses or incentive
     payments.

1.02 "Board" shall mean the Board of Directors of Ceridian
     Corporation (the "Parent Corporation").

1.03 "Ceridian" shall mean Ceridian Corporation and, except as
     otherwise provided in Article VIII and Section 9.02 of
     Article IX,

     (a)  any Subsidiary (as that term is defined in Section
     1.07); and

     (b)  any successor in interest by way of consolidation,
          operation of law, merger or otherwise.

1.04 "Confidential Information" shall mean information or
     material which is not generally available to or used by
     others, or the utility or value of which is not generally
     known or recognized as standard practice, whether or not the
     underlying details are in the public domain, including:

     (a)  information or material relating to Ceridian and its
          business as conducted or anticipated to be conducted;
          business plans; operations; past, current or
          anticipated software, products or services; customers
          or prospective customers; or research, engineering,
          development, manufacturing, purchasing, accounting, or
          marketing activities;



                                    2







     (b)  information or material relating to Ceridian's
          inventions, improvements, discoveries, "know-how,"
          technological developments, or unpublished writings or
          other works of authorship, or to the materials,
          apparatus, processes, formulae, plans or methods used
          in the development, manufacture or marketing of
          Ceridian's software, products or services;

     (c)  information which when received is marked as
          "proprietary," "private," or "confidential;"

     (d)  trade secrets;

     (e)  software in various stages of development, including
          computer programs in source code and binary code form,
          software designs, specifications, programming aids
          (including "library subroutines" and productivity
          tools), programming languages, interfaces, visual
          displays, technical documentation, user manuals, data
          files and databases; and

     (f)  any similar information of the type described above
          which Ceridian obtained from another party and which
          Ceridian treats as or designates as being proprietary,
          private or confidential, whether or not owned or
          developed by Ceridian.

     Notwithstanding the foregoing, "Confidential Information"
     does not include any information which is properly published
     or in the public domain; provided, however, that information
     which is published by or with the aid of Executive outside
     the scope of employment or contrary to the requirements of
     this Agreement will not be considered to have been properly
     published, and therefore will not be in the public domain
     for purposes of this Agreement.

1.05 "Disability" shall mean the inability of Executive to
     perform his or her duties under this Agreement because of
     illness or incapacity for a continuous period of five
     months.

1.06 "Parent Corporation" shall mean Ceridian Corporation and,
     except as otherwise provided in Article VIII and Section
     9.02 of Article IX, any successor in interest by way of
     consolidation, operation of law, merger or otherwise.
     "Parent Corporation" shall not include any Subsidiary.

1.07 "Subsidiary" shall mean:  (a) any corporation at least a
     majority of whose securities having ordinary voting power
     for the election of directors (other than securities having
     such power only by reason of the occurrence of a
     contingency) is at the time owned by Parent Corporation
     and/or one or more Subsidiaries; and (b) any division or
     business unit (or portion thereof) of Parent Corporation or
     a corporation described in clause (a) of this Section 1.07.



                                    3







                           ARTICLE II

                   EMPLOYMENT, DUTIES AND TERM

2.01 Employment.  Upon the terms and conditions set forth in this
     Agreement, Ceridian hereby employs Executive, and Executive
     accepts such employment.  Except as expressly provided
     herein, termination of this Agreement by either party shall
     also terminate Executive's employment by Ceridian.

2.02 Duties.  Executive shall devote his or her full-time and
     best efforts to Ceridian and to fulfilling the duties of his
     or her position which shall include such duties as may from
     time to time be assigned him or her by Ceridian, provided
     that such duties are reasonably consistent with Executive's
     education, experience and background.  Executive shall
     comply with Ceridian's policies and procedures to the extent
     they are not inconsistent with this Agreement in which case
     the provisions of this Agreement prevail.

2.03 Term.  Subject to the provisions of Articles IV, VII, and
     VIII, Executive's employment shall continue until the later
     of:  (a)December 31, 1997; or (b) two years after a Change
     of Control which occurs prior to December 31, 1997.  In any
     event, the Agreement shall automatically terminate without
     notice when Executive reaches 65 years of age.  If
     employment is continued after the age of 65 by mutual
     agreement, it shall be terminable at will by either party.


                           ARTICLE III

                    COMPENSATION AND EXPENSES

3.01 Base Salary.  For all services rendered under this Agreement
     during the term of Executive's employment, Ceridian shall
     pay Executive a minimum Base Salary at the annual rate
     currently being paid or, if Executive is not currently in
     Ceridian's employ, at the annual rate specified in the
     written offer of employment.  If Executive's salary is
     increased from time to time during the term of this
     Agreement, the increased amount shall be the Base Salary for
     the remainder of the term and any extensions.

3.02 Bonus and Incentive.  Bonus or incentive compensation shall
     be in the sole discretion of Ceridian.  Except as otherwise
     provided in Article VII, Ceridian shall have the right in
     accordance with their terms to alter, amend or eliminate any
     bonus or incentive plans, or Executive's participation
     therein, without compensation to Executive.



                                    4






3.03 Business Expenses.  Ceridian shall, in accordance with, and
     to the extent of, its policies in effect from time to time,
     bear all ordinary and necessary business expenses incurred
     by Executive in performing his or her duties as an employee
     of Ceridian, provided that Executive accounts promptly for
     such expenses to Ceridian in the manner prescribed from time
     to time by Ceridian.

                           ARTICLE IV

                        EARLY TERMINATION

4.01 Early Termination.  Subject to the respective continuing
     obligations of the parties pursuant to Articles V, VI, and
     IX, this Article sets forth the terms for early termination
     of this Agreement; provided, however, that this Article
     shall not apply to a Change of Control Termination which is
     governed solely by the provisions of Article VII.

4.02 Termination for Cause.  Ceridian may terminate this
     Agreement immediately for cause.  For the purpose hereof
     "cause" means (a) fraud, (b) misrepresentation, (c) theft or
     embezzlement of Ceridian assets, (d) intentional violations
     of law involving moral turpitude, (e) the continued failure
     by Executive to satisfactorily perform his or her duties as
     reasonably assigned to Executive pursuant to Section 2.02 of
     Article II of this Agreement for a period of 60 days after a
     written demand for such satisfactory performance which
     specifically identifies the manner in which it is alleged
     Executive has not satisfactorily performed such duties.  In
     the event of termination for cause pursuant to this Section
     4.02, Executive shall be paid at the usual rate of
     Executive's annual Base Salary through the date of
     termination specified in any notice of termination.

4.03 Termination Without Cause.  Either Executive or Ceridian may
     terminate this Agreement and Executive's employment without
     cause on at least 75 days' written notice or payment in lieu
     of notice under (b) below.  In the event of termination of
     this Agreement and of Executive's employment pursuant to
     this Section 4.03, compensation shall be paid as follows:

     (a)  if the notice of termination is given by Executive at
          any time Executive shall be paid at the usual rate of
          his or her annual Base Salary through the date of
          termination specified in such notice (but not to exceed
          75 days);

     (b)  if the notice of termination is given by Ceridian and
          effective prior to Executive's 65th birthday,
          (1) Executive shall be paid at the usual rate of his or
          her annual Base Salary through the date of termination
          specified in the notice provided, however, that
          Ceridian shall have the option of making termination of
          the Agreement and Executive's employment effective
          immediately upon notice in which case Executive shall
          be paid a lump sum representing the value of 75 days
          worth of salary; and (2) Executive shall receive,
          within 15 days following termination, a lump sum
          payment equivalent to two years' Base Salary.



                                    5






     (c)  If the notice of termination is given by Ceridian to be
          effective on or after Executive's 65th birthday
          Executive shall be paid at the usual rate of his or her
          annual Base Salary through the date of termination
          specified in any notice.

     (d)  In the event that termination occurs pursuant to
          Sections 4.03(b) or 4.03(c), then, in addition to the
          payments specified in said Sections, Ceridian shall pay
          to Executive any amount equal to (1) the bonus, if any,
          to which Executive would otherwise have become entitled
          under all Ceridian bonus plans in effect at the time of
          termination of this Agreement had Executive remained
          continuously employed for the full fiscal year in which
          termination occurred and continued to perform his or
          her duties in the same manner as they were performed
          immediately prior to termination, multiplied by (2) a
          fraction, the numerator of which shall be the number of
          whole months Executive was employed in the year in
          which termination occurred and the denominator of which
          is 12.  The amount payable pursuant to this Section
          4.03(d) shall be paid within 15 days after the date
          such bonus would have been paid had Executive remained
          employed for the full fiscal year.

4.04 Termination In The Event of Death or Disability.  This
     Agreement shall terminate in the event of death or
     disability of Executive.

     (a)  In the event of Executive's death, Ceridian shall pay
          an amount equal to 12 months of Base Salary at the rate
          in effect at the time of Executive's death plus the
          amount Executive would have received in annual
          incentive plan bonus for the year in which termination
          occurs had "target" goals been achieved.  Such amount
          shall be paid (1) to the beneficiary or beneficiaries
          designated in writing to Ceridian by Executive, (2) in
          the absence of such designation to the surviving
          spouse, or (3) if there is no surviving spouse, or such
          surviving spouse disclaims all or any part, then the
          full amount, or such disclaimed portion, shall be paid
          to the executor, administrator or other personal
          representative of Executive's estate.  The amount shall
          be paid as a lump sum as soon as practicable following
          Ceridian's receipt of notice of Executive's death.  All
          such payments shall be in addition to any payments due
          pursuant to Section 4.04(c) below.

     (b)  In the event of disability, Base Salary shall be
          terminated as of the end of the month in which the last
          day of the five-month period of Executive's inability
          to perform his or her duties occurs.

     (c)  In the event of termination by reason of Executive's
          death or disability, Ceridian shall pay to Executive
          any amount equal to (1) the amount Executive would have
          received in annual incentive plan bonus for the year in
          which termination occurs had "target" goals been
          achieved, multiplied by (2) a fraction, the numerator
          of which shall be the number of whole months Executive
          was employed in the year in which the death or
          disability occurred and the denominator of which is 12.
          The amount payable pursuant to this Section 4.04(c)
          shall be paid within 15 days after the date such bonus
          would have been paid had Executive remained employed
          for the full fiscal year.


                                    6






4.05 Entire Termination Payment.  The compensation provided for
     in this Article IV for early termination of this Agreement
     and termination pursuant to this Article IV shall constitute
     Executive's sole remedy for such termination.  Executive
     shall not be entitled to any other termination or severance
     payment which may be payable to Executive under any other
     agreement between Executive and Ceridian.



                            ARTICLE V

           CONFIDENTIALITY, DISCLOSURE AND ASSIGNMENT

5.01 Confidentiality.  Executive will not, during the term or
     after the termination or expiration of this Agreement,
     publish, disclose, or utilize in any manner any Confidential
     Information obtained while employed by Ceridian. If
     Executive leaves the employ of Ceridian, Executive will not,
     without Ceridian's prior written consent, retain or take
     away any drawing, writing or other record in any form
     containing any Confidential Information.

5.02 Business Conduct and Ethics. During the term of
     employment with Ceridian, Executive will engage in no
     activity or employment which may conflict with the interest
     of Ceridian, and will comply with Ceridian's policies and
     guidelines pertaining to business conduct and ethics.

5.03 Disclosure.  Executive will disclose promptly in
     writing to Ceridian all inventions, discoveries, software,
     writings and other works of authorship which are conceived,
     made, discovered, or written jointly or singly on Ceridian
     time or on Executive's own time, providing the invention,
     improvement, discovery, software, writing or other work of
     authorship is capable of being used by Ceridian in the
     normal course of business, and all such inventions,
     improvements, discoveries, software, writings and other
     works of authorship shall belong solely to Ceridian.

5.04 Instruments of Assignment.  Executive will sign and
     execute all instruments of assignment and other papers to
     evidence vestiture of Executive's entire right, title and
     interest in such inventions, improvements, discoveries,
     software, writings or other works of authorship in Ceridian,
     at the request and the expense of Ceridian, and Executive
     will do all acts and sign all instruments of assignment and
     other papers Ceridian may reasonably request relating to
     applications for patents, patents, copyrights, and the
     enforcement and protection thereof.  If Executive is needed,
     at any time, to give testimony, evidence, or opinions in any
     litigation or proceeding involving any patents or copyrights
     or applications for patents or copyrights, both domestic and
     foreign, relating to inventions, improvements, discoveries,
     software, writings or other works of authorship conceived,
     developed or reduced to practice by Executive, Executive
     agrees to do so, and if Executive leaves the employ of
     Ceridian, Ceridian shall pay Executive at a rate mutually
     agreeable to Executive and Ceridian, plus reasonable
     traveling or other expenses.


                                    7






5.05 Inventions Developed on Executive's Own Time.  The two
     immediately preceding sections entitled "Disclosure" and
     "Instruments of Assignment" do  not apply to inventions in
     which a Ceridian claim of any rights will create a violation
     of Chapter 47 Minnesota Revised Statutes, Section 1-181.78,
     reproduced below and constituting the written notification
     of its Subdivision 3.

     181.78 Agreements relating to inventions

     Subdivision 1.

     Any provision in an employment agreement which provides that
     an Executive shall assign or offer to assign any of his
     rights in an invention to his employer shall not apply to an
     invention for which no equipment, supplies, facility or
     trade secret information of the employer was used and which
     was developed entirely on the employee's  own time, and
     (1) which does not relate (a) directly to the business of
     the employer or (b) to the employer's actual or demonstrably
     anticipated research or development, or (2) which does not
     result from any work performed by the employee for the
     employer.  Any provision which purports to apply to such an
     invention is to that extent against the public policy of
     this state and is to that extent void and unenforceable.

     Subdivision 2.

     No employer shall require a provision made void and
     unenforceable by subdivision 1 as a condition of employment
     or continuing employment.

     Subdivision 3.

     IF AN EMPLOYMENT AGREEMENT ENTERED INTO AFTER AUGUST 1,
     1977, CONTAINS A PROVISION REQUIRING THE EMPLOYEE TO ASSIGN
     OR OFFER TO ASSIGN ANY OF HIS RIGHTS IN ANY INVENTION TO HIS
     EMPLOYER, THE EMPLOYER MUST ALSO, AT THE TIME THE AGREEMENT
     IS MADE, PROVIDE A WRITTEN NOTIFICATION TO THE EMPLOYEE THAT
     THE AGREEMENT DOES NOT APPLY TO AN INVENTION FOR WHICH NO
     EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET INFORMATION OF
     THE EMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON
     THE EMPLOYEE'S OWN TIME, AND (1) WHICH DOES NOT RELATE (a)
     DIRECTLY TO THE BUSINESS OF THE EMPLOYER OR (b) TO THE
     EMPLOYER'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR
     DEVELOPMENT, OR (2) WHICH DOES NOT RESULT FROM ANY WORK
     PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER.

5.06 Executive's Declaration. Executive has no inventions,
     improvements, discoveries, software, writings or other works
     of authorship useful to Ceridian in the normal course of
     business, which were conceived, made or written prior to the
     date of this Agreement and which are excluded from this
     Agreement.


                                    8






5.07 Survival.  The obligations of this Article V shall
     survive the expiration or termination of this Agreement.


                           ARTICLE VI

                NON-COMPETITION, NON-RECRUITMENT

6.01 General.  The parties hereto recognize and agree that (a)
     Executive is a senior executive of Ceridian and is a key
     Executive of Ceridian, (b) Executive has received, and will
     in the future receive, substantial amounts of Confidential
     Information, (c) Ceridian's business is conducted on a
     worldwide basis, and (d) provision for non-competition and
     non-recruitment obligations by Executive is critical to
     Ceridian's continued economic well-being and protection of
     Ceridian's Confidential Information.  In light of these
     considerations, this Article VI sets forth the terms and
     conditions of Executive's obligations of non-competition and
     non-recruitment subsequent to the termination of this
     Agreement and/or Executive's employment for any reason.

6.02 Non-Competition.

     (a)  Unless the obligation is waived or limited by Ceridian
          in accordance with subsection (b) of this Section 6.02,
          Executive agrees that for a period of two years
          following termination of employment for any reason,
          Executive will not directly or indirectly, alone or as
          a partner, officer, director, shareholder or employee
          of any other firm or entity, engage in any commercial
          activity in competition with any part of Ceridian's
          business as conducted as of the date of such
          termination of employment or with any part of
          Ceridian's contemplated business with respect to which
          Executive has Confidential Information as governed by
          Article V of this Agreement.  For purposes of this
          subsection (a), "shareholder" shall not include
          beneficial ownership of less than five percent (5%) of
          the combined voting power of all issued and outstanding
          voting securities of a publicly held corporation whose
          stock is traded on a major stock exchange.  Also for
          purposes of this subsection (a), "Ceridian's business"
          shall include business conducted by Ceridian or its
          affiliates and any partnership or joint venture in
          which Ceridian or its affiliates is a partner or joint
          venturer; provided that, "affiliate" as used in this
          sentence shall not include any corporation in which
          Ceridian has ownership of less than fifteen percent
          (15%) of the voting stock.

     (b)  At its sole option Ceridian may, by written notice to
          Executive within 30 days after the effective date of
          termination of Executive's employment, waive or limit
          the time and/or geographic area in which Executive
          cannot engage in competitive activity.


                                    9





     (c)  During the term of the non-competition obligation,
          prior to accepting employment with, or agreeing to
          provide consulting services to, any firm which offers
          products or services in the fields of electronics or
          information processing, Executive shall give 30 days
          prior written notice to Ceridian.  Such written notice
          shall describe the proposed employment or consulting
          services and the firm to which they will be rendered.
          Ceridian's failure to respond or object to such notice
          shall not in any way constitute acquiescence or waiver
          of Ceridian's rights under this Article VI.

     (d)  During any period of non-competition pursuant to this
          Article VI Ceridian shall pay Executive an amount equal
          to the usual rate of Executive's Base Salary in effect
          at the time of termination.  There shall be credited
          against Ceridian's obligation to make such payments any
          other payments made by Ceridian to Executive pursuant
          to Article IV of this Agreement.  In the event that
          Ceridian elects, pursuant to subsection (b) of this
          Section 6.02, to waive all or any portion of the non-
          competition obligation, no payment shall be required by
          Ceridian with respect to the portion of the non-
          competition period which has been waived.

6.03 Non-Recruitment.  For a period of two years following
     termination of employment for any reason, Executive will not
     initiate or actively participate in any other employer's
     recruitment or hiring of Ceridian employees.  This provision
     shall not preclude Executive from responding to a request
     (other than by Executive's employer) for a reference with
     respect to an individual's employment qualifications.

6.04 Survival.  The obligations of this Article VI shall survive
     the expiration or termination of this Agreement.


                           ARTICLE VII

                        CHANGE OF CONTROL

7.01 Definitions.  For purposes of this Article VII, the
     following definitions shall be applied:

     (a)  "Change of Control" shall mean any of the following
          events:

          (1)  a merger or consolidation to which Parent
               Corporation is a party if the individuals and
               entities who were stockholders of Parent
               Corporation immediately prior to the effective
               date of such merger or consolidation have
               beneficial ownership (as defined in Rule 13d-3
               under the Securities Exchange Act of 1934) of less
               than fifty percent (50%) of the total combined
               voting power for election of directors of the
               surviving corporation immediately following the
               effective date of such merger or consolidation; or


                                    10





          (2)  the direct or indirect beneficial ownership (as
               defined in Rule 13d-3 under the Securities
               Exchange Act of 1934) in the aggregate of
               securities of Parent Corporation representing
               twenty-five percent (25%) or more of the total
               combined voting power of Parent Corporation's then
               issued and outstanding securities by any person or
               entity, or group of associated persons or entities
               acting in concert; or

          (3)  the sale of the properties and assets of Parent
               Corporation, substantially as an entirety, to any
               person or entity which is not a wholly-owned
               subsidiary of Parent Corporation.

          (4)  the stockholders of Parent Corporation approve any
               plan or proposal for the liquidation of Parent
               Corporation; or

          (5)  a change in the composition of the Board at any
               time during any consecutive 24 month period such
               that the "Continuity Directors" cease for any
               reason to constitute at least a seventy percent
               (70%) majority of the Board.  For purposes of this
               clause, "Continuity Directors" means those members
               of the Board who either:

               (A)  were directors at the beginning of such
                    consecutive 24 month period; or

               (B)  were elected by, or on the nomination or
                    recommendation of, at least a two-thirds
                    (2/3) majority of the then-existing Board.

     (b)  "Change of Control Actions" shall mean any payment
          (including any benefit or transfer of property) in the
          nature of compensation, to or for the benefit of
          Executive under any arrangement, which is considered
          contingent on a Change of Control for purposes of
          Section 280G of the Internal Revenue Code.  As used in
          this definition, the term "arrangement" includes,
          without limitation, any agreement between Executive and
          Ceridian and any and all of Ceridian's salary, bonus,
          incentive, restricted stock, stock option, compensation
          or benefit plans, programs or arrangements, and shall
          include this Agreement.

     (c)  "Change of Control Termination" shall mean, with
          respect to Executive, any of the following events
          occurring within two years after a Change of Control:

          (1)  Termination of Executive's employment by Ceridian
               for any reason other than (A) fraud, (B) theft or
               embezzlement of Ceridian assets, (C) intentional
               violations of law involving moral turpitude, or
               (D) the substantial and continuing failure by
               Executive to satisfactorily perform his or her
               duties as reasonably assigned to Executive
               pursuant to Section 2.02 of Article II of this
               Agreement for a period of 60 days after a written
               demand for such satisfactory performance which
               specifically identifies the manner in which it is
               alleged Executive has not satisfactorily performed
               such duties.


                                    11





          (2)  Termination of employment with Ceridian by
               Executive pursuant to Section 7.02 of this Article
               VII.  A Change of Control Termination by Executive
               shall not, however, include termination by reason
               of death.

     (d)  "Good Reason" shall mean a good faith determination by
          Executive, in Executive's reasonable judgment, that any
          one or more of the following events has occurred,
          without Executive's express written consent, after a
          Change of Control:

          (1)  A change in Executive's reporting
               responsibilities, titles or offices as in effect
               immediately prior to the Change of Control, or any
               removal of Executive from, or any failure to re-
               elect Executive to, any of such positions, which
               has the effect of materially diminishing
               Executive's responsibility or authority;

          (2)  A reduction by Ceridian in Executive's Base Salary
               as in effect immediately prior to the Change of
               Control or as the same may be increased from time
               to time;

          (3)  Ceridian requiring Executive to be based anywhere
               other than within 25 miles of Executive's job
               location at the time of the Change of Control;

          (4)  Without replacement by plans, programs, or
               arrangements which, taken as a whole, provide
               benefits to Executive at least reasonably
               comparable to those discontinued or adversely
               affected, (A) the failure by Ceridian to continue
               in effect, within its maximum stated term, any
               pension, bonus, incentive, stock ownership,
               purchase, option, life insurance, health,
               accident, disability, or any other employee
               compensation or benefit plan, program or
               arrangement, in which Executive is participating
               immediately prior to a Change of Control; or (B)
               the taking of any action by Ceridian that would
               materially adversely affect Executive's
               participation or materially reduce Executive's
               benefits under any of such plans, programs or
               arrangements;

          (5)  The failure by Ceridian to provide office space,
               furniture, and secretarial support at least
               comparable to that provided Executive immediately
               prior to the Change of Control or the taking of
               any similar action by Ceridian that would
               materially adversely affect the working conditions
               in or under which Executive performs his or her
               employment duties;


                                    12





          (6)  If Executive's primary employment duties are with
               a Subsidiary, the sale, merger, contribution,
               transfer or any other transaction in conjunction
               with which Parent Corporation's ownership interest
               in such Subsidiary decreases below the level
               specified in Section 1.07 of Article I unless (A)
               this Agreement is assigned to the
               purchaser/transferee with the provisions of
               Article VII in full force and effect and operative
               as if a Change of Control has occurred with
               respect to the purchaser/transferee as Parent
               Corporation immediately after the
               purchase/transfer becomes effective, and (B) such
               purchaser/transferee has a creditworthiness
               reasonably equivalent to Parent Corporation's; or

          (7)  Any material breach of this Agreement by Ceridian.

     (e)  "Internal Revenue Code" -- Any reference to a section
          of the Internal Revenue Code shall mean that section of
          the Internal Revenue Code of 1986, or to the
          corresponding section of such Code as from time to time
          amended.

7.02 Change of Control Termination Right.  For a period of two
     years following a Change of Control, Executive shall have
     the right, at any time and within Executive's sole
     discretion, to terminate employment with Ceridian for Good
     Reason.  Such termination shall be accomplished by, and
     effective upon, Executive giving written notice to Ceridian
     of Executive's decision to terminate.  Except as otherwise
     expressly provided in this Agreement, upon the exercise of
     said right, all obligations and duties of Executive under
     this Agreement shall be of no further force and effect.

7.03 Change of Control Termination Payment.  In the event of a
     Change of Control Termination, and subject to the
     "Limitation on Change of Control Compensation" contained in
     Section 7.04, then, and without further action by the Board,
     Compensation Committee or otherwise, Parent Corporation
     shall, within five days of such termination, make a lump sum
     payment to Executive in an amount equal to one dollar
     ($1.00) less than three times the average annualized
     compensation as defined by Section 280G of the Internal
     Revenue Code, received by Executive from Ceridian and
     includible in Executive's gross income for federal income
     tax purposes, for the five most recent taxable years of the
     Executive ending before the date upon which the Change in
     Control occurred (or such portion of such period during
     which Executive was an employee of Ceridian).

7.04 Limitation on Change of Control Compensation.
     Notwithstanding any other provisions of this Agreement or of
     any other agreement, contract or understanding heretofore or
     hereafter entered into between Ceridian and Executive,
     Executive shall not be entitled to receive any Change of
     Control Action which would, with respect to Executive,
     constitute a "parachute payment" for purposes of Section
     280G of the Internal Revenue Code.  In the event any Change
     of Control Action would, with respect to Executive,
     constitute a "parachute payment", Executive shall have the
     right to designate those Change of Control Action(s) which
     would be reduced or eliminated so that Executive will not
     receive a "parachute payment".


                                    13






7.05 Interest.  In the event Parent Corporation does not make
     timely payment in full of the Change of Control Termination
     payment described in Section 7.03, Executive shall be
     entitled to receive interest on any unpaid amount at the
     lower of:  (a) prime rate of interest (or such comparable
     index as may be adopted) established from time to time by
     the Norwest Bank Minneapolis, N.A., Minneapolis, Minnesota;
     or (b) the maximum rate permitted under Section 280G(d)(4)
     of the Internal Revenue Code.

7.06 Attorneys' Fees.  In the event Executive incurs any legal
     expense to enforce or defend his or her rights under this
     Article VII of this Agreement, or to recover damages for
     breach thereof, Executive shall be entitled to recover from
     Ceridian any expenses for attorneys' fees and disbursements
     incurred.

7.07 Benefits Continuation.  In the event of a Change of Control
     Termination, Executive (and anyone entitled to claim under
     or through Executive) shall, until age 65, be entitled to
     receive from Ceridian the same or equivalent health, dental,
     accidental death and dismemberment, short and long-term
     disability, life insurance coverages, and all other
     insurance policies and health and welfare benefits programs,
     policies or arrangements, at the same levels and coverages
     as Executive was receiving on the day immediately prior to
     the Change of Control.  To the extent that election of
     continuation of any of such coverages, programs, policies,
     or arrangements is made available to employees terminating
     at age 55 with 15 or more years of service, Executive shall
     be required to pay no more for continuation than is required
     of such employees on the day immediately prior to the Change
     of Control.  If no such continuation program is available,
     Executive shall be required to pay no more than he/she paid
     as an active employee, or if provided by Ceridian at no cost
     to employees on the day immediately prior to the Change of
     Control, they shall continue to be made available to
     Executive on this basis.


                          ARTICLE VIII

                   CHANGE OF SUBSIDIARY STATUS

In the event that, prior to a Change of Control: (a) a Subsidiary
is sold, merged, contributed, or in any other manner transferred,
or if for any reason Parent Corporation's ownership interest in
any such Subsidiary falls below the level specified in Section
1.07, (b) Executive's primary employment duties are with the
Subsidiary at the time of the occurrence of such event, and (c)
Executive does not, in conjunction therewith, transfer employment
directly to Parent Corporation or another Subsidiary, then:

     (1)  If Executive gives his or her written consent to the
          assignment of this Agreement to such Subsidiary, or to
          the purchaser or new majority interest holder of such
          Subsidiary, (and such assignment is accepted) this
          Agreement shall remain in full force and effect between
          Executive and the assignee, except that the provisions
          of Article VII of this Agreement shall become null and
          void;

                                    14





     (2)  If such assignment is not accepted by the Subsidiary or
          purchaser, then this Agreement shall be deemed to have
          been terminated by Ceridian without cause pursuant to
          Section 4.03 of Article IV; and

     (3)  In all other cases, this Agreement shall be deemed
          terminated for cause pursuant to Section 4.02 of
          Article IV.


                           ARTICLE IX

                       GENERAL PROVISIONS

9.01 No Adequate Remedy.  The parties declare that it is
     impossible to measure in money the damages which will accrue
     to either party by reason of a failure to perform any of the
     obligations under this Agreement.  Therefore, if either
     party shall institute any action or proceeding to enforce
     the provisions hereof, such party against whom such action
     or proceeding is brought hereby waives the claim or defense
     that such party has an adequate remedy at law, and such
     party shall not urge in any such action or proceeding the
     claim or defense that such party has an adequate remedy at
     law.

9.02 Successors and Assigns.  Except as otherwise provided in
     Article VIII, this Agreement shall be binding upon and inure
     to the benefit of the successors and assigns of Parent
     Corporation and each Subsidiary, whether by way of merger,
     consolidation, operation of law, assignment, purchase or
     other acquisition of substantially all of the assets or
     business of Ceridian, and any such successor or assign shall
     absolutely and unconditionally assume all of Ceridian's
     obligations hereunder.

9.03 Notices.  All notices, requests and demands given to or made
     pursuant hereto shall, except as otherwise specified herein,
     be in writing and be delivered or mailed to any such party
     at its address:

     (a)  Ceridian Corporation
          8100 34th Avenue South
          Minneapolis, Minnesota 55425-1640
          Attention:  Office of General Counsel

     (b)  In the case of Executive shall be:

          At the address listed on the last page of this
          Agreement.

          Either party may, by notice hereunder, designate a
          changed address.  Any notice, if mailed properly
          addressed, postage prepaid, registered or certified
          mail, shall be deemed dispatched on the registered date
          or that stamped on the certified mail receipt, and
          shall be deemed received within the second business day
          thereafter or when it is actually received, whichever
          is sooner.


                                    15






9.04 Captions.  The various headings or captions in this
     Agreement are for convenience only and shall not affect the
     meaning or interpretation of this Agreement.

9.05 Governing Law.  The validity, construction and performance
     of this Agreement shall be governed by the laws of the State
     of Minnesota and any and every legal proceeding arising out
     of or in connection with this Agreement shall be brought in
     the appropriate courts of the State of Minnesota, each of
     the parties hereby consenting to the exclusive jurisdiction
     of said courts for this purpose.  The parties hereto
     expressly recognize and agree that the implementation of
     this Governing Law provision is essential in light of the
     fact that Parent Corporation's corporate headquarters and
     its principal executive offices are located within the State
     of Minnesota, and there is a critical need for uniformity in
     the interpretation and enforcement of the employment
     agreements between Ceridian and its senior executives.

9.06 Construction.  Wherever possible, each provision of this
     Agreement shall be interpreted in such manner as to be
     effective and valid under applicable law, but if any
     provision of this Agreement shall be prohibited by or
     invalid under applicable law, such provision shall be
     ineffective only to the extent of such prohibition or
     invalidity without invalidating the remainder of such
     provision or the remaining provisions of this Agreement.

9.07 Waivers.  No failure on the part of either party to
     exercise, and no delay in exercising, any right or remedy
     hereunder shall operate as a waiver thereof; nor shall any
     single or partial exercise of any right or remedy hereunder
     preclude any other or further exercise thereof or the
     exercise of any other right or remedy granted hereby or by
     any related document or by law.

9.08 Modification.  This Agreement may not be and shall not be
     modified or amended except by written instrument signed by
     the parties hereto.

9.09 Arbitration.  Because the parties recognize that resolving
     any future differences in the courts can require a long time
     and great expense, Company and Executive agree that their
     only remedy for disputes either may have with the other and
     that arise out of Executive's employment, or any aspect of
     this Agreement, shall be to submit all disputes to final and
     binding arbitration in accordance with the Employment
     Dispute Resolution Rules of the American Arbitration
     Association.  The aggrieved party must send a written notice
     of claim to the other party by certified mail, return
     receipt requested to the address listed in Section 7.03 of
     this Agreement.  The arbitrator shall apply the law in
     accordance with this Agreement, or federal law, or both, as
     applicable to the claim(s) asserted.

9.10 Entire Agreement.  This Agreement constitutes the entire
     agreement and understanding between the parties hereto in
     reference to all the matters herein agreed upon.  This
     Agreement replaces in full all prior employment agreements
     or understandings of the parties hereto, and any and all
     such prior agreements or understandings are hereby rescinded
     by mutual agreement.


                                    16





IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be duly executed and delivered as of the day and year first
above written.


EXECUTIVE                       CERIDIAN CORPORATION


/s/ Ronald James                By:   /s/ Michael E. Kotten

                                Title:Vice President, Organization
                                      Resources
Address:




                                    17

EX-10.06

 


                                                    EXHIBIT 10.06
                          AMENDMENT TO
                 EXECUTIVE EMPLOYMENT AGREEMENT


     This Amendment to Executive Employment Agreement, dated as
of May   , 1996 (the "Amendment"), is between Ceridian
Corporation and                    ("Executive").  Ceridian
Corporation and Executive are parties to an Executive Employment
Agreement dated            , 199  (the "Agreement"), and desire
to amend that Agreement in the manner provided in this Amendment.
Unless otherwise defined herein, capitalized terms used in this
Amendment have the meanings given to them in the Agreement.

     1.  In consideration of Executive's continuance in
Executive's employment for the remaining term of the Agreement
and the mutual promises and obligations contained in the
Agreement as modified by this Amendment, the parties hereby agree
to amend Sections 7.01 through 7.05 of the Agreement in their
entirety to read as follows:

     "7.01Definitions.  For purposes of this Article VII,
          the following definitions shall be applied:

          (a)"Benefit Plan" means any formal or informal plan,
          program or other arrangement heretofore or hereafter
          adopted by Ceridian for the direct or indirect
          provision of compensation to the Executive (including
          groups or classes of participants or beneficiaries of
          which the Executive is a member), whether or not such
          compensation is deferred, is in the form of cash or
          other property or rights, or is in the form of a
          benefit to or for the Executive.

          (b)"Change of Control" shall mean any of the
          following events:

               (1)  a merger or consolidation to which Parent
                    Corporation is a party if the individuals and
                    entities who were stockholders of Parent
                    Corporation immediately prior to the
                    effective date of such merger or
                    consolidation have beneficial ownership (as
                    defined in Rule 13d-3 under the Securities
                    Exchange Act of 1934) of less than fifty
                    percent (50%) of the total combined voting
                    power for election of directors of the
                    surviving corporation immediately following
                    the effective date of such merger or
                    consolidation; or

               (2)  the direct or indirect beneficial ownership
                    (as defined in Rule 13d-3 under the
                    Securities Exchange Act of 1934) in the
                    aggregate of securities of Parent Corporation
                    representing twenty-five percent (25%) or
                    more of the total combined voting power of
                    Parent Corporation's then issued and
                    outstanding securities by any person or
                    entity, or group of associated persons or
                    entities acting in concert; or

               (3)  the sale of the properties and assets of
                    Parent Corporation, substantially as an
                    entirety, to any person or entity which is
                    not a wholly-owned subsidiary of Parent
                    Corporation; or

               (4)  the stockholders of Parent Corporation
                    approve any plan or proposal for the
                    liquidation of Parent Corporation; or






               (5)  a change in the composition of the Board at
                    any time during any consecutive 24 month
                    period such that the "Continuity Directors"
                    cease for any reason to constitute at least a
                    seventy percent (70%) majority of the Board.
                    For purposes of this clause, "Continuity
                    Directors" means those members of the Board
                    who either (A) were directors at the
                    beginning of such consecutive 24 month
                    period, or (B) were elected by, or on the
                    nomination or recommendation of, at least a
                    two-thirds (2/3) majority of the then-
                    existing Board.

          (c)"Change of Control Compensation" means any
          payment or benefit (including any transfer of property)
          in the nature of compensation, to or for the benefit of
          a Participant under this Agreement or any Other
          Agreement or Benefit Plan, which is considered to be
          contingent on a Change of Control for purposes of
          Section 280G of the Code.

          (d)"Change of Control Termination" means, with
          respect to Executive, either of the following events
          occurring within two years after a Change of Control:

               (1)  Termination of Executive's employment by
                    Ceridian for any reason other than (A) fraud,
                    (B) theft or embezzlement of Ceridian assets,
                    (C) intentional violations of law involving
                    moral turpitude, or (D) the substantial and
                    continuing failure by Executive to
                    satisfactorily perform his or her duties as
                    reasonably assigned to Executive pursuant to
                    Section 2.02 of Article II of this Agreement
                    for a period of 60 days after a written
                    demand for such satisfactory performance
                    which specifically identifies the manner in
                    which it is alleged Executive has not
                    satisfactorily performed such duties; or

               (2)  Termination of employment with Ceridian by
                    Executive pursuant to Section 7.02 of this
                    Article VII.

          A Change of Control Termination by Executive shall not,
          however, include termination by reason of death or
          Disability.

          (e)"Code" means the Internal Revenue Code of 1986,
          as amended.  Any reference to a section of the Code
          shall include the corresponding section of such Code
          as from time to time amended.

          (f)"Excise Tax" means any applicable federal
          excise tax imposed by Section 4999 of the Code.

          (g)"Good Reason" means a good faith determination by
          Executive, in Executive's sole and absolute judgment,
          that any one or more of the following events has
          occurred, without Executive's express written consent,
          after a Change of Control:

               (1)  A change in Executive's reporting
                    responsibilities, titles or offices as in
                    effect immediately prior to the Change of
                    Control, or any removal of Executive from, or
                    any failure to re-elect Executive to, any of
                    such positions, which has the effect of
                    materially diminishing Executive's
                    responsibility or authority;


                                    2





               (2)  A reduction by Ceridian in Executive's Base
                    Salary as in effect immediately prior to the
                    Change of Control or as the same may be
                    increased from time to time thereafter;

               (3)  Ceridian requiring Executive to be based
                    anywhere other than within 25 miles of
                    Executive's job location at the time of the
                    Change of Control;

               (4)  Without replacement by plans, programs, or
                    arrangements which, taken as a whole, provide
                    benefits to Executive at least reasonably
                    comparable to those discontinued or adversely
                    affected, (A) the failure by Ceridian to
                    continue in effect, within its maximum stated
                    term, any pension, bonus, incentive, stock
                    ownership, purchase, option, life insurance,
                    health, accident, disability, or any other
                    employee compensation or benefit plan,
                    program or arrangement, in which Executive is
                    participating immediately prior to a Change
                    of Control; or (B) the taking of any action
                    by Ceridian that would materially adversely
                    affect Executive's participation or
                    materially reduce Executive's benefits under
                    any of such plans, programs or arrangements;

               (5)  The failure by Ceridian to provide office
                    space, furniture, and secretarial support at
                    least comparable to that provided Executive
                    immediately prior to the Change of Control or
                    the taking of any similar action by Ceridian
                    that would materially adversely affect the
                    working conditions in or under which
                    Executive performs his or her employment
                    duties;

               (6)  If Executive's primary employment duties are
                    with a Subsidiary, the sale, merger,
                    contribution, transfer or any other
                    transaction in conjunction with which Parent
                    Corporation's ownership interest in such
                    Subsidiary decreases below the level
                    specified in Section 1.07 of Article I unless
                    (A) this Agreement is assigned to the
                    purchaser/transferee with the provisions of
                    Article VII in full force and effect and
                    operative as if a Change of Control has
                    occurred with respect to the
                    purchaser/transferee as Parent Corporation
                    immediately after the purchase/transfer
                    becomes effective, and (B) such
                    purchaser/transferee has a creditworthiness
                    reasonably equivalent to Parent
                    Corporation's; or

               (7)  Any material breach of this Agreement by
                    Ceridian.

          (g)"Other Agreements" means any agreement,
          contract or understanding heretofore or hereafter
          entered into between Executive and Ceridian for the
          direct or indirect provision of compensation to
          Executive.

          (h)"Reduced Amount" means the largest amount that
          could be received by a Participant as Change of
          Control Compensation such that no portion of such
          Change of Control Compensation would be subject to
          the Excise Tax.

     7.02 Change of Control Termination Right.  For a period of
     two years following a Change of Control, Executive shall
     have the right, at any time and within Executive's sole
     discretion, to terminate employment with Ceridian for Good
     Reason.  Such termination shall be accomplished by, and
     effective upon, Executive giving written notice to Ceridian


                                    3




     of Executive's decision to terminate.  Except as otherwise
     expressly provided in this Agreement, upon the exercise of
     said right, all obligations and duties of Executive under
     this Agreement shall be of no further force and effect.

     7.03 Change of Control Termination Payment.  In the event of
     a Change of Control Termination, and subject to the
     "Limitation on Change of Control Compensation" contained in
     Section 7.04, then, and without further action by the Board,
     Compensation Committee or otherwise, Parent Corporation
     shall, within five days of such termination, make a lump sum
     payment to Executive in an amount equal to one dollar
     ($1.00) less than three times the average annualized
     compensation, as defined by Section 280G of the Code,
     received by Executive from Ceridian and includible in
     Executive's gross income for federal income tax purposes for
     the five most recent taxable years of the Executive ending
     before the date upon which the Change in Control occurred
     (or such portion of such period during which Executive was
     an employee of Ceridian).

     7.04 Limitation on Change of Control Compensation.
     Notwithstanding any other provisions of this Agreement or of
     any Other Agreement or Benefit Plan, if any Change of
     Control Compensation would be considered a "parachute
     payment" within the meaning of Section 280G(b)(2) of the
     Code and if, after reduction for any Excise Tax and federal
     income tax imposed by the Code, Executive's net proceeds of
     such Change of Control Compensation would be less than the
     amount of Executive's net proceeds resulting from the
     payment of the Reduced Amount after reduction for federal
     income taxes, then the Change of Control Compensation
     payable to Executive shall be limited to the Reduced Amount.
     The determinations required by the preceding sentence shall
     be made by the firm of independent certified public
     accountants serving as the outside auditor of Ceridian as of
     the date of the applicable Change of Control, and such
     determinations shall be binding upon Ceridian and Executive.
     If Change of Control Compensation to Executive is limited to
     the Reduced Amount, then Executive shall have the right, in
     his or her sole discretion, to designate those payments or
     benefits under this Agreement, any Other Agreements and/or
     any Benefit Plans that should be reduced or eliminated so as
     to avoid having Executive's Change of Control Compensation
     be subject to the Excise Tax.  If Executive fails to make
     make such designation within 30 days of having received
     notification that such designation is required, Ceridian
     shall make such designations and shall promptly inform
     Executive of its actions in such regard.

     7.05 Interest.  In the event Parent Corporation does not
     make timely payment in full of the Change of Control
     Termination payment described in Section 7.03, Executive
     shall be entitled to receive interest on any unpaid amount
     at the lower of:  (a) the prime rate of interest (or such
     comparable index as may be adopted) established from time to
     time by the First Bank National Association, Minneapolis,
     Minnesota; or (b) the maximum rate permitted under Section
     280G(d)(4) of the Internal Revenue Code."

     2.  This Amendment shall become effective as of the date
first written above.  Following the effectiveness of this
Amendment, each reference in the Agreement to "this Agreement,"
"hereunder," "herein," "hereof," or words of like import shall
mean and be a reference to the Agreement as amended by this
Amendment.


                                    4





     In Witness Whereof, the parties have caused this Amendment
to be duly executed and delivered as of the date first written
above.

EXECUTIVE                          CERIDIAN CORPORATION


                                   By:
[Typed Name]
                                   Title:

Address:


                                    5

EX-10.08

 


                                                    EXHIBIT 10.08

                      CERIDIAN CORPORATION
            1996 DIRECTOR PERFORMANCE INCENTIVE PLAN
             (As amended through December 31, 1996)


1.   Purpose of Plan.

     The  purpose  of  the  Ceridian  Corporation  1996  Director
Performance  Incentive  Plan  (the  "Plan")  is  to  advance  the
interests  of  Ceridian  Corporation  (the  "Company")  and   its
stockholders by enabling  the Company to  attract and retain  the
services of experienced and knowledgeable non-employee directors,
to  increase  the  proprietary  interests  of  such  non-employee
directors  in   the  Company's   long-term  success   and   their
identification with the interests of the Company's  stockholders,
and to serve as the source of transitional awards of Common Stock
(as defined  below) in  connection with  the termination  of  the
Company's Directors Deferred  Compensation Plan (the  "Directors'
Retirement Plan"), a retirement plan for non-employee directors.

2.   Definitions.

     The following terms will have the meanings set forth  below,
unless the context clearly otherwise requires:

     2.1  "Award" means  an  Option, Restricted  Stock  Award  or
Share Award granted to an Eligible Director pursuant to the Plan.

     2.2  "Board" means the Board of Directors of the Company.

     2.3  "Broker  Exercise  Notice"   means  a  written   notice
pursuant to  which  an Eligible  Director,  upon exercise  of  an
Option, irrevocably  instructs  a  broker or  dealer  to  sell  a
sufficient number of shares or loan a sufficient amount of  money
to pay  all or  a portion  of the  exercise price  of the  Option
and/or any  related withholding  tax obligations  and remit  such
sums to  the Company  and directs  the Company  to deliver  stock
certificates to be  issued upon  such exercise  directly to  such
broker or dealer.

     2.4  "Code" means  the Internal  Revenue  Code of  1986,  as
amended.

     2.5  "Committee"   means    the   group    of    individuals
administering the Plan, as provided in Section 3 of the Plan.

     2.6  "Common Stock" means the  common stock of the  Company,
par value $0.50 per  share, or the number  and kind of shares  of
stock or other  securities into which  such Common  Stock may  be
changed in accordance with Section 4.3 of the Plan.

     2.7  "Disability"  means  the  disability  of  an   Eligible
Director such as would entitle  the Eligible Director to  receive
disability income benefits pursuant  to the long-term  disability
plan of the Company then covering the Eligible Director or, if no
such plan exists or is applicable  to the Eligible Director,  the
permanent and total  disability of the  Eligible Director  within
the meaning of Section 22(e)(3) of the Code.

     2.8  "Eligible Directors" means all directors of the Company
who are not  employees of the  Company or any  subsidiary of  the
Company.

     2.9  "Exchange Act"  means the  Securities Exchange  Act  of
1934, as amended.

     2.10 "Fair Market Value" means,  with respect to the  Common
Stock, as of any date (or, if no shares were traded or quoted  on
such date, as of the next preceding date on which there was  such
a trade or  quote), the  closing market  price per  share of  the
Common Stock as reported on the New York Stock Exchange Composite
Tape on that date.






     2.11 "Option" means  a right  to  purchase 1,500  shares  of
Common Stock (subject to adjustment as provided in Section 4.3 of
the Plan) granted to an  Eligible Director pursuant to  Section 6
of the Plan that does not qualify as an "incentive stock  option"
within the meaning of Section 422 of the Code.

     2.12 "Restricted Shares" means shares  of Common Stock  that
are the  subject  of  a Restricted  Stock  Award,  and  therefore
subject to the  restrictions on transferability  and the risk  of
forfeiture imposed by the provisions of  Sections 5 and 8 of  the
Plan.

     2.13 "Restricted Stock Award" means  an award of  Restricted
Shares to an Eligible Director pursuant to Section 5 of the Plan.

     2.14 "Securities Act" means the  Securities Act of 1933,  as
amended.

     2.15 "Share Award" means an award of shares of Common  Stock
granted to  an Eligible  Director pursuant  to Section  7 of  the
Plan.

3.   Plan Administration.

     The Plan will  be administered by  the Nominating and  Board
Governance Committee  of the  Board, or  any successor  committee
thereto (the "Committee").   All questions  of interpretation  of
the Plan will be determined by the Committee, each determination,
interpretation or other  action made  or taken  by the  Committee
pursuant to the  provisions of the  Plan will  be conclusive  and
binding for all purposes and on all persons, and no member of the
Committee will be liable for any action or determination made  in
good faith with respect  to the Plan or  any Award granted  under
the Plan.    The  Committee,  however,  will  have  no  power  to
determine the  eligibility for  participation  in the  Plan,  the
number of shares of Common Stock to be subject to Awards, or  the
timing, pricing or other terms and conditions of the Awards.

4.   Shares Available for Issuance.

     4.1  Maximum  Number   of  Shares   Available.  Subject   to
adjustment as provided  in Section 4.3 of  the Plan, the  maximum
number of  shares of  Common Stock  that  will be  available  for
issuance under  the Plan  will be  125,000  shares.   The  shares
available for issuance under the Plan may, at the election of the
Committee, be  either treasury  shares or  shares authorized  but
unissued, and, if treasury shares are used, all references in the
Plan to the issuance of shares will, for corporate law  purposes,
be deemed to mean the transfer of shares from treasury.

     4.2  Accounting for Awards.  Shares of Common Stock that are
issued under the Plan or that  are subject to outstanding  Awards
will be applied to reduce the maximum number of shares of  Common
Stock remaining  available  for issuance  under  the Plan.    Any
shares of Common Stock that are subject to an Award that  lapses,
expires,  or  for  any  reason  is  terminated  unexercised  will
automatically again become available for issuance under the Plan.

     4.3  Adjustments to Shares and Awards.  In the event of  any
reorganization,    merger,    consolidation,    recapitalization,
liquidation,  reclassification,  stock  dividend,  stock   split,
combination  of   shares,   rights   offering,   divestiture   or
extraordinary dividend (including a spin-off) or any other change
in  the  corporate  structure  or  shares  of  the  Company,  the
Committee (or, if the Company is not the surviving corporation in
any such transaction,  the board  of directors  of the  surviving
corporation)   will    make   appropriate    adjustment    (which
determination will be conclusive)  as to the  number and kind  of
securities available for issuance under the Plan and, in order to
prevent  dilution  or  enlargement  of  the  rights  of  Eligible
Directors, the number, kind and, where applicable, exercise price
of securities subject to outstanding Incentive Awards.

5.   Restricted Stock Awards.

     5.1  Grants to New Directors.  At such time on or after  the
effective date of this Plan as additional Eligible Directors  are
first elected or appointed to the Board to fill new directorships
or to fill vacancies, each  such Eligible Director will  receive,
on a one-time basis on the date  of his or her first election  or


                                2




appointment to the Board, a Restricted  Stock Award.  The  number
of Restricted Shares to be awarded to each such Eligible Director
pursuant to such  Restricted Stock Award  shall be determined  by
first multiplying the  dollar value  of the  then current  annual
retainer paid to Eligible Directors  by four, then dividing  that
result by the average closing price of a share of Common Stock on
the New York Stock Exchange for the ten trading days  immediately
prior to the date of such  Eligible Director's first election  or
appointment to the  Board, and then  rounding the  result to  the
nearest 100 shares.

     5.2  Transitional   Grants    to   Existing    Directors.  A
Restricted Stock Award will be granted, on a one-time basis as of
the date the Plan is approved  by the Company's stockholders,  to
each Eligible Director as of such date who has not yet  completed
48 calendar  quarters  of  service  on  the  Board  and  who  has
consented to the termination of the Directors' Retirement Plan.
The number  of  Restricted Shares  to  be awarded  to  each  such
Eligible Director pursuant to  such Restricted Stock Award  shall
be determined by multiplying the number of Restricted Shares that
would be awarded pursuant  to Section 5.1 to  a new director  who
was first elected to the Board on May 8, 1996 by a fraction,  the
denominator of which  is 48  and the  numerator of  which is  the
number of whole and partial calendar  quarters from July 1,  1996
through the  earlier  of  (i) the  twelfth  anniversary  of  such
director's initial election or appointment to the Board, or  (ii)
the  date  of   the  first  annual   meeting  of  the   Company's
stockholders occurring after the director reaches the age of 70.

     5.3  Restrictions.  Restricted Shares issued to an  Eligible
Director may not be sold,  assigned or otherwise transferred,  or
subjected to any  lien, either voluntarily  or involuntarily,  by
operation of law or  otherwise, until such time  and only to  the
extent that such restrictions  on transferability have lapsed  as
provided in this Section  5.3 or in Section  8.  For purposes  of
this Plan, the  lapsing of such  transferability restrictions  is
referred to  as  "vesting," and  Restricted  Shares that  are  no
longer subject to such transferability restrictions are  referred
to as  "vested."   Except as  provided in  Section 8,  Restricted
Shares will  vest during  the period  of an  Eligible  Director's
service on the Board as follows:

          (a)   With respect  to a  Restricted Stock  Award  made
pursuant to Section 5.1,  20% of the  total number of  Restricted
Shares subject to such Award will vest on each of the first  five
anniversary dates of  the date  such Restricted  Stock Award  was
first granted.

          (b)   With respect  to a  Restricted Stock  Award  made
pursuant to  Section  5.2, a  fraction  of the  total  number  of
Restricted Shares  subject  to  such  Award  will  vest  on  each
anniversary date  of the  date such  Restricted Stock  Award  was
first granted, the  numerator of such  fraction being  4 and  the
denominator being  the  number  of  whole  and  partial  calendar
quarters from  July  1, 1996  through  the earliest  of  (i)  the
twelfth  anniversary  of  such  director's  initial  election  or
appointment to  the Board,  (ii) the  date  of the  first  annual
meeting  of  the  Company's  stockholders  occurring  after   the
director reaches the age of 70, or (iii) June 30, 2001.

     5.4  Dividends  and  Distributions.  Unless  the   Committee
determines otherwise  in  its  sole  discretion  (either  in  the
agreement evidencing the  Restricted Stock Award  at the time  of
grant or at  any time  after the  grant of  the Restricted  Stock
Award),  any  dividends   or  distributions  (including   regular
quarterly cash dividends) paid with respect to Restricted  Shares
will be currently paid to the  Eligible Director and will not  be
subject to  the same  restrictions as  the Restricted  Shares  to
which such dividends or distributions relate.   In the event  the
Committee determines not to  pay such dividends or  distributions
currently, the Committee  will determine in  its sole  discretion
whether  any  interest  will  be   paid  on  such  dividends   or
distributions.

     5.5  Rights as a  Stockholder.  Except as  provided in  this
Section 5 and in Section  8, an Eligible  Director will have  all
voting, dividend  and other  rights  with respect  to  Restricted
Shares issued to the Eligible Director upon the Eligible Director
becoming the holder  of record of  such Restricted  Shares as  if
such Eligible  Director were  a holder  of  record of  shares  of
unrestricted Common Stock.

     5.6  Enforcement   of    Restrictions.  To    enforce    the
restrictions referred to  in this Section  5, the Committee  will
place a  legend  on  the stock  certificates  referring  to  such
restrictions and  will  require  Eligible  Directors,  until  the
Restricted Shares vest, to keep the stock certificates,  together
with duly endorsed stock powers, in the custody of the Company or
its transfer agent  or to maintain  evidence of stock  ownership,


                                3




together with  duly  endorsed  stock powers  if  required,  in  a
certificateless  book-entry  stock  account  with  the  Company's
transfer agent for its Common Stock.

6.   Options.

     6.1  Grant.  Each Eligible Director  will be  granted on  an
annual basis, at such time as the Eligible Director is elected or
re-elected to the Board  by the stockholders  of the Company,  an
Option.  Such Option will be  granted only upon such election  or
re-election of  the  Eligible Director,  and  no Option  will  be
granted if the Eligible Director is not so elected or re-elected.

     6.2  Exercise Price.  The per share price  to be paid by  an
Eligible Director upon exercise of an Option will be 100% of  the
Fair Market Value  of one share  of Common Stock  on the date  of
grant.  The total  purchase price of the  shares to be  purchased
upon exercise  of  an  Option  will  be  paid  entirely  in  cash
(including check, bank draft or money order), or such payment may
be made, in  whole or  in part, by  tender of  a Broker  Exercise
Notice.

     6.3  Exercisability and Duration.  Other than as provided in
Section 8 of  the Plan, each  Option will  become exercisable  in
full six months following its date  of grant and will expire  and
will no longer be exercisable 10 years from its date of grant.

     6.4  Manner of Exercise.  An Option  may be exercised by  an
Eligible Director in whole or in part from time to time,  subject
to the  conditions contained  in the  Plan and  in the  agreement
evidencing such Option,  by delivery in  person, by facsimile  or
electronic transmission or through the mail of written notice  of
exercise to the  Company, Attention: Corporate  Treasury, at  its
principal executive  office  in  Bloomington,  Minnesota  and  by
paying in full the total exercise price for the shares of  Common
Stock to be purchased in accordance with Section 6.2 of the Plan.

     6.5  Rights as a  Stockholder.  As a holder  of Options,  an
Eligible Director will have no rights as a stockholder unless and
until such Options are exercised for  shares of Common Stock  and
the Eligible  Director  becomes  the holder  of  record  of  such
shares.    No   adjustment  will   be  made   for  dividends   or
distributions with  respect to  Options as  to which  there is  a
record date preceding the date the Eligible Director becomes  the
holder of record of such shares.

7.   Share Awards.

     Share Awards pursuant to the Plan will take the form of
either Retirement Plan Share Awards pursuant to Section 7.1
hereof, or Retainer Share Awards pursuant to Section 7.2 hereof.

     7.1  In Lieu of Directors' Retirement Plan Benefits.   A
Retirement Plan Share  Award will be  granted, on a  one-time
basis as of the  date the Plan is  approved by the  Company's
stockholders, to each Eligible Director  as of such date  who
has consented to the termination of the Directors' Retirement
Plan and agreed  to relinquish  his or  her accrued  benefits
thereunder.   The number  of shares  of  Common Stock  to  be
awarded to each  such Eligible  Director pursuant  to such  a
Retirement Plan Share Award  shall be determined by  dividing
the present  value,  using  an  8%  discount  rate,  of  such
Eligible Director's accrued benefits  (without regard to  the
satisfaction of the length of service eligibility requirement
in Article III of the  Directors' Retirement Plan) under  the
Directors' Retirement  Plan  (assuming commencement  of  such
benefits  immediately  upon  termination  of  the  Directors'
Retirement Plan) by the average closing  price of a share  of
Common Stock  on the  New York  Stock  Exchange for  the  ten
trading days immediately prior to May 8, 1996, rounded to the
nearest whole share.   Shares  subject to  a Retirement  Plan
Share Award made  pursuant to  this Section 7.1  will not  be
subject to any contractual restrictions on transferability or
to any contractual risk of forfeiture.

     7.2  As Payment of a Portion of Annual Retainer.

          (a)  A Retainer Share Award will be granted annually as
of the  first  trading  day of  each  calendar  year,  commencing
January 2, 1997, to each Eligible Director as of such date.   The
number of shares of Common Stock  to be awarded to each  Eligible
Director pursuant to a Retainer  Share Award shall be  determined


                                4




by dividing one-half of the dollar amount of the annual  retainer
(not to include any supplemental annual retainer payments payable
to chairpersons of Board committees or for other purposes) to  be
paid to each  Eligible Director for  service as a  member of  the
Board for the calendar year during  which such award occurs  (the
"Issuance Year")  by the  average closing  price  of a  share  of
Common Stock on  the New  York Stock  Exchange for  the last  ten
trading days of the immediately preceding calendar year,  rounded
to the nearest  whole share.   The  issuance of  such a  Retainer
Share Award  shall be  in lieu  of payment  of that  half of  the
annual retainer in cash.

          (b)  Shares subject to a  Retainer Share Award may  not
be sold, assigned or otherwise  transferred, or subjected to  any
lien, either voluntarily or involuntarily, by operation of law or
otherwise, until such time as the Eligible Director's service  as
a director of the Company ceases.  In addition, a portion of  the
shares subject  to an  Eligible Director's  most recent  Retainer
Share Award shall be forfeited if the Eligible Director's service
as a  director of  the Company  ceases for  any reason  prior  to
December 31 of  the Issuance  Year.   The portion  of the  shares
subject to  a  Retainer  Share  Award  that  shall  be  forfeited
pursuant  to  this  paragraph  7.2(b)  shall  be  determined   by
multiplying the number of shares  subject to such Retainer  Share
Award by a fraction, the numerator of which is the number of days
remaining in the Issuance  Year after the  date of such  Eligible
Director's cessation of service as a director and the denominator
of which is 365, rounded down to the nearest whole share.

          (c)  Except as otherwise provided in this Section  7.2,
an Eligible Director will have all voting, dividend, distribution
and other rights  with respect to  shares subject  to a  Retainer
Share Award upon  the Eligible  Director becoming  the holder  of
record of such shares as if such Eligible Director were a  holder
of record of shares of unrestricted Common Stock.

          (d)  To  enforce the restrictions  referred to in  this
Section 7.2,  ownership of  shares subject  to a  Retainer  Share
Award will  be evidenced  in a  certificateless book-entry  stock
account in the name of each Eligible Director with the  Company's
transfer agent  for its  Common Stock.    A certificate  for  the
number of  shares  in such  a  book-entry account  that  are  not
subject to forfeiture pursuant to paragraph 7.2(b) hereof will be
issued to the applicable  Eligible Director when such  director's
term of service  on the Company's  Board ceases.   [Section 7  as
amended effective December 31, 1996.]

8.   Effect of Termination of Service as Director.

     8.1  Termination Due to Death or Disability.  If an Eligible
Director's service as a director of the Company is terminated  by
reason of death or Disability, all outstanding Options then  held
by the Eligible Director  will become immediately exercisable  in
full and  will  remain exercisable  for  the remainder  of  their
terms, and  all  Restricted Shares  then  held by  such  Eligible
Director shall immediately and fully vest.

     8.2  Voluntary   Termination.  If   an   Eligible   Director
voluntarily resigns from  the Board (which  does not include  the
submission of an offer not to stand for re-election as a director
in accordance with Company policies), the Eligible Director shall
forfeit all  Restricted Shares  not yet  vested, and  outstanding
Options  then  held   by  the  Eligible   Director  will   remain
exercisable for a period of  three months after such  termination
(but in no event  after the expiration date  of any such  Option)
only to the extent they were exercisable as of such termination.

     8.3  Termination  for  Other  Reasons.     If  an   Eligible
Director's service as  a director of  the Company terminates  for
any reason other than  those specified in  Sections 8.1 and  8.2,
the portion of  such Eligible Director's  Restricted Shares  that
were scheduled to  vest on the  next vesting  date following  the
date  of  such  termination  shall  immediately  vest,  but   all
remaining unvested  Restricted  Shares shall  be  forfeited,  and
outstanding Options  then  held  by the  Eligible  Director  will
remain exercisable until the expiration date of each such  Option
only to  the extent  such Options  were  exercisable as  of  such
termination.

     8.4  Date of  Termination  of Service  as  a Director.    An
Eligible Director's service  as a director  of the Company  will,
for purposes of  the Plan, be  deemed to have  terminated on  the
date recorded on the personnel or  other records of the  Company,
as determined by the Committee based upon such records.


                                5





9.   Rights of Eligible Directors; Transferability of Interests.

     9.1  Service  as  a  Director.  Nothing  in  the  Plan  will
interfere with or limit in any way the right of the Board or  the
stockholders of the  Company to terminate  an Eligible  Director,
and neither the Plan, nor the granting of an Award nor any  other
action taken pursuant to the Plan, will constitute or be evidence
of any agreement or understanding,  express or implied, that  the
Board or the stockholders of the Company will retain an  Eligible
Director for any  period of  time or  at any  particular rate  of
compensation.

     9.2  Restrictions on Transfer of Interests.  Except pursuant
to testamentary will or the laws  of descent and distribution  or
as otherwise  expressly  permitted  by  the  Plan,  no  right  or
interest of  any  Eligible Director  in  an Award  prior  to  the
exercise of Options or the vesting  of Restricted Shares will  be
assignable or transferable, or subjected to any lien, during  the
lifetime  of  the  Eligible   Director,  either  voluntarily   or
involuntarily, by operation  of law  or otherwise.   An  Eligible
Director will, however, be entitled to designate a beneficiary to
receive an Award upon such Eligible Director's death, and in  the
event of an Eligible Director's death, payment of any amounts due
under the Plan will be made  to, and exercise of any Options  (to
the extent permitted pursuant  to Section 6 of  the Plan) may  be
made by, the Eligible Director's legal representatives, heirs and
legatees.

     9.3  Non-Exclusivity of the Plan.  Nothing contained in  the
Plan is  intended  to create  any  limitations on  the  power  or
authority  of  the  Board  to  adopt  such  additional  or  other
compensation arrangements for non-employee directors as the Board
may deem necessary or desirable.

10.  Securities Law and Other Restrictions.

     Notwithstanding any  other  provision  of the  Plan  or  any
agreements entered into  pursuant to the  Plan, the Company  will
not be required to  issue any shares of  Common Stock under  this
Plan, and an Eligible Director may not sell, assign, transfer  or
otherwise dispose of  shares of Common  Stock issued pursuant  to
Awards granted under the Plan, unless (a) there is in effect with
respect  to  such  shares  a  registration  statement  under  the
Securities Act and  any applicable  state securities  laws or  an
exemption from  such registration  under the  Securities Act  and
applicable state securities laws, and (b) there has been obtained
any other consent, approval or  permit from any other  regulatory
body which the Committee, in its sole discretion, deems necessary
or advisable.  The Company may  condition such issuance, sale  or
transfer upon the  receipt of any  representations or  agreements
from the parties involved,  and the placement  of any legends  on
certificates representing  shares  of  Common Stock,  as  may  be
deemed necessary or advisable by the  Company in order to  comply
with such securities law or other restrictions.

11.  Plan Amendment, Modification and Termination.

     The Board may suspend or terminate  the Plan or any  portion
thereof at any time, and may amend the Plan from time to time  in
such respects  as the  Board may  deem  advisable in  order  that
Awards under the Plan  will conform to  any change in  applicable
laws or regulations or in any other respect the Board may deem to
be in the best interests of the Company; provided, however,  that
(a) no amendments to the Plan will be effective without  approval
of the stockholders of the Company if stockholder approval of the
amendment is  then  required  pursuant to  Rule 16b-3  under  the
Exchange Act or  the rules of  the New York  Stock Exchange,  and
(b) to the extent prohibited by  Rule 16b-3 of the Exchange  Act,
the Plan may not be amended more than once every six months.   No
termination, suspension or  amendment of the  Plan may  adversely
affect any outstanding Award without the consent of the  affected
Eligible Director; provided, however, that this sentence will not
impair the  right of  the Committee  to take  whatever action  it
deems appropriate under Section 4.3 of the Plan.

12.  Effective Date and Duration of the Plan.

     The Plan will be effective as of May 8, 1996, the date it is
to be  approved by  the Company's  stockholders.   The Plan  will
terminate at  midnight on  May 31,  2001, and  may be  terminated
prior thereto by Board action, and no Award will be granted after
such termination. Awards outstanding upon termination of the Plan
may continue to be exercised or to vest in accordance with  their
terms.


                                6




13.  Miscellaneous.

     13.1 Governing     Law.  The     validity,     construction,
interpretation, administration  and effect  of the  Plan and  any
rules, regulations  and  actions relating  to  the Plan  will  be
governed by and construed exclusively in accordance with the laws
of the State of Minnesota.

     13.2 Successors and Assigns.  The Plan will be binding  upon
and inure to the benefit of the successors and permitted  assigns
of the Company and the Eligible Directors.















                                    7

EX-10.09

 


                                                    EHHIBIT 10.09
                      CERIDIAN CORPORATION
                  1993 LONG-TERM INCENTIVE PLAN
            (Amended and Restated as of May 10, 1995)
              (As amended through January 30, 1997)

1.   Purpose of Plan.

     The purpose of the Ceridian Corporation 1993 Long-Term
Incentive Plan (as amended and restated as of May 10, 1995)
(the "Plan") is to advance the interests of Ceridian
Corporation (the "Company") and its stockholders by enabling
the Company and its Subsidiaries to attract and retain
persons of ability to perform services for the Company and
its Subsidiaries by providing an incentive to such
individuals through equity participation in the Company and
by rewarding such individuals who contribute to the
achievement by the Company of its economic objectives.

2.   Definitions.

     The following terms will have the meanings set forth
below, unless the context clearly otherwise requires:

     2.1  "Board" means the Board of Directors of the Company.

     2.2  "Broker Exercise Notice" means a written notice
pursuant to which a Participant, upon exercise of an Option,
irrevocably instructs a broker or dealer to sell a sufficient
number of shares or loan a sufficient amount of money to pay
all or a portion of the exercise price of the Option and/or
any related withholding tax obligations and remit such sums
to the Company and directs the Company to deliver stock
certificates to be issued upon such exercise directly to such
broker or dealer.

     2.3  "Change of Control" means an event described in
Section 12.1 of the Plan.

     2.4  "Code" means the Internal Revenue Code of 1986, as
amended.

     2.5  "Committee" means the group of individuals
administering the Plan, as provided in Section 3 of the Plan.

     2.6  "Common Stock" means the common stock of the
Company, par value $0.50 per share, or the number and kind of
shares of stock or other securities into which such Common
Stock may be changed in accordance with Section 4.3 of the
Plan.

     2.7  "Disability" means the disability of the
Participant such as would entitle the Participant to receive
disability income benefits pursuant to the long-term
disability plan of the Company or Subsidiary then covering
the Participant or, if no such plan exists or is applicable
to the Participant, the permanent and total disability of the
Participant within the meaning of Section 22(e)(3) of the
Code.

     2.8  "Eligible Recipients" means all employees
(including, without limitation, officers and directors who
are also employees) of the Company or any Subsidiary.

     2.9  "Exchange Act" means the Securities Exchange Act of
1934, as amended.






     2.10 "Fair Market Value" means, with respect to the
Common Stock as of any date, the closing market price per
share of the Common Stock as reported on the New York Stock
Exchange Composite Tape on that date (or, if no shares were
traded or quoted on such date, as of the next preceding date
on which there was such a trade or quote).  [As amended
1/30/97.]

     2.11 "Incentive Award" means an Option, Stock
Appreciation Right, Restricted Stock Award or Performance
Unit granted to an Eligible Recipient pursuant to the Plan.

     2.12 "Incentive Stock Option" means a right to purchase
Common Stock granted to an Eligible Recipient pursuant to
Section 6 of the Plan that qualifies as an "incentive stock
option" within the meaning of Section 422 of the Code.

     2.13 "Newly Hired Employee" means a person who has been
an Eligible Recipient for 90 days or less.

     2.14 "Non-Statutory Stock Option" means a right to
purchase Common Stock granted to an Eligible Recipient
pursuant to Section 6 of the Plan that does not qualify as an
Incentive Stock Option.

     2.15 "Option" means an Incentive Stock Option or a Non-
Statutory Stock Option.

     2.16 "Participant" means an Eligible Recipient who
receives one or more Incentive Awards under the Plan.

     2.17 "Performance Goal" means the absolute or relative
measure of one or more of the following alternatives as
specified by the Committee in writing for any Performance
Period, the achievement of which is a condition precedent to
the vesting of a Performance Restricted Stock Award
hereunder: Total Return to Stockholders; fully diluted
earnings per share for the Company; or earnings before
interest and taxes, return on equity or invested capital, or
revenue growth for the Company or a specified Subsidiary or
division of the Company.  Any such Performance Goal shall be
established by the Committee on or before the latest date
permissible to enable the Performance Restricted Stock Award
to qualify as "performance-based compensation" under
Section 162(m).  For purposes of this definition, any
relative measure of Total Return to Stockholders shall
utilize the Company's Performance Ranking Position, and other
financial terms shall have the same meanings as used in the
Company's financial statements.

     2.18 "Performance Period" means the period of time
during which Performance Goals are measured to determine the
vesting of Performance Restricted Stock Awards.

     2.19 "Performance Ranking Position" means the relative
placement of the Company's Total Return to Stockholders as
measured against (i) the Total Return to Stockholders of
other companies in a nationally recognized index such as the
S&P 500, or in a peer group of companies selected by the
Committee prior to the commencement of a Performance Period,
or (ii) the performance of such nationally recognized index
itself.

     2.20 "Performance Restricted Stock Award" means a
Restricted Stock Award the vesting of which is conditioned
upon the satisfaction of one or more Performance Goals.

     2.21 "Performance Unit" means a right granted to an
Eligible Recipient pursuant to Section 9 of the Plan to
receive a payment from the Company, in the form of stock,
cash or a combination of both, upon the achievement of
established performance criteria.


                               2




     2.22 "Previously Acquired Shares" means shares of Common
Stock that are already owned by the Participant.

     2.23 "Restricted Stock Award" means an award of Common
Stock granted to an Eligible Recipient pursuant to Section  8
of the Plan that is subject to the restrictions on
transferability and the risk of forfeiture imposed by the
provisions of such Section 8.

     2.24 "Retirement" means the termination (other than for
"cause" as defined in Section 10.3(b) of the Plan or by
reason of death or Disability) of a Participant's employment
or other service on or after the date on which the
Participant has attained the age of 55 and has completed
10 years of continuous service to the Company or any
Subsidiary (such period of service to be determined in
accordance with the retirement/pension plan or practice of
the Company or Subsidiary then covering the Participant,
provided that if the Participant is not covered by any such
plan or practice, the Participant will be deemed to be
covered by the Company's plan or practice for purposes of
this determination).  [As amended 1/30/97.]

     2.25 "Section 162(m)" means Section 162(m) of the Code.

     2.26 "Securities Act" means the Securities Act of 1933, as
amended.

     2.27 "Stock Appreciation Right" means a right granted to
an Eligible Recipient pursuant to Section 7 of the Plan to
receive a payment from the Company, in the form of stock,
cash or a combination of both, equal to the difference
between the Fair Market Value of one or more shares of Common
Stock and the exercise price of such shares under the terms
of such Stock Appreciation Right.

     2.28 "Subsidiary" means any entity that is directly or
indirectly controlled by the Company or any entity in which
the Company has a significant equity interest, as determined
by the Committee.

     2.29 "Tax Date" means the date any withholding tax
obligation arises under the Code for a Participant with
respect to an Incentive Award.

     2.30 "Total Return to Stockholders" with respect to a
company means the total return to a holder of the common
stock of that company during a Performance Period as a result
of his or her ownership of that stock during such Performance
Period, such total return to include both the appreciation
(or depreciation) in the per share price of such common stock
during such Performance Period, and the per share fair market
value of all dividends and distributions paid or distributed
by such company with respect to such common stock during such
Performance Period, assuming that all such dividends and
distributions are reinvested in shares of such common stock
at their fair market value on the last trading day of the
month in which the dividend or distribution is paid or
distributed.

3.   Plan Administration.

     3.1  The Committee.  So long as the Company has a class
of its equity securities registered under Section  12 of the
Exchange Act, the Plan will be administered by a committee
(the "Committee") consisting solely of not less than two
members of the Board who are "Non-Employee Directors" within
the meaning of Rule 16b-3 under the Exchange Act.  To the
extent consistent with corporate law, the Committee may
delegate to any directors or officers of the Company the
duties, power and authority of the Committee under the Plan
pursuant to such conditions or limitations as the Committee



                               3




may establish; provided, however, that only the Committee may
exercise such duties, power and authority with respect to
Eligible Recipients who are subject to Section 16 of the
Exchange Act.  Each determination, interpretation or other
action made or taken by the Committee pursuant to the
provisions of the Plan will be conclusive and binding for all
purposes and on all persons, and no member of the Committee
will be liable for any action or determination made in good
faith with respect to the Plan or any Incentive Award granted
under the Plan.  [As amended 1/30/97.]

     3.2  Authority of the Committee.

          (a) In accordance with and subject to the
provisions of the Plan, the Committee will have the
authority to determine all provisions of Incentive Awards as
the Committee may deem necessary or desirable and as
consistent with the terms of the Plan, including, without
limitation, the following: (i) the Eligible Recipients to be
selected as Participants; (ii) the nature and extent of the
Incentive Awards to be made to each Participant (including
the number of shares of Common Stock to be subject to each
Incentive Award, any exercise price, the manner in which
Incentive Awards will vest or become exercisable and whether
Incentive Awards will be granted in tandem with other
Incentive Awards) and the form of written agreement, if any,
evidencing such Incentive Award; (iii) the time or times
when Incentive Awards will be granted; (iv) the duration of
each Incentive Award; and (v) the restrictions and other
conditions to which the payment or vesting of Incentive
Awards may be subject. In addition, the Committee will have
the authority under the Plan in its sole discretion to pay
the economic value of any Incentive Award in the form of
cash, Common Stock or any combination of both.

          (b) Except as otherwise provided in the remainder
of this Paragraph 3.2(b), the Committee will have the
authority under the Plan to amend or modify the terms and
conditions of any outstanding Incentive Award in any manner,
so long as the amended or modified terms are permitted by the
Plan as then in effect (including the requirement under
Section 6.2 that an Option exercise price will never be less
than 100% of the Fair Market Value of the Common Stock on the
date of grant), and any Participant adversely affected by
such amended or modified terms has consented to such
amendment or modification.   No amendment or modification to
an Incentive Award, however, whether pursuant to this Section
3.2 or any other provisions of the Plan, will be deemed to be
a regrant of such Incentive Award for purposes of this Plan.
The Committee shall not have the authority under the Plan to
accelerate the exercisability or vesting of, or otherwise
terminate or relax any restrictions relating to, any
Incentive Award except in the case of death, Disability or
Retirement of a Participant, or except to the extent that the
exercise of such discretion by the Committee does not affect
Incentive Awards involving, in the aggregate over the life of
the Plan, more than 3% of the total number of shares of
Common Stock authorized for issuance under the Plan.  The
Committee shall not have the authority under the Plan to
authorize the grant of replacement Option or Stock
Appreciation Right awards in substitution for pre-existing
Incentive Awards of those types that have been or are to be
surrendered and canceled at any time when the Fair Market
Value of the Common Stock is less than the exercise price
applicable to such surrendered and canceled Incentive Awards.
[As amended through July 26, 1995]

          (c) In the event of (i) any reorganization,
merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of
shares, rights offering, extraordinary dividend or
divestiture (including a spin-off) or any other change in
corporate structure or shares, (ii) any purchase,
acquisition, sale or disposition of a significant amount of
assets or a significant business, (iii) any change in
accounting principles or practices, or (iv) any other similar
change, in each case with respect to the Company (or any
Subsidiary or division thereof) or any other entity whose


                               4




performance is relevant to the grant or vesting of an
Incentive Award, the Committee (or, if the Company is not the
surviving corporation in any such transaction, the board of
directors of the surviving corporation) may, without the
consent of any affected Participant, amend or modify the
grant or vesting criteria of any outstanding Incentive Award
that is based in whole or in part on the financial
performance of the Company (or any Subsidiary or division
thereof) or such other entity so as equitably to reflect such
event, with the desired result that the criteria for
evaluating such financial performance of the Company or such
other entity will be substantially the same (in the sole
discretion of the Committee or the board of directors of the
surviving corporation) following such event as prior to such
event; provided, however, that the amended or modified terms
are permitted by the Plan as then in effect.

4.   Shares Available for Issuance.

     4.1  Maximum Number of Shares Available.  Subject to
adjustment as provided in Section 4.3 of the Plan, the
maximum number of shares of Common Stock that will be
available for issuance under the Plan will be
6,000,000 shares.  The shares available for issuance under
the Plan may, at the election of the Committee, be either
treasury shares or shares authorized but unissued, and, if
treasury shares are used, all references in the Plan to the
issuance of shares will, for corporate law purposes, be
deemed to mean the transfer of shares from treasury.

     4.2  Limitation on Individual Awards in Any Taxable
Year.  The maximum number of shares of Common Stock that may
be the subject of Incentive Awards made to any Eligible
Recipient in any one taxable year of the Company shall not
exceed 250,000 shares (the "Maximum Annual Grant").

     4.3  Accounting for Incentive Awards.  Shares of Common
Stock that are issued under the Plan or that are subject to
outstanding Incentive Awards will be applied to reduce the
maximum number of shares of Common Stock remaining available
for issuance under the Plan.  Any shares of Common Stock that
are subject to an Incentive Award that lapses, expires, is
forfeited or for any reason is terminated unexercised or
unvested and any shares of Common Stock that are subject to
an Incentive Award that is settled or paid in cash or any
form other than shares of Common Stock will automatically
again become available for issuance under the Plan.

     4.4  Adjustments to Shares and Incentive Awards.  In the
event of any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock
dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a
spin-off) or any other change in the corporate structure or
shares of the Company, the Committee (or, if the Company is
not the surviving corporation in any such transaction, the
board of directors of the surviving corporation) will make
appropriate adjustments (which determination will be
conclusive) as to (i) the number and kind of securities
available for issuance under the Plan, (ii) the Maximum
Annual Grant, and (iii) in order to prevent dilution or
enlargement of the rights of Participants, the number, kind
and, where applicable, exercise price of securities subject
to outstanding Incentive Awards.

5.   Participation.

     Participants in the Plan will be those Eligible
Recipients who, in the judgment of the Committee, have
contributed, are contributing or are expected to contribute
to the achievement of economic objectives of the Company or
its Subsidiaries.  Eligible Recipients may be granted from
time to time one or more Incentive Awards, singly or in
combination or in tandem with other Incentive Awards, as may
be determined by the Committee in its sole discretion.
Incentive Awards will be deemed to be granted as of the date


                               5




specified in the grant resolution of the Committee, which
date will be the date of any related agreement with the
Participant.

6.   Options.

     6.1  Grant. An Eligible Recipient may be granted one or
more Options under the Plan, and such Options will be subject
to such terms and conditions, consistent with the other
provisions of the Plan, as may be determined by the Committee
in its sole discretion and reflected in the award agreement
evidencing such Option.  The Committee may designate whether
an Option is to be considered an Incentive Stock Option or a
Non-Statutory Stock Option.  [As amended 1/30/97.]

     6.2  Exercise Price.  The per share price to be paid by
a Participant upon exercise of an Option will be determined
by the Committee in its discretion at the time of the Option
grant but will not be less than 100% of the Fair Market Value
of one share of Common Stock on the date of grant.  Unless
otherwise determined by the Committee, the per share exercise
price of Options granted under the Plan will be equal to 100%
of the Fair Market Value of one share of Common Stock on the
date of grant.

     6.3  Exercisability and Duration.  An Option will become
exercisable at such times and in such installments as may be
determined by the Committee in its sole discretion at the
time of grant; provided, however, that no Option may be
exercisable prior to six months (other than Options described
in Section 6.6 of the Plan or as provided in Sections 10 or
12 of the Plan) or after 10 years from its date of grant.
Unless the Committee determines otherwise, an Option granted
under the Plan will be exercisable for 10 years from its date
of grant and will become exercisable on a cumulative basis
with respect to one-third of the shares subject to such
Option on each January 1 occurring at least six months after
its date of grant.

     6.4  Payment of Exercise Price.  The total purchase
price of the shares to be purchased upon exercise of an
Option will be paid entirely in cash (including check, bank
draft or money order); provided, however, that the Committee,
in its sole discretion and upon terms and conditions
established by the Committee, may allow such payments to be
made, in whole or in part, by tender of a Broker Exercise
Notice, Previously Acquired Shares or a combination of such
methods.

     6.5  Manner of Exercise.  An Option may be exercised by
a Participant in whole or in part from time to time, subject
to the conditions contained in the Plan and in the agreement
evidencing such Option, by delivery in person, by facsimile
or electronic transmission or through the mail of written
notice of exercise to the Company,  Attention: Corporate
Treasury, at its principal executive office in Minneapolis,
Minnesota and by paying in full the total exercise price for
the shares of Common Stock to be purchased in accordance with
Section 6.4 of the Plan.

     6.6  Options or Stock in Lieu of Bonus.  Without
limiting in any way the authority of the Committee to
establish the terms and conditions of Options or other
Incentive Awards, the Committee may allow Eligible Recipients
to elect to receive some or all of their annual cash bonus in
the form of Non-Statutory Stock Options or shares of Common
Stock rather than cash.  The Committee will have the sole
authority to determine whether to allow such an election and
to establish the terms and conditions to such an election,
which terms and conditions will be set forth in the agreement
evidencing such Options or Incentive Awards.


                               6




7.   Stock Appreciation Rights.

     7.1  Grant.  An Eligible Recipient may be granted one or
more Stock Appreciation Rights under the Plan, and such Stock
Appreciation Rights will be subject to such terms and
conditions, consistent with the other provisions of the Plan,
as may be determined by the Committee in its sole discretion.

     7.2  Exercise Price.  The exercise price of a Stock
Appreciation Right will be determined by the Committee, in
its discretion, at the date of grant but will not be less
than 100% of the Fair Market Value of one share of Common
Stock on the date of grant.

     7.3  Exercisability and Duration.  A Stock Appreciation
Right will become exercisable at such times and in such
installments as may be determined by the Committee in its
sole discretion at the time of grant; provided, however, that
no Stock Appreciation Right may be exercisable prior to six
months (other than as provided in Section 10 of the Plan) or
after 10 years from its date of grant.  Unless the Committee
determines otherwise, a Stock Appreciation Right granted
under the Plan will be exercisable for 10 years from its date
of grant and will become exercisable on a cumulative basis
with respect to one-third of the shares subject to such Stock
Appreciation Right on each January 1 occurring at least six
months after its date of grant.  A Stock Appreciation Right
will be exercised by giving notice in the same manner as for
Options, as set forth in Section 6.5 of the Plan.

8.   Restricted Stock Awards.

     8.1  Grant.  An Eligible Recipient may be granted one or
more Restricted Stock Awards under the Plan, and such
Restricted Stock Awards will be subject to such terms and
conditions, consistent with the provisions of the Plan, as
may be determined by the Committee in its sole discretion and
reflected in the award agreement evidencing such Restricted
Stock Award.  The Committee may impose such restrictions or
conditions, not inconsistent with the provisions of the Plan,
to the vesting of such Restricted Stock Awards as it deems
appropriate, including, without limitation, that the
Participant remain in the continuous employ or service of the
Company or a Subsidiary for a certain period, that the
Participant or the Company (or any Subsidiary or division
thereof) satisfy certain performance criteria; provided,
however, that any Restricted Stock Award made on or after
May 10, 1995 to an Eligible Recipient other than a Newly
Hired Employee must be a Performance Restricted Stock Award.
Other than as provided in Sections 10 or 12 of the Plan, (i)
no Restricted Stock Award may vest prior to six months from
its date of grant, and (ii) any Restricted Stock Award that
is not a Performance Restricted Stock Award may vest only
over a period of at least three years from the date such
Award was granted, the rate at which the shares subject to
such Award may vest during such period shall not be more
favorable to the Participant than vesting in equal annual
installments, and the Participant must remain in the
continuous employ or service of the Company or a Subsidiary
during such period.  [As amended through 1/30/97.]

     8.2  Rights as a Stockholder; Transferability.  Except
as provided in Sections 8.1, 8.3 and 13.3 of the Plan, a
Participant will have all voting, dividend, liquidation and
other rights with respect to shares of Common Stock issued to
the Participant as a Restricted Stock Award under this
Section  8 upon the Participant becoming the holder of record
of such shares as if such Participant were a holder of record
of shares of unrestricted Common Stock.

     8.3  Dividends and Distributions.  Unless the Committee
determines otherwise in its sole discretion (either in the
agreement evidencing the Restricted Stock Award at the time
of grant or at any time after the grant of the Restricted
Stock Award), any dividends or distributions (including


                               7




regular quarterly cash dividends) paid with respect to shares
of Common Stock subject to the unvested portion of a
Restricted Stock Award will not be subject to the same
restrictions as the shares to which such dividends or
distributions relate and will be currently paid to the
Participant. In the event the Committee determines not to pay
such dividends or distributions currently, the Committee will
determine in its sole discretion whether any interest will be
paid on such dividends or distributions.  In addition, the
Committee, in its sole discretion, may require such dividends
and distributions to be reinvested (and in such case the
Participants consent to such reinvestment) in shares of
Common Stock that will be subject to the same restrictions as
the shares to which such dividends or distributions relate.

     8.4  Enforcement of Restrictions. To enforce the
restrictions referred to in this Section  8, the Committee
may place a legend on the stock certificates referring to
such restrictions and may require Participants, until the
restrictions have lapsed, to keep the stock certificates,
together with duly endorsed stock powers, in the custody of
the Company or its transfer agent or to maintain evidence of
stock ownership, together with duly endorsed stock powers, in
a certificateless book-entry stock account with the Company's
transfer agent for its Common Stock.

9.   Performance Units.

     An Eligible Recipient may be granted one or more
Performance Units under the Plan, and such Performance Units
will be subject to such terms and conditions, consistent with
the other provisions of the Plan, as may be determined by the
Committee in its sole discretion.  The Committee may impose
such restrictions or conditions, not inconsistent with the
provisions of the Plan, to the vesting of such Performance
Units as it deems appropriate, including, without limitation,
that the Participant remain in the continuous employ or
service of the Company or any Subsidiary for a certain period
or that the Participant or the Company (or any Subsidiary or
division thereof) satisfy certain performance criteria.  The
Committee will have the sole discretion either to determine
the form in which payment of the economic value of vested
Performance Units will be made to the Participant (i.e.,
cash, Common Stock or any combination thereof) or to consent
to or disapprove the election by the Participant of the form
of such payment.

10.  Effect of Termination of Employment or Other Service.

     10.1  Termination Due to Death or Disability.  In the
event a Participant's employment or other service with the
Company and all Subsidiaries is terminated by reason of death
or Disability:

       (a)  All outstanding Options then held by the
Participant will become immediately exercisable in full and
will remain exercisable for the remainder of their terms
unless otherwise expressly provided by the Committee in the
agreement evidencing any such Option Award;   [As amended
1/30/97.]

       (b)  All Restricted Stock Awards then held by the
Participant that have not vested as of such termination will
be terminated and forfeited; and

       (c)  All Performance Units and Stock Appreciation
Rights then held by the Participant will vest and/or continue
to vest and, with respect to Stock Appreciation Rights, will
remain exercisable in the manner determined by the Committee
and set forth in the agreement evidencing such Incentive
Awards.


                               8




     10.2  Termination Due to Retirement.  Except as
otherwise provided in Section  12 of the Plan, in the event a
Participant's employment or other service with the Company
and all Subsidiaries is terminated by reason of Retirement:

       (a)  All outstanding Options then held by the
Participant will continue to become exercisable in accordance
with their terms unless otherwise expressly provided by the
Committee in the agreement evidencing any such Option Award;
[As amended 1/30/97.]

       (b)  All Restricted Stock Awards then held by the
Participant that have not vested as of such termination will
be terminated and forfeited; and

       (c)  All Performance Units and Stock Appreciation
Rights then held by the Participant will vest and/or continue
to vest and, with respect to Stock Appreciation Rights, will
remain exercisable in the manner determined by the Committee
and set forth in the agreement evidencing such Incentive
Awards.

     10.3  Termination for Reasons Other than Death,
Disability or Retirement.

       (a)  Except as otherwise provided in Section  12 of
the Plan, in the event a Participant's employment or other
service is terminated with the Company and all Subsidiaries
for any reason other than death, Disability or Retirement, or
a Participant is in the employ or service of a Subsidiary and
the Subsidiary ceases to be a Subsidiary of the Company
(unless the Participant continues in the employ or service of
the Company or another Subsidiary), all rights of the
Participant under the Plan and any agreements evidencing an
Incentive Award will immediately terminate without notice of
any kind, no Options or Stock Appreciation Rights then held
by the Participant will thereafter be exercisable and all
Restricted Stock Awards then held by the Participant that
have not vested will be terminated and forfeited; provided,
however, that if such termination is due to any reason other
than termination by the Company or any Subsidiary for
"cause," all outstanding Options then held by such
Participant will remain exercisable to the extent exercisable
as of such termination for a period of three months after
such termination (but in no event after the expiration date
of any such Option) and all Performance Units and Stock
Appreciation Rights will vest and/or continue to vest and,
with respect to Stock Appreciation Rights, will remain
exercisable in the manner determined by the Committee and set
forth in the agreement evidencing such Incentive Awards.

       (b)  For purposes of this Section 10.3, "cause" will
be as defined in any employment or other agreement or policy
applicable to the Participant or, if no such agreement or
policy exists, will mean (i) dishonesty, fraud,
misrepresentation, embezzlement or material and deliberate
injury or attempted injury, in each case related to the
Company or any Subsidiary, (ii) any unlawful or criminal
activity of a serious nature, (iii) any willful breach of
duty, habitual neglect of duty or unreasonable job
performance, or (iv) any material breach of any employment,
service, confidentiality or noncompete agreement entered into
with the Company or any Subsidiary.

     10.4  Modification of Rights Upon Termination.
Notwithstanding the other provisions of this Section 10, upon
a Participant's termination of employment or other service
with the Company and all Subsidiaries, the Committee may, in
its sole discretion (which may be exercised before or
following such termination) but consistent with the
limitations of Paragraph 3.2(b) of the Plan, cause Options or
Stock Appreciation Rights (or any part thereof) then held by
such Participant to become exercisable and/or remain
exercisable following such termination of employment or
service and Restricted Stock Awards and Performance Units
then held by such Participant to vest and/or continue to vest


                               9




following such termination of employment or service, in each
case in the manner determined by the Committee.  [Amended as
of July 26, 1995]

     10.5  Date of Termination of Employment or Other
Service.  Unless the Committee otherwise determines in its
sole discretion, a Participant's employment or other service
will, for purposes of the Plan, be deemed to have terminated
on the date recorded on the personnel or other records of the
Company or the Subsidiary for which the Participant provides
employment or other service, as determined by the Committee
in its sole discretion based upon such records.

11.  Payment of Withholding Taxes.

     11.1  General Rules.  The Company is entitled to
(a) withhold and deduct from future wages of the Participant (or
from other amounts which may be due and owing to the Participant
from the Company or a Subsidiary), or make other arrangements for
the collection of, all legally required amounts necessary to
satisfy any and all federal, state and local withholding and
employment- related tax requirements attributable to an Incentive
Award, including, without limitation, the grant, exercise or
vesting of, or payment of dividends with respect to, an Incentive
Award or a disqualifying disposition of stock received upon
exercise of an Incentive Stock Option, or (b) require the
Participant promptly to remit the amount of such withholding to
the Company before taking any action with respect to an Incentive
Award.

     11.2  Special Rules.  The Committee may, in its sole
discretion and upon terms and conditions established by the
Committee, permit or require a Participant to satisfy, in
whole or in part, any withholding or employment-related tax
obligation described in Section 11.1 of the Plan by electing
to tender Previously Acquired Shares, a Broker Exercise
Notice or a combination of such methods.

12.  Change of Control.

     12.1  Definitions.  For purposes of this Section 12, the
following definitions will be applied:

       (a)  "Benefit Plan" means any formal or informal
plan, program or other arrangement heretofore or hereafter
adopted by the Company or any Subsidairy for the direct or
indirect provision of compensation to the Participant
(including groups or classes of participants or beneficiaries
of which the Participant is a member), whether or not such
compensation is deferred, is in the form of cash or other
property or rights, or is in the form of a benefit to or for
the Participant.

       (b)  "Change of Control" means any of the following
            events:

          (i)  a merger or consolidation to which the Company
is a party if the individuals and entities who were
stockholders of the Company immediately prior to the
effective date of such merger or consolidation have
beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act) of less than 50% of the total combined voting
power for election of directors of the surviving corporation
immediately following the effective date of such merger or
consolidation;

          (ii)  the direct or indirect beneficial ownership
(as defined in Rule 13d-3 under the Exchange Act) in the
aggregate of securities of the Company representing 25% or
more of the total combined voting power of the Company's then
issued and outstanding securities by any person or entity, or
group of associated person or entities acting in concert;


                               10




          (iii)  the sale of the properties and assets of the
Company, substantially as an entirety, to any person or
entity which is not a wholly-owned subsidiary of the Company;

          (iv)  the stockholders of the Company approve any
plan or proposal for the liquidation of the Company; or

          (v)  a change in the composition of the Board at
any time during any consecutive 24 month period such that the
"Continuity Directors" cease for any reason to constitute at
least a 70% majority of the Board.  For purposes of this
clause, "Continuity Directors" means those members of the
Board who either (1) were directors at the beginning of such
consecutive 24 month period, or (2) were elected by, or on
the nomination or recommendation of, at least a two-thirds
majority of the then-existing Board of Directors.

       (c)  "Change of Control Compensation" means any
payment or benefit (including any transfer of property) in
the nature of compensation, to or for the benefit of a
Participant under this Plan or any Other Agreement or Benefit
Plan, which is considered to be contingent on a Change of
Control for purposes of Section 280G of the Code.

       (d)  "Change of Control Termination" means, with
respect to a Participant, any of the following events
occurring within two years after a Change of Control:

          (i)  Termination of the Participant's employment with
the Company and all of its Subsidiaries for any reason other than
(A) fraud, (B) theft or embezzlement of Company or Subsidiary
assets, (C) intentional violations of law involving moral
turpitude, or (D) the substantial and continuing failure by the
Participant to satisfactorily perform his or her duties as
reasonably assigned to the Participant for a period of 60 days
after a written demand for such satisfactory performance which
specifically identifies the manner in which it is alleged the
Participant has not satisfactorily performed such duties; or

          (ii)  Termination of employment with the Company
and all of its Subsidiaries by the Participant for Good
Reason.

A Change of Control Termination shall not include a
termination of employment by reason of death or Disability.

       (e)  "Good Reason" means a good faith determination
by the Participant, in the Participant's sole and absolute
judgment, that any one or more of the following events has
occurred, without the Participant's express written consent,
after a Change of Control:

          (i)  A change in the Participant's reporting
responsibilities, titles or offices as in effect immediately
prior to the Change of Control, or any removal of the
Participant from, or any failure to re-elect the Participant
to, any of such positions, which has the effect of
diminishing the Participant's responsibility or authority; or

          (ii)  A reduction by the Company or its
Subsidiaries in the Participant's base salary as in effect
immediately prior to the Change of Control or as the same may
be increased from time to time thereafter; or

          (iii)  The Company or its Subsidiaries requiring
the Participant to be based anywhere other than within
twenty-five miles of the Participant's job location at the
time of the Change of Control; or


                               11




          (iv)  Without replacement by plans, programs, or
arrangements which, taken as a whole, provide benefits to the
Participant at least reasonably comparable to those
discontinued or adversely affected, (A) the failure by the
Company or its Subsidiaries to continue in effect, within its
maximum stated term, any pension, bonus, incentive, stock
ownership, purchase, option, life insurance, health,
accident, disability, or any other employee compensation or
benefit plan, program or arrangement, in which the
Participant is participating immediately prior to a Change of
Control; or (B) the taking of any action by the Company or
its Subsidiaries that would materially adversely affect the
Participant's participation or materially reduce the
Participant's benefits under any of such plans, programs or
arrangements; or

          (v)  The failure by the Company or its Subsidiaries
to provide office space, furniture, and secretarial support
at least comparable to that provided to the Participant
immediately prior to the Change of Control, or the taking of
any similar action by the Company or its Subsidiaries that
would materially adversely affect the working conditions in
or under which the Participant  performs his or her
employment duties; or

          (vi)  If the Participant's primary employment
duties are with a Subsidiary of the Company, the sale,
merger, contribution, transfer or any other transaction as a
result of which the Company no longer directly or indirectly
controls or has a significant equity interest in such
Subsidiary; or

          (vii)  Any material breach by the Company or one of
its Subsidiaries of any employment agreement between the
Participant and the Company or such Subsidiary.

       (f)  "Excise Tax" means any applicable federal excise
tax imposed by Section 4999 of the Code.

       (g)  "Other Agreements" means any agreement, contract
or understanding heretofore or hereafter entered into between
a Participant and the Company or any of its Subsidiaries for
the direct or indirect provision of compensation to the
Participant.

       (h)  "Reduced Amount" means the largest amount that
could be received by a Participant as Change of Control
Compensation such that no portion of such Change of Control
Compensation would be subject to the Excise Tax.

     12.2  Acceleration of Vesting.  Subject to the
"Limitation on Change of Control Compensation" contained in
Section  12.3 of the Plan, in the event of a Change of
Control Termination with respect to a Participant, and
without further action of the Committee:

       (a)  Each Option granted to such Participant that has
been outstanding at least six months (or such shorter period
as may be specified in the applicable award agreement) will
become immediately exercisable in full and will remain
exercisable until the expiration date of such Option.  [As
amended 1/30/97.]

       (b)  Each Restricted Stock Award (including any
Performance Restricted Stock Award) granted to such
Participant that has been outstanding for at least six months
(or such shorter period as may be specified in the applicable
award agreement) will immediately become fully vested.  [As
amended 1/30/97.]

       (c)  All Performance Units and Stock Appreciation
Rights then held by such Participant will vest and/or
continue to vest and, with respect to Stock Appreciation
Rights, will remain exercisable in the manner determined by
the Committee and set forth in the agreement evidencing such
Incentive Awards.


                               12




     12.3  Limitation on Change of Control Compensation.  If
any Change of Control Compensation would be considered a
"parachute payment" within the meaning of Section 280G(b)(2)
of the Code and if, after reduction for any Excise Tax and
federal income tax imposed by the Code, the Participant's net
proceeds of such Change of Control Compensation would be less
than the amount of the Participant's net proceeds resulting
from the payment of the Reduced Amount after reduction for
federal income taxes, then the Change of Control Compensation
payable to the Participant shall be limited to the Reduced
Amount.  The determinations required by the preceding
sentence shall be made by the firm of independent certified
public accountants serving as the outside auditor of the
Company as of the date of the applicable Change of Control,
and such determinations shall be binding upon the Company and
such Participant.  If Change of Control Compensation to the
Participant is limited to the Reduced Amount, then the
Participant shall have the right, in his or her sole
discretion, to designate those payments or benefits under
this Plan, any Other Agreements and/or any Benefit Plans that
should be reduced or eliminated so as to avoid having the
Participant's Change of Control Compensation be subject to
the Excise Tax.  If the Participant fails to make such
designation within 30 days of having received notification
that such designation is required, the Company shall make
such designations and shall promptly inform the Participant
of its actions in such regard.

     12.4  Limitations on Committee's and Board's Actions.  Prior
to a Change of Control, the Participant will have no rights under
this Section 12, and the Board will have the power and right,
within its sole discretion to rescind, modify or amend this
Section 12 without the consent of any Participant.  In all other
cases, and notwithstanding the authority granted to the Committee
or Board to exercise discretion in interpreting, administering,
amending or terminating this Plan, neither the Committee nor the
Board will, following a Change of Control, have the power to
exercise such authority or otherwise take any action that is
inconsistent with the provisions of this Section 12.  [Section 12
as amended 5/8/96 and 1/30/97.]

13.  Rights of Eligible Recipients and Participants
Transferability.

     13.1  Employment or Service.  Nothing in the Plan will
interfere with or limit in any way the right of the Company
or any Subsidiary to terminate the employment or service of
any Eligible Recipient or Participant at any time, nor confer
upon any Eligible Recipient or Participant any right to
continue in the employ or service of the Company or any
Subsidiary.

     13.2  Rights as a Stockholder.  As a holder of Incentive
Awards (other than Restricted Stock Awards), a Participant
will have no rights as a stockholder unless and until such
Incentive Awards are exercised for, or paid in the form of,
shares of Common Stock and the Participant becomes the holder
of record of such shares.  Except as otherwise provided in
the Plan, no adjustment will be made for dividends or
distributions with respect to such Incentive Awards as to
which there is a record date preceding the date the
Participant becomes the holder of record of such shares,
except as the Committee may determine in its discretion.

     13.3  Restrictions on Transfer.

       (a)  Except pursuant to testamentary will or the laws
of descent and distribution and except as expressly permitted
by Paragraph 13.3(b) of the Plan, no right or interest of any
Participant in an Incentive Award prior to the exercise or
vesting of such Incentive Award will be assignable or
transferable, or subjected to any lien, during the lifetime
of the Participant, either voluntarily or involuntarily,
directly or indirectly, by operation of law or otherwise.  A
Participant will, however, be entitled to designate a
beneficiary to receive an Incentive Award upon such
Participant's death, and in the event of a Participant's



                               13




death, payment of any amounts due under the Plan will be made
to, and exercise of any Options (to the extent permitted
pursuant to Section 10 of the Plan) may be made by, the
Participant's legal representatives, heirs and legatees.  [As
amended 1/30/97.]

       (b)  The Committee may, in its discretion, authorize
all or a portion of the Options to be granted to a
Participant to be on terms which permit transfer by such
Participant to (i) the spouse, ex-spouse, children, step-
children or grandchildren of the Participant (the "Family
Members"), (ii) a trust or trusts for the exclusive benefit
of such Family Members, (iii) a partnership in which such
Family Members are the only partners, or (iv) such other
persons or entities as the Committee, in its discretion, may
permit, provided that (1) there may be no consideration for
such a transfer (other than the possible receipt of an
ownership interest in an entity to which such a transfer is
made), (2) the award agreement pursuant to which such Options
are granted must be approved by the Committee and must
expressly provide for transferability in a manner consistent
with this Paragraph 13.3(b), (3) timely written notice of the
transfer must be provided to the Company by the Participant,
and (4) subsequent transfers of the transferred Options shall
be prohibited except for those in accordance with Paragraph
13.3(a).  Following transfer, any such Option and the rights
of any transferee with respect thereto shall continue to be
subject to the same terms and conditions as were applicable
immediately prior to the transfer, including that the events
of termination of employment as provided in the Plan and in
any applicable award agreement shall continue to be applied
with respect to the original Participant, with the transferee
bound by the consequences of any such termination of
employment as specified in the Plan and the applicable award
agreement.  The Company shall be under no obligation to
provide notice of termination of a Participant's employment
to any transferee of such Participant's Options.
Notwithstanding any Option transfer pursuant to this
Paragraph 13.3(b), the Participant shall remain subject to
and liable for any employment-related taxes in connection
with the exercise of such Option.  [As amended 1/30/97.]

     13.4 Non-Exclusivity of the Plan.  Nothing contained in
the Plan is intended to modify or rescind any previously
approved compensation plans or programs of the Company or
create any limitations on the power or authority of the Board
to adopt such additional or other compensation arrangements
as the Board may deem necessary or desirable.

14.  Securities Law and Other Restrictions.

     Notwithstanding any other provision of the Plan or any
agreements entered into pursuant to the Plan, the Company
will not be required to issue any shares of Common Stock
under this Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock
issued pursuant to Incentive Awards granted under the Plan,
unless (a) there is in effect with respect to such shares a
registration statement under the Securities Act and any
applicable state securities laws or an exemption from such
registration under the Securities Act and applicable state
securities laws, and (b) there has been obtained any other
consent, approval or permit from any other regulatory body
which the Committee, in its sole discretion, deems necessary
or advisable. The Company may condition such issuance, sale
or transfer upon the receipt of any representations or
agreements from the parties involved, and the placement of
any legends on certificates representing shares of Common
Stock, as may be deemed necessary or advisable by the Company
in order to comply with such securities law or other
restrictions.

15.  Plan Amendment, Modification and Termination.

     The Board may suspend or terminate the Plan or any
portion thereof at any time, and may amend the Plan from time
to time in such respects as the Board may deem advisable in
order that Incentive Awards under the Plan will conform to
any change in applicable laws or regulations or in any other


                               14




respect the Board may deem to be in the best interests of the
Company; provided, however, that no amendments to the Plan
will be effective without approval of the stockholders of the
Company if stockholder approval of the amendment is then
required pursuant to Rule 16b-3 under the Exchange Act,
Section 422 of the Code or the rules of the New York Stock
Exchange.  No termination, suspension or amendment of the
Plan may adversely affect any outstanding Incentive Award
without the consent of the affected Participant; provided,
however, that this sentence will not impair the right of the
Committee to take whatever action it deems appropriate under
Section 4.3 and Section 12.4 of the Plan.

16.  Effective Date and Duration of the Plan.

     The Plan is effective as of February 3, 1993, the date
it was adopted by the Board.  The Plan will terminate at
midnight on February 3, 1999, and may be terminated prior
thereto by Board action, and no Incentive Award will be
granted after such termination.  Incentive Awards outstanding
upon termination of the Plan may continue to vest, or become
free of restrictions, in accordance with their terms.

17.  Miscellaneous.

     17.1  Governing Law.  The validity, construction,
interpretation, administration and effect of the Plan and any
rules, regulations and actions relating to the Plan will be
governed by and construed exclusively in accordance with the
laws of the State of Minnesota.

     17.2 Successors and Assigns.  The Plan will be binding
upon and inure to the benefit of the successors and permitted
assigns of the Company and the Participants.



                               15

EX-10.11

 

                                                  Exhibit 10.11


    Description of the Ceridian Corporation Annual Executive
                         Incentive Plan


     The Company's Annual Executive Incentive Plan provides
yearly cash bonuses to Company executives, although the Board's
Compensation and Human Resources Committee (the "Committee") may,
in its discretion, permit individuals to elect to receive part or
all of their annual bonus in the form of stock options rather
than cash.  The annual determination of an individual executive's
target bonus, expressed as a percentage of base salary, is based
on a subjective assessment by the Committee of the
responsibilities of the position, competitive practice and the
Committee's desire to give greater weight to performance-based
compensation at higher levels of responsibility within the
Company.

     For 1996, target bonus percentages for executive officers
generally ranged from 35% to 65% of base salary, with the maximum
possible bonus one and one-half times the target amount and the
threshold bonus one-half of the target amount.  Of the total
potential annual bonus, 80% (100% in Mr. Perlman's case)
consisted of an earnings component which, for staff officers,
meant that the Company must achieve specified levels of earnings
per share ("EPS") during 1996.  For executive officers assigned
to operating units, one-fourth of the earnings component
consisted of the same Company EPS requirement and the balance
consisted of a requirement that the operating unit achieve
specified levels of pre-tax earnings.  Payments of the earnings
component of the annual bonus could be made at, above or below
the target percentages depending on whether the financial
performance of the Company (and, if applicable, the business unit
to which the executive is assigned) met, exceeded or fell short
of the applicable budgeted earnings, but no bonus would be
payable if the applicable earnings threshold amount were not
achieved.  The Committee retains discretion to exclude the
financial impact of unusual or extraordinary events from the
calculation of the earnings component of annual bonuses.

     The remaining 20% portion of the annual bonus for executive
officers other than Mr. Perlman was based on the Committee's
subjective assessment of the executive officer's individual
performance in the areas of quality improvement and fostering
work force diversity, except that in the case of Computing
Devices International, half of this portion of the bonus was
based on the level of orders achieved.  For 1996, payment under
the annual incentive program ranged from below target to superior
for the executive officers, resulting in bonus payments for
executive officers ranging between 8% and 97.5% of base salary.
For 1996 only, Mr. James' employment agreement guaranteed payment
of a bonus at his target bonus percentage.  The Committee also
retains discretion to adjust an officer's annual incentive bonus
if, in its judgment, such an action is warranted in individual
circumstances.

EX-10.15

 


                                                         EXHIBIT 10.15

                        CERIDIAN  CORPORATION
                      DEFERRED COMPENSATION PLAN

                    First Declaration of Amendment


Pursuant to the retained power of amendment contained in Section 6.2
of the Ceridian Corporation Deferred Compensation Plan, the
undersigned hereby amends the Plan in the following manner:

1.    A new Section 9.5 is added thereto which reads as follows:

      "9.5 Special Provisions.  Special provisions of the Plan
      applicable only to certain Participants may be set forth on an
      exhibit to the Plan adopted in the same manner as an amendment
      to the Plan.  In the event of a conflict between the terms of
      the exhibit and the terms of the Plan, the exhibit controls.
      Except as otherwise expressly provided in the exhibit, the
      generally applicable terms of the Plan control all matters not
      covered by the exhibit."

2.    The Plan is amended by adding a new Exhibit A in the form
attached hereto.

The foregoing amendments are effective as of the date of this
instrument.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed by its duly authorized officers this 6th day of November
1996.


                                   CERIDIAN CORPORATION


Attest: /s/John A. Haveman         By:  /s/Michael E. Kotten
        Secretary                       Vice President







                              EXHIBIT A

       Special Rules Applicable to Certain Former Participants
                 in the Comdata Holdings Corporation
                 Unfunded Deferred Compensation Plan


This exhibit sets forth special rules applicable to Participants whose
account balances under the Comdata Holdings Corporation Unfunded
Deferred Compensation Plan (the "Comdata Plan") were transferred to
the Plan effective as of the close of business on December 31, 1996.
For purposes of this exhibit, such a Participant is referred to as a
"Comdata Participant."

1.    Account.  Effective as of January 1, 1997, the Account of each
Comdata Participant will be credited with an amount equal to the
balance of his or her account under the Comdata Plan as of the close
of business on December 31, 1996.

2.    Distribution to Comdata Participant.  Distribution of the
Account referenced in item 1 of this exhibit will be made as soon as
administratively practicable after the earlier of the Comdata
Participant's (a) termination of employment with the Company and all
Affiliated Organizations and (b) attainment of age 65.  Distribution
will be made in the form of a lump sum payment; provided, that for any
Participant listed on Schedule A, distribution will be made in the
form set forth with respect to the Participant on Schedule A.

3.    Beneficiary Designations.  At all times after December 31, 1996,
any beneficiary designation made pursuant to the Comdata Plan will be
null and void.









                              SCHEDULE A


Name                          Form of Distribution
Bramlet, Jan             Monthly Installments Over a Three-Year Period
McTavish, George         Monthly Installments Over a Three-Year Period
Krow, Gary               Monthly Installments Over a Three-Year Period

EX-10.16

 


                                                    EXHIBIT 10.16

                    INDEMNIFICATION AGREEMENT


          This Agreement, made and entered into this     day of
               , 19  , ("Agreement"), by and between Ceridian
Corporation, a Delaware corporation ("Company"), and
                           ("Indemnitee"):

          WHEREAS, highly competent persons may be reluctant to
serve publicly-held corporations as directors or in other
capacities unless they are provided with adequate protection
through insurance or adequate indemnification against risks of
claims and actions against them arising out of their service to
and activities on behalf of such corporations; and

          WHEREAS, the Board of Directors of the Company has
determined that  difficulties in attracting and retaining such
persons are detrimental to the best interests of the Company's
stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection
in the future; and

          WHEREAS, it is reasonable, prudent and necessary for
the Company contractually to obligate itself to indemnify such
persons to the fullest extent permitted by applicable law so that
they will serve or continue to serve the Company free from undue
concern that they will not be so indemnified; and

          WHEREAS, Indemnitee is willing to serve, continue to
serve and to take on additional service for or on behalf of the
Company on the condition that Indemnitee be so indemnified;

          NOW, THEREFORE, in consideration of the premises and
the covenants contained herein, the Company and Indemnitee do
hereby covenant and agree as follows:

                            ARTICLE I
                           DEFINITIONS

     For purposes of this Agreement the following terms shall
have the meaning given here:

     1.01  "Board" shall mean the Board of Directors of the
           Company.

     1.02  "Change of Control" shall mean any of the following
           events:

          (a)  Unless approved by the affirmative vote of at
               least two-thirds (2/3) of those members of the
               Board who are in office immediately prior to the
               event(s) and who are not employees of the Company:





               (l)  the merger or consolidation of the Company
                    with, or the sale of all or substantially all
                    of the assets of the Company to, any person
                    or entity or group of associated persons or
                    entities; or

               (2)  the direct or indirect beneficial ownership
                    in the aggregate of securities of the Company
                    representing twenty percent (20%) or more of
                    the total combined voting power of the
                    Company's then issued and outstanding
                    securities by any person or entity, or group
                    of associated persons or entities acting in
                    concert, not affiliated (within the meaning
                    of the Securities Act of 1933) with the
                    Company as of the date of this Agreement; or

               (3)  the stockholders of the Company approve any
                    plan or proposal for the liquidation or
                    dissolution of the Company.

          (b)  A change in the composition of the Board at any
               time during any consecutive twenty-four (24) month
               period such that the "Continuity Directors" cease
               for any reason to constitute at least a seventy
               percent (70%) majority of the Board.  For purposes
               of this clause (b), "Continuity Directors" means
               those members of the Board who either:

               (1)  were directors at the beginning of such
                    consecutive twenty-four (24) month period; or

               (2)  were elected by, or on the nomination or
                    recommendation of, at least a two-thirds
                    (2/3) majority (consisting of at least eight
                    directors) of the then-existing Board.

     1.03  "Corporate Status" describes the status of a person
who is or was a director, officer, employee, agent or fiduciary
of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which
such person is or was serving at the express written request of
the Company.

     1.04  "Disinterested Director" means a director of the
Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.

     1.05  "Effective Date" means                      , 19  .



                                2






     1.06  "Enterprise" shall mean the Company and any other
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at
the express written request of the Company as a director,
officer, employee, agent or fiduciary.

     1.07  "Expenses" shall include all reasonable attorneys'
fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a
witness in a Proceeding.

     1.08  "Good Faith" shall mean Indemnitee having acted in
good faith and in a manner Indemnitee reasonably believed to be
in or not opposed to the best interests of the Company, and, with
respect to any criminal Proceeding, having had no reasonable
cause to believe Indemnitee's conduct was unlawful.

     1.09  "Independent Counsel" means a law firm, or a member
of a law firm, that is experienced in matters of corporation law
and neither presently is, nor in the past five years has been,
retained to represent: (i) the Company or Indemnitee in any
matter material to either such party, or (ii) any other party to
the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the foregoing, the term "Independent
Counsel" shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or
Indemnitee in an action to determine Indemnitee's rights under
this Agreement.

     1.10  "Proceeding" includes any action, suit, arbitration,
alternate dispute resolution mechanism.  investigation,
administrative hearing or any other actual, threatened or
completed proceeding whether civil, criminal, administrative or
investigative, other than one initiated by Indemnitee.  For
purposes of the foregoing sentence, a "Proceeding" shall not be
deemed to have been initiated by Indemnitee where Indemnitee
seeks pursuant to Article VIII of this Agreement to enforce
Indemnitee's rights under this Agreement.

                           ARTICLE II
                        TERM OF AGREEMENT

     This Agreement shall continue until and terminate upon the
later of: (i) 10 years after the date that Indemnitee shall have
ceased to serve as a director, officer, employee, agent or
fiduciary of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise which Indemnitee served at the express written request
of the Company; or (ii) the final termination of all pending
Proceedings in respect of which Indemnitee is granted rights of


                                 3





indemnification or advancement of expenses hereunder and of any
proceeding commenced by Indemnitee pursuant to Article VIII of
this Agreement relating thereto.

                           ARTICLE III
          SERVICES BY INDEMNITEE, NOTICE OF PROCEEDINGS

     3.01  Services.  Indemnitee agrees to serve as a director.
Indemnitee may at any time and for any reason resign from such
position (subject to any other contractual obligation or any
obligation imposed by operation of law).

     3.02  Notice of Proceeding.  Indemnitee agrees promptly to
notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be
subject to indemnification or advancement of Expenses covered
hereunder.

                           ARTICLE IV
                         INDEMNIFICATION

     4.01  In General.  In connection with any Proceeding, the
Company shall indemnify, and advance Expenses, to Indemnitee as
provided in this Agreement and to the fullest extent permitted by
applicable law in effect on the date hereof and to such greater
extent as applicable law may thereafter from time to time permit.

     4.02  Proceedings Other Than Proceedings by or in the Right
of the Company.  Indemnitee shall be entitled to the rights of
indemnification provided in this Section 4.02 if, by reason of
Indemnitee's Corporate Status.  Indemnitee is, or is threatened
to be made, a party to any Proceeding, other than a Proceeding by
or in the right of the Company.  Indemnitee shall be indemnified
against Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in Good
Faith.

     4.03  Proceedings by or in the Right of the Company.
Indemnitee shall be entitled to the rights of indemnification
provided in this Section 4.03 if, by reason of Indemnitee's
Corporate Status, Indemnitee is, or is threatened to be made, a
party to any Proceeding brought by or in the right of the Company
to procure a judgment in its favor.  Indemnitee shall be
indemnified against Expenses, judgments, penalties, and amounts
paid in settlement, actually and reasonably incurred by
Indemnitee or on Indemnitee's behalf in connection with such
Proceeding if Indemnitee acted in Good Faith.  Notwithstanding
the foregoing, no such indemnification shall be made in respect
of any claim, issue or matter in such Proceeding as to which
Indemnitee shall have been adjudged to be liable to the Company H
applicable law prohibits such indemnification; provided, however,
that, if applicable law so permits, indemnification shall
nevertheless be made by the Company in such event if and only to

                                 4





the extent that the Court of Chancery of the State of Delaware,
or the court in which such Proceeding shall have been brought or
is pending, shall determine.

     4.04  Indemnification of a Party Who is Wholly or Partly
Successful.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of
Indemnitee's Corporate Status, a party to and is successful, on
the merits otherwise, in any Proceeding, Indemnitee shall be
indemnified to the maximum extent permitted by law, against all
Expenses, judgments, penalties, fines, and amounts paid in
settlement, actually and reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection therewith.  If Indemnitee is
not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee to the maximum extent permitted by law,
against all Expenses, judgments, penalties, fines, and amounts
paid in settlement, actually and reasonably incurred by
Indemnitee or on Indemnitee's behalf in connection with each
successfully resolved claim, issue or matter.  For purposes of
this Section 4.04 and without limitation, the termination of any
claim, issue or matter in such a Proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as
to such claim, issue or matter, so long as there has been no
finding (either adjudicated or pursuant to Article VI) that
Indemnitee did not act in Good Faith.

     4.05  Indemnification for Expenses of a Witness.
Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is, by reason of Indemnitee's Corporate
Status, a witness in any Proceeding.  Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee's behalf in connection therewith.

                            ARTICLE V
                     ADVANCEMENT OF EXPENSES

     Notwithstanding any provision to the contrary in Article VI,
the Company shall advance all reasonable Expenses which, by
reason of Indemnitee's Corporate Status, were incurred by or on
behalf of Indemnitee in connection with any Proceeding, within
twenty days after the receipt by the Company of a statement or
statements from Indemnitee requesting such advance or advances,
whether prior to or after final disposition of such Proceeding.
Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded
or accompanied by an undertaking by or on behalf of Indemnitee to
repay any Expenses if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified against such
Expenses.  Any advance and undertakings to repay pursuant to this
Article V shall be unsecured and interest free.


                                 5




                           ARTICLE VI
                 PROCEDURES FOR DETERMINATION OF
                 ENTITLEMENT TO INDEMNIFICATION

     6.01  Initial request.  To obtain indemnification under
this Agreement, Indemnitee shall submit to the Company a written
request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification.  The Secretary of the
Company shall promptly advise the Board in writing that
Indemnitee has requested indemnification.

     6.02  Method of Determination.  A determination (if
required by applicable law) with respect to Indemnitee's
entitlement to indemnification shall be made as follows:

          (a)  if a Change in Control has occurred, unless
               Indemnitee shall request in writing that such
               determination be made in accordance with clause
               (b) of this Section 6.02, the determination shall
               be made by Independent Counsel in a written
               opinion to the Board, a copy of which shall be
               delivered to Indemnitee;

          (b)  if a Change of Control has not occurred, and
               subject to Section 6.05, the determination shall
               be made by the Board by a majority vote of a
               quorum consisting of Disinterested Directors.  In
               the event that a quorum of the Board consisting of
               Disinterested Directors is not obtainable or, even
               if obtainable, such quorum of Disinterested
               Directors so directs, the determination shall be
               made by Independent Counsel in a written opinion
               to the Board, a copy of which shall be delivered
               to Indemnitee.

     6.03  Selection, Payment, Discharge, of Independent
Counsel.  In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to
Section 6.02 of this Agreement, the Independent Counsel shall be
selected, paid, and discharged in the following manner:

          (a)  If a Change of Control has not occurred, the
               Independent Counsel shall be selected by the
               Board, and the Company shall give written notice
               to Indemnitee advising Indemnitee of the identity
               of the Independent Counsel so selected.

          (b)  If a Change of Control has occurred, the
               Independent Counsel shall be selected by
               Indemnitee (unless Indemnitee shall request that
               such selection be made by the Board, in which
               event clause (a) of this section shall apply), and
               Indemnitee shall give written notice to the

                                 6





               Company advising it of the identity of the
               Independent Counsel so selected.

          (c)  Following the initial selection described in
               clauses (a) and (b) of this Section 6.03,
               Indemnitee or the Company, as the case may be,
               may, within 7 days after such written notice of
               selection has been given, deliver to the other
               party a written objection to such selection.  Such
               objection may be asserted only on the ground that
               the Independent Counsel so selected does not meet
               the requirements of independent Counsel as defined
               in Section 1.09 of this Agreement, and the
               objection shall set forth with particularity the
               factual basis of such assertion.  Absent a proper
               and timely objection, the person so selected shall
               act as Independent Counsel.  If such written
               objection is made, the Independent Counsel so
               selected may not serve as Independent Counsel
               unless and until a court has determined that such
               objection is without merit.

          (d)  Either the Company or Indemnitee may petition the
               Court of Chancery of the State of Delaware or
               other court of competent jurisdiction if the
               parties have been unable to agree on the selection
               of Independent Counsel within 20 days after
               submission by Indemnitee of a written request for
               indemnification pursuant to Section 6.01 of this
               Agreement.  Such petition may request a
               determination whether an objection to the party's
               selection is without merit and/or seek the
               appointment as Independent Counsel of a person
               selected by the Court or by such other person as
               the Court shall designate.  A person so appointed
               shall act as Independent Counsel under Section
               6.02 of this Agreement.

          (e)  The Company shall pay any and all reasonable fees
               and expenses of Independent Counsel incurred by
               such Independent Counsel in connection with acting
               pursuant to this Agreement, and the Company shall
               pay all reasonable fees and expenses incident to
               the procedures of this Section 6.03, regardless of
               the manner in which such Independent Counsel was
               selected or appointed.

          (f)  Upon the due commencement of any judicial
               proceeding or arbitration pursuant to Section 8.01
               (C) of this Agreement.  Independent Counsel shall
               be discharged and relieved of any further
               responsibility in such capacity (subject to the
               applicable standards of professional conduct then
               prevailing).


                                   7




     6.04 Cooperation.  Indemnitee shall cooperate with the
person, persons or entity making the determination with respect
to Indemnitee's entitlement to indemnification under this
Agreement, including providing to such person, persons or entity
upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably
necessary to such determination.  Any Costs or expenses
(including attorneys' fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the company
(irrespective of the determination as to Indemnitee's entitlement
to indemnification) and the Company hereby indemnifies and agrees
to hold Indemnitee harmless therefrom.

     6.05  Payment.  If it is determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made
within ten (10) days after such determination.

                           ARTICLE VII
         PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS

     7.01  Burden of Proof.  In making a determination with
respect to entitlement to indemnification hereunder, the person
or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if
Indemnitee has submitted a request for indemnification in
accordance with Section 6.01 of this Agreement, and the Company
shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of
any determination contrary to that presumption.

     7.02  Effect of Other Proceedings.  The termination of any
Proceeding or of any claim, issue or matter therein, by judgment,
order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise
expressly provided in this Agreement) of itself adversely affect
the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in Good Faith.

     7.03  Reliance as Safe Harbor.  For purposes of any
determination of Good Faith, Indemnitee shall be deemed to have
acted in Good Faith if Indemnitee's action is based on the
records or books of account of the Enterprise, including
financial statements, or on information supplied to Indemnitee by
the officers of the Enterprise in the course of their duties, or
on the advice of legal counsel for the Enterprise or on
information or records given or reports made to the Enterprise by
an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Enterprise.
The provisions of this Section 7.03 shall not be deemed to be
exclusive or to limit in any way the other circumstances in which
the Indemnitee may be deemed to have met the applicable standard
of conduct set forth in this Agreement.


                                 8






     7.04  Actions of Others.  The knowledge and/or actions, or
failure to act, of any director, officer, agent or employee of
the Enterprise shall not be imputed to Indemnitee for Purposes of
determining the right to indemnification under this Agreement.

                          ARTICLE VIII
                     REMEDIES OF INDEMNITEE

     8.01  Application.  This Article VIII shall apply in the
event of a Dispute.  For purposes of this Article, "Dispute",
shall mean any of the following events:

          (a)  a determination is made pursuant to Article VI of
               this Agreement that Indemnitee is not entitled to
               indemnification under this Agreement;

          (b)  advancement of Expenses is not timely made
               pursuant to Article V of this Agreement;

          (c)  the determination of entitlement to be made
               pursuant to Section 6.02 of this Agreement has not
               been made within 90 days after receipt by the
               Company of the request for indemnification;

          (d)  payment of indemnification is not made pursuant to
               Section 4.05 of this Agreement within ten (10)
               days after receipt by the Company of a written
               request therefor; or

          (e)  payment of indemnification is not made within ten
               (10) days after a determination has been made that
               Indemnitee is entitled to indemnification or such
               determination is deemed to have been made pursuant
               to Article VI of this Agreement.

     8.02  Adjudication.  In the event of a Dispute, Indemnitee
shall be entitled to an adjudication in an appropriate court of
the State of Delaware, or in any other court of competent
jurisdiction, of Indemnitee's entitlement to such indemnification
or advancement of Expenses.  Alternatively, Indemnitee, at
Indemnitee's option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the rules of the
American Arbitration Association.  Indemnitee shall commence such
proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has
the right to commence such proceeding pursuant to this Section
8.02.  The Company shall not oppose Indemnitee's right to seek
any such adjudication or award in arbitration.

     8.03  De Novo Review.  In the event that a determination
shall have been made pursuant to Article VI of this Agreement
that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Article VIII


                                9






shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced
by reason of that adverse determination.  In any such proceeding
or arbitration, the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be.

     8.04  Company Bound.  If a determination shall have been
made or deemed to have been made pursuant to Article VI of this
Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial
proceeding or arbitration absent (i) a misstatement by Indemnitee
of a material fact or an omission of a material fact necessary to
make Indemnitee's statement not materially misleading, in
connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law.

     8.05  Procedures Valid.  The Company shall be precluded
from asserting in any judicial proceeding or arbitration
commenced pursuant to this Article VIII that the procedures and
presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions
of this Agreement.

     8.06  Expenses of Adjudication.  In the event that
Indemnitee, pursuant to this Article VIII, seeks a judicial
adjudication of or an award in arbitration to enforce
Indemnitee's rights under, or to recover damages for breach of
this Agreement, Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and
all expenses (of the types described in the definition of
Expenses in Section 1.07 of this Agreement) actually and
reasonably incurred by Indemnitee in such adjudication or
arbitration, but only if Indemnitee prevails therein.  If it
shall be determined in such adjudication or arbitration that
Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses
incurred by Indemnitee in connection with such adjudication or
arbitration shall be appropriately prorated.

                           ARTICLE IX
             NON-EXCLUSIVITY, INSURANCE, SUBROGATION

     9.01  Non-Exclusivity.  The rights of indemnification and
to receive advancement of Expenses as provided by this Agreement
shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the
Certificate of Incorporation, the By-Laws, any agreement, a vote
of stockholders or a resolution of directors, or otherwise.  No
amendment, alteration, rescission or replacement of this
Agreement or any provision hereof shall be effective as to
Indemnitee with respect to any action taken or omitted by such
Indemnitee in Indemnitee's Corporate Status prior to such
amendment, alteration, rescission or replacement.


                                10






     9.02  Insurance.  The Company may maintain an insurance
policy or policies against liability arising out of this
Agreement or otherwise.

     9.03  Subrogation.  In the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such
rights.

     9.04  No Duplicative Payment.  The Company shall not be
liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.

                            ARTICLE X
                       GENERAL PROVISIONS

     10.01 Successors and Assigns.  This Agreement shall be
binding upon the Company and its successors and assigns and shall
inure to the benefit of Indemnitee and Indemnitee's heirs,
executors and administrators.

     10.02 Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever:

          (a)  the validity, legality and enforceability of the
               remaining provisions of this Agreement (including
               without limitation, each portion of any Section of
               this Agreement containing any such provision held
               to be invalid, illegal or unenforceable, that is
               not itself invalid, illegal or unenforceable)
               shall not in any way be affected or impaired
               thereby, and

          (b)  to the fullest extent possible, the provisions of
               this Agreement (including, without limitation,
               each portion of any Section of this Agreement
               containing any such provision held to be invalid,
               illegal or unenforceable, that is not itself
               invalid, illegal or unenforceable) shall be
               construed so as to give effect to the intent
               manifested by the provision held invalid, illegal
               or unenforceable.

     10.03 No Adequate Remedy.  The parties declare that it is
impossible to measure in money the damages which will accrue to
either party by reason of a failure to perform any of the
obligations under this Agreement.  Therefore, if either party
shall institute any action or proceeding to enforce the
provisions hereof, such party against whom such action or
proceeding is brought hereby waives the claim or defense that
such party has an adequate remedy at law, and such party shall


                               11





not urge in any such action or proceeding the claim or defense
that the other party has an adequate remedy at law.

     10.04 Identical Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall for all
purposes be deemed to be an original but all of which together
shall constitute one and the same Agreement.  Only one such
counterpart signed by the party against whom enforceability is
sought needs to be produced to evidence the existence of this
Agreement.

     10.05 Headings.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the
construction thereof.

     10.06 Modification and Waiver.  No supplement, modification
or amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto.  No waiver of any of
the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions thereof (whether or
not similar) nor shall such waiver constitute a continuing
waiver.

     10.07 Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed
to have been duly given if (i) delivered by hand and receipted
for by the party to whom said notice or other communication shall
have been directed, or (ii) mailed by certified or registered
mail with postage prepaid, on the third business day after the
date on which it is so mailed:

      If to Indemnitee, to:   As shown with Indemnitee's
                              Signature below.

      If to the Company to:   Ceridian Corporation
                              8100 34th Avenue South
                              Minneapolis, MN 55425
                              Attn: Office of the General Counsel

or to such other address as may have been furnished to Indemnitee
by the Company or to the Company by Indemnitee, as the case may
be.

     10.08 Governing Law.  The parties agree that this Agreement
shall be governed by, and construed and enforced in accordance
with, the laws of the state of Delaware without application of
the conflict of laws principles thereof.

     10.09 Entire Agreement.  This Agreement constitutes the
entire agreement and understanding between the parties hereto in
reference to all the matters herein agreed upon.  This Agreement
replaces in full all prior indemnification agreements or
understandings of the parties hereto, and any all such prior
agreements or understandings are hereby rescinded by mutual
agreement.


                               12





          IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.


ATTEST:                       CERIDIAN CORPORATION


By:                           By:
                                   John A. Haveman
                              Its: Vice President and Secretary


                              [NAME]



                    Address:






                                  13

EX-10.17

 


                                                  EXHIBIT 10.17

                      CERIDIAN CORPORATION

          PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT

                  1993 Long-Term Incentive Plan


     This Agreement is entered into by Ceridian Corporation (the
"Company") and                     (the "Participant") as of
              , 1994 (the "Date of Grant") to evidence the making
of a Restricted Stock Award pursuant to the Company's 1993 Long-
Term Incentive Plan (the "Plan").  Any capitalized term used
herein which is defined in the Plan shall have the same meaning
as set forth therein.

     1.  Effective as of the Date of Grant, the Company has
granted to the Participant          shares of the Company's Common
Stock (the "Awarded Shares"), subject to the terms and conditions
set forth in this Agreement and all the provisions of the Plan.

     2.  Awarded Shares may not be sold, transferred, assigned,
pledged or otherwise used as collateral by the Participant unless
and until, and then only to the extent that, restrictions on
transferability shall have lapsed in accordance with the Plan and
this Agreement.  In this Agreement, the lapsing of such
transferability restrictions is referred to as "vesting,"and
Awarded Shares that are no longer subject to such transferability
restrictions are referred to as "vested."

     3.  Ownership of Awarded Shares which are not yet vested
shall not be evidenced by a stock certificate, but rather shall
be evidenced by an entry in a certificateless book-entry stock
account maintained by the Company's transfer agent for its Common
Stock (the "Transfer Agent").  To facilitate the transfer to the
Company of any Awarded Shares that are forfeited by the
Participant in accordance with the terms of the Plan and this
Award Agreement, the Participant agrees to sign and promptly
return to the Company such stock power(s) as the Company may
request.  Upon written notification by the Company to the
Transfer Agent of the vesting of all or a portion of the Awarded
Shares, a stock certificate evidencing such unrestricted shares
shall be issued in the name of the Participant and delivered to
the Participant.

     4.  Except as otherwise expressly provided in Sections 5 and
6 hereof, vesting of Awarded Shares will occur only during the
period of the Participant's employment with the Company or its
Subsidiaries, and at the times and to the extent specified in
this Section 4.

     (a)  For purposes of this Section 4, the following terms
shall have the meanings indicated:

          (1)  "Ending Price" means, with respect to any S&P 500
Company (including the Company) for any Measurement Period, the
average daily last reported sales price of a share of such
company's common stock as reported in the Wall Street Journal
during the last calendar month of such Measurement Period.


                              1




          (2)  "Fair Market Value" (i) with respect to the
Company has the same meaning as specified in Section 2.10 of the
Plan, and (ii) with respect to any other S&P 500 Company means
the last reported sales price of a share of such company's common
stock on the date in question as reported in the Wall Street
Journal.

          (3)  "Measurement Period" means one of the following
               periods of time:
                 May 1, 1994 through April 30, 1996 ("First
                  Measurement Period")
                 May 1, 1994 through April 30, 1997 ("Second
                  Measurement Period")
                 May 1, 1994 through April 30, 1998 ("Third
                  Measurement Period")

          (4)  "S&P 500 Companies" means the companies comprising
the Standard & Poors' 500 Stock Index as it existed on May 1,
1994.

          (5)  "Starting Price" means, with respect to any S&P
500 Company (including the Company), the average daily last
reported sales price of a share of such company's common stock as
reported in the Wall Street Journal during the month of April,
1994.  For the Company, the Starting Price is $23.18 per share of
Common Stock.

          (6)  "TRS" means, with respect to the Company or any
other S&P 500 Company, the total return to a holder of the common
stock of such company during an applicable Measurement Period as
a result of his or her ownership of such common stock during such
Measurement Period, such total return (i) to be expressed as a
percentage of an assumed initial investment in such common stock
on May 1, 1994 and (ii) to include both the appreciation in the
per share price of such common stock during such Measurement
Period and the per share fair market value of all dividends and
distributions paid or distributed by such company with respect to
such common stock during such Measurement Period, assuming that
all such dividends and distributions are reinvested in shares of
such common stock at their Fair Market Value on the last trading
day of the month in which the dividend or distribution is paid or
distributed.  For purposes of calculating TRS for the Company or
any other S&P 500 Company, the assumed initial investment in such
company's common stock on May 1, 1994 shall be at the applicable
Starting Price, and the value of a share of such company's common
stock at the end of a Measurement Period shall be the applicable
Ending Price.

     (b)  The number of Awarded Shares that will vest at the end
of each of the First and Second Measurement Periods shall be
determined in accordance with the following formula:

          Vesting Percentage  x  Awarded Shares
                                       3

where the "Vesting Percentage" for the applicable Measurement
Period is determined in accordance with paragraph 4(d) below.

     (c)  The number of Awarded Shares that will vest at the end
of the Third Measurement Period shall be the greater of the two
numbers determined by utilizing the following two formulas:


                              2




          (1)  (Vesting Percentage  x  Awarded Shares)  -
                   Previously Vested Shares

          (2)  Vesting Percentage  x  Awarded Shares
                                             3

where the "Vesting Percentage" for the Third Measurement Period
is determined in accordance with paragraph 4(d) below and
"Previously Vested Shares" is the total number of Awarded Shares
that vested as of the end of the First and Second Measurement
Periods in accordance with paragraph 4(b).  Any Awarded Shares
that have not vested as of the end of the Third Measurement
Period shall be forfeited to the Company.

     (d)  For purposes of the formulas specified in paragraphs
4(b) and 4(c), the "Vesting Percentage" for any Measurement
Period shall be that percentage, specified in the table below or
calculated pursuant to the applicable formula which follows the
table, which corresponds to the Company's percentile rank for TRS
among S&P 500 Companies during the applicable Measurement Period:

          Company's TRS Ranking
          Among S&P 500 Companies             Vesting Percentage

          Less than 60th percentile                     0%
          60th percentile                              25%
          75th percentile                              50%
          90th percentile and above                   100%

If the Company's percentile rank, rounded to the nearest whole
percentile, falls between the 60th and 75th percentile, then the
Vesting Percentage will be equal to:

               25% + 1.67 x (actual percentile rank - 60%).

If the Company's percentile rank, rounded to the nearest whole
percentile, falls between the 75th and 90th percentile, then the
Vesting Percentage will be equal to:

               50% + 3.33 x (actual percentile rank - 75%).

     (e)  Notwithstanding paragraphs (a) through (d) of this
Section 4, no Awarded Shares will vest at the end of any
Measurement Period if the Ending Price of the Common Stock with
respect to such Measurement Period is less than the Starting
Price of the Common Stock.

     (f)  For purposes of this Section 4, if there is any change
in the corporate structure or shares of the Company of the types
described in Section 4.4 of the Plan, then the Starting Price of
the Common Stock shall be appropriately adjusted in the manner
specifed in Section 4.4 of the Plan.


                              3




     5.  If the Participant's employment with the Company and all
Subsidiaries terminates for any reason, the Participant shall
immediately forfeit any Awarded Shares that have not yet vested
as of the employment termination date.

     6.  Notwithstanding Section 5 hereof, if Awarded Shares have
been outstanding at least six months since the Date of Grant,
then restrictions on the transferability of such Awarded Shares
shall lapse in accordance with any and all applicable terms of
the Plan regarding a Change of Control of the Company as
described in Section 12 of the Plan as and if such Section exists
on the date of such Change of Control.

     7.  Any dividends or distributions (including regular,
periodic cash dividends) paid with respect to Awarded Shares that
have not yet vested will be subject to the same restrictions on
transferability and the possibility of forfeiture to the Company
as the Awarded Shares to which the dividends or distributions
relate.  To facilitate the enforcement of this provision, any
such dividends or distributions paid with respect to unvested
Awarded Shares shall be held by the Company or its agent
designated for the purpose until such time as the Awarded Shares
to which the dividends or distributions relate vest or are
forfeited.  If such Shares vest, the dividends or distributions
with respect thereto shall be paid or transferred to the
Participant at the time the certificate representing such Shares
is provided to the Participant.  If such Shares are forfeited,
all of the Participant's right, title and interest in and to such
dividends and distributions shall automatically be transferred to
the Company, and the Participant agrees to execute any documents
evidencing such transfer as may be requested by the Company,
either at the time of such transfer or in anticipation of such
transfer becoming necessary.

     8.  Nothing in the Plan or this Agreement shall confer upon
the Participant any right with respect to continuance of
employment by the Company or any Subsidiary, nor interfere in any
way with the right of the Company or a Subsidiary to terminate
the Participant's employment at any time.

     9.  This Restricted Stock Award is subject to all the terms
and conditions of the Plan and this Agreement and, if there is
any conflict between this Agreement and the Plan, the provisions
of the Plan shall control.




                              4





     In Witness Whereof, Ceridian Corporation and the Participant
have executed this Agreement as of the Date of Grant.


CERIDIAN CORPORATION               PARTICIPANT



By
     Secretary                     (Participant's Signature)

                                   Participant's Mailing Address





                              5

EX-11

 

                                                      Exhibit 11
               CERIDIAN CORPORATION AND SUBSIDIARIES
          STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

                                               
(Amounts in thousands,
 except per share data)             Year Ended December 31,
                                  1996         1995         1994


Net earnings                  $            $            $
                                181,865       58,562       97,689
Dividends on Ceridian
 preferred stock                (12,980)     (12,980)     (12,980)

Net earnings for common
 stock - primary                168,885       45,582       84,708

 Extraordinary loss                 -         38,947           -

Earnings before
 extraordinary item -
 primary                        168,885       84,528       84,708
Dividends on Ceridian
 preferred stock                 12,980       12,980       12,980

Earnings before
 extraordinary item - fully
 diluted                      $ 181,865    $  97,508    $  97,689

Weighted average common
 shares outstanding              67,920       66,135       65,825
Common share equivalents -
 stock options                    2,665        3,217        1,801
Weighted average common
 shares and equivalents
 outstanding - primary           70,585       69,352       67,626
Shares issuable assuming
 conversion of Ceridian
 preferred stock                 10,384       10,384       10,384
Weighted average common
 shares and equivalents
 outstanding - full dilution     80,969       79,736       78,010

Primary earnings per share
  before extraordinary item   $    2.39    $    1.22    $    1.25
Extraordinary loss                 0.00        (0.56)        0.00
Net earnings                  $    2.39    $    0.66    $    1.25


Fully diluted earnings per
 share before extraordinary
 item (1)                     $    2.25    $    1.22    $    1.25
Net earnings (1)              $    2.25    $    0.73    $    1.25




(1)  The calculation of fully diluted earnings (loss) per share
   appearing above is submitted in accordance with Regulation S-X
   item 601(b)(11).  These amounts are not permitted to be
   reported under generally accepted accounting principles (APBO
   No. 15) if they are the same or better than (antidilutive to)
   the primary earnings (loss) per share amounts.

EX-12

 


                                                       Exhibit 12

   COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND
                      PREFERRED DIVIDENDS


                                             Year Ended December 31,
                                                         
                                     1996     1995     1994      1993      1992

Earnings (Loss) before income
 taxes and other items (1)         $196.2   $116.2   $115.2   $(239.7)  $(344.3)
Earnings (Loss) of majority owned
 affiliates - not consolidated          -        -        -        -       (0.6)
Total earnings (loss) before
 income taxes and other items       196.2    116.2    115.2    (239.7)   (343.7)

Add:
Interest                             10.6     30.6     32.2      46.8      54.8
Interest portion of rentals (2)      13.9     14.0     14.0      14.6      19.0

Adjusted earnings (loss) before
 income taxes and other items      $220.7   $160.8   $161.4   $(178.3)  $(269.9)
Dividends on preferred stock:
Preferred dividend requirements     $13.0    $23.8    $26.0     $12.9      $1.7
Pre-tax to net income ratio (3)       93%      84%      85%      100%      100%
Preferred dividend factor on a
 pre-tax basis                       14.0     28.3     30.6      12.9       1.7
Interest                             10.6     30.6     32.2      46.8      54.8
Interest portion of rentals          13.9     14.0     14.0      14.6      19.0

Fixed charges and preferred
 dividends                          $38.5    $73.0    $76.8     $74.3     $75.5

Ratio of earnings to combined
 fixed charges and preferred         5.73     2.20     2.10
 dividends

Earnings to combined fixed charges
 and preferred dividends                                       $252.6    $345.4
 deficiency




(1)  Results include discontinued operations and are restated for the
     poolings of Comdata and Resumix in 1995.
(2)  Assumed to be one-third of rental expense.
(3)  Represents the reciprocal of the ratio of the income tax
     provision to earnings before income taxes. A tax gross-up would
     not have a material effect prior to 1994.

EX-13

 
 

                                                                                                    Exhibit 13
Selected Five-Year Data         (Dollars in millions, except per share data)


                                                                                              
                                                                 1996       1995        1994        1993         1992
Revenue                                                      $1,495.6   $1,333.0    $1,177.8    $1,109.8     $1,031.1
Earnings (Loss) from continuing operations (1)               $  181.9   $   97.5    $   97.7    $ (243.7)    $  (30.3)
Loss from discontinued operations (2)                              -          -           -          _        (321.6)
Extraordinary loss (3)                                             -       (38.9)         -        (8.4)       (20.5)
Cumulative effect of accounting change (FAS 106) (4)               -          -           -          _         (41.8)
Net Earnings (Loss)
Earnings Per Common Share                                    $  181.9   $   58.6    $   97.7    $ (252.1)    $ (414.2)
  Primary
      Continuing operations                                  $   2.39   $   1.22    $   1.25    $  (3.79)    $  (0.48)
      Net earnings (loss)                                    $   2.39   $   0.66    $   1.25    $  (3.92)    $  (6.48)
  Fully diluted
      Continuing operations                                  $   2.25   $   1.22    $   1.25    $  (3.79)    $  (0.48)
      Net earnings (loss)                                    $   2.25   $   0.66    $   1.25    $  (3.92)    $  (6.48)
Shares used in calculations (in thousands)
  Primary                                                      70,585     69,352      67,626       64,452       63,939
  Fully diluted                                                80,969     79,736      78,010       64,452       63,939
Balance Sheet Data
Total assets                                                 $1,251.1   $1,126.1    $  977.5    $   850.8    $   989.9
Debt obligations                                             $  144.1   $  209.9    $  238.4    $   250.7    $   415.0
Stockholders' equity (deficit) (5)                           $  346.3   $  150.0    $   86.9    $    (8.9)   $    (3.7)
Equity (Deficit) Per Common Share (6)                        $   4.34   $  (1.28)   $  (2.23)   $   (3.74)   $   (0.06)
Common shares outstanding at end of year (in thousands)        79,768     67,277      66,723       65,503       64,125
Number of Employees at End of Year                             10,800     10,200       9,500        9,600       10,500


Prior year amounts have been restated for the 1995 acquisitions of Resumix and Comdata by Ceridian as further described in Note J.
(1) Includes pooling expenses of $29.7 in 1995, restructuring losses of $67.0 in 1993 and $76.2 in 1992 and the write-off of $230.3
    of Comdata goodwill and other intangibles in 1993.
(2) Relates to the disposition of Ceridian's automated wagering, energy management and computer products businesses.
(3) Relates to the early retirement of debt.  For additional information about the 1995 loss, see Notes B and I to the consolidated
    financial statements.
(4) The Company adopted FAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," in 1992.
(5) The Company has not declared a cash dividend on common stock since 1985.  For information regarding the 1996 conversion of
    preferred stock, see Note F to the consolidated financial statements.
(6) Computed by reducing stockholders' equity by the liquidation value of outstanding preferred stock ($236.0 at December 31, 1995,
    1994 and 1993) and dividing by the number of outstanding common shares at the end of the year. Assuming that any outstanding
    convertible preferred stock was converted to common stock, the equity per common share would have been $1.93 and $1.13 at
    December 31, 1995 and 1994, respectively.

The statements regarding Ceridian Corporation contained in this Annual Report 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 Ceridian that could cause such material differences
in the "1997 Financial Outlook" section of Management's Discussion and Analysis on page 24 of this annual report to stockholders.








MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION


Results of Operations

     For 1996, Ceridian Corporation ("Ceridian" or the "Company") reported
net earnings of $181.9 million, or $2.25 per fully diluted share of common
stock, on revenue of $1,495.6 million, compared to net earnings in 1995 of
$58.6 million, or $0.66 per  fully diluted share, on revenue of $1,333.0
million.  Included in the 1995 results is a $38.9 million extraordinary
loss, or $0.56 per fully diluted share, resulting from the refinancing of
certain debt of Comdata following its acquisition by Ceridian in December
1995, $29.4 million of expenses associated with the acquisition of Comdata,
and $9.5 million of Comdata balance sheet adjustments discussed below.  For
1994, the Company reported net earnings of $97.7 million, or $1.25 per
fully diluted share, on revenue of $1,177.8 million.

     The following table sets forth revenue for the last three years for
the Company, its two industry segments, and the businesses that comprise
those segments.  Additional financial information regarding the Company's
industry segments is contained in Note K, Segment Data, to the consolidated
financial statements.

                                                             
                                              Years ended December 31,
(Dollars in millions)                  1996              1995             1994
                                             change           change
Information Services Segment
  Arbitron                         $  153.1   11.6%  $  137.2  13.1%  $  121.3
  Human Resources Group               490.3   19.0%     412.2  28.2%     321.5
  Comdata                             299.2    9.2%     274.1  12.7%     243.3
  Other Services (1)                     -      -          -     -         5.4
     Total                            942.6   14.5%     823.5  19.1%     691.5

Defense Electronics Segment
  Computing Devices International     553.0    8.5%     509.5   4.8%     486.3

     Total Revenue                 $1,495.6   12.2%  $1,333.0  13.2%  $1,177.8

(1)  Consists of revenue from TeleMoney Services and the Company's related
network and computer center operations (collectively, "TeleMoney"), which
were sold in May 1994.





     The following table sets forth the percentage of total revenue by
industry segment, the gross profit of each industry segment as a percentage
of that segment's revenue, and certain items in the consolidated statements
of operations as a percentage of total revenue, for the periods indicated.

                                                 
                                       Years ended December 31,
                                      1996       1995      1994
Revenue:
  Information Services                63.0%      61.8%     58.7%
  Defense Electronics                 37.0%      38.2%     41.3%
     Total Revenue                   100.0%     100.0%    100.0%

Gross Profit:
  Information Services                51.5%      51.4%     51.1%
  Defense Electronics                 22.6%      21.5%     19.5%
  Total Ceridian Gross Profit         40.8%      40.0%     38.0%

Operating Expenses:
  Selling, General &
   Administrative                     22.7%      23.2%     23.3%
  Research & Development               4.6%       4.1%      3.4%
  Other Expense (Income)               0.1%       2.5%     (0.3%)
     Total Operating Expenses         27.5%      29.9%     26.4%

Earnings Before Interest and Taxes    13.3%      10.1%     11.6%
Interest Income (Expense)             (0.2%)     (1.4%)    (1.8%)
Earnings Before Income Taxes          13.1%       8.7%      9.8%
Income Tax Provision                   1.0%       1.4%      1.5%
Net Earnings Before
   Extraordinary Item                 12.2%       7.3%      8.3%
Extraordinary Loss                       -        2.9%        -
Net Earnings                          12.2%       4.4%      8.3%




1996 Compared with 1995

     Revenue.  In Information Services, about half of the revenue growth in
the Human Resources Group ("HRG") was due to acquisitions made during 1996
and to a full year's revenue from the Centre-file business, which was
purchased in October 1995.  Adjusting for these acquisitions and a 1996
decrease in the average annual yield on tax filing deposits, HRG's revenue
increased 9.8% from 1995 to 1996.  Revenue growth computed on this basis
from U.S. payroll processing and tax filing services was 8.5%, largely
reflecting continuing demand for the Company's current generation payroll
product and a higher percentage of payroll customers also purchasing tax
filing services. Revenue growth from tax filing services was restrained
somewhat by a decrease in the average annual yield on tax filing deposits
from 5.95% in 1995 to 5.74% in 1996, although average invested tax filing
balances increased 12.7%.  Because of the significance and interest rate
sensitivity of this investment income, the Company had in effect at
December 31, 1996 interest rate collars aggregating $700 million in
notional amount to reduce interest rate risk for these investments, as
further described in Note M, Commitments and Contingencies, to the
consolidated financial statements.  Revenue increased substantially in
Resumix, due in part to contracts to provide skills management software to
the U.S. Department of Defense.  Revenue growth adjusted for acquisitions
in the other HRG businesses in the U.S. was 14.8% from 1995 to 1996,
primarily reflecting revenue growth in the User Technology and Performance
Partners businesses that was partially offset by decreased revenue in
Tesseract.


                                     18





     Comdata's revenue increase from 1995 to 1996 reflected 11.1% revenue
growth from transportation services and 7.4% revenue growth from gaming
services.  After adjusting for the third quarter 1996 acquisitions of TIC
Financial Systems, Inc. ("TIC Financial") and Transportation Communication
Consulting, Inc. ("Transcom"), which provide funds transfer, permitting and
related services, and the net effect of the March 1995 acquisition of
Trendar Corporation, which provides fuel purchase desk automation systems,
Comdata's revenue from transportation services increased 6.6%.  The
internal revenue growth from transportation services included substantially
increased sales of Trendar systems, a 7.5% increase in funds transfer
transactions with little change in the average revenue per transaction, and
increased sales of telecommunications services.  Partially offsetting these
factors was reduced revenue from permit services, primarily due to
consolidation of permit requirements among states, resulting in fewer
permits to be processed.  Comdata expects that most of the impact of this
consolidation has been experienced.

     Comdata's revenue growth from 1995 to 1996 in gaming services was
primarily attributable to 161.2% growth in the number of ATM cash advance
transactions, largely reflecting the expansion of Comdata's ATM network,
the second quarter 1996 introduction of surcharges in connection with these
ATM transactions, a third quarter 1996 price increase on credit card cash
advance transactions, and an increase in the average size of such
transactions.  The increase in gaming services revenue occurred despite a
decrease of 4.0% in the number of credit card cash advance transactions,
and an increase during 1996 by a major credit card association in the
merchant discount rate on credit card cash advances, which is netted
against revenue.  More generally, the slower revenue growth from gaming
services during 1996 reflects slower growth in the gaming industry
generally and increased use of sources of cash such as ATM machines for
which fees are substantially lower than on credit card cash advances.
These factors may continue to affect this business during 1997.

     Comdata's services for the trucking and gaming industries require it
to process millions of transactions annually over its network.  In 1996,
approximately 57 million transactions were processed, the vast majority
involving the transfer of approximately $10.3 billion of funds.  In
processing these transactions, Comdata depends to a significant degree on
the accuracy of data supplied by its customers and the observance by third
parties involved in the transactions of proper data entry procedures.  In a
very small portion of these transactions, final settlement may not occur,
resulting in Comdata ostensibly receiving unapplied funds.  Final
settlement may fail to occur for a variey of reasons, including the failure
of drafts to clear in the ordinary course of business, Comdata's inability
to match customer remittances with specific transactions or to otherwise
reconcile accounts and/or transactions, and the disproportionate cost of
resolving relatively small dollar amount credit balances.  It is Comdata's
policy to take the amount of such unsettled transactions into revenue as
earned for goods and services rendered if the transactions are not
definitively settled within a period of twelve months through the assertion
of valid claims or otherwise reconciled.  It has been Comdata's experience
that an insignificant number of claims for unsettled funds are asserted
after such twelve month period.  The amount of unsettled transactions
included in Comdata's 1995 and 1996 revenue was $14.2 million and $16.8
million, respectively, with the increase primarily due to an increase in
the volume of transactions processed.  During the first quarter 1997, a
representative of 48 states and the District of Columbia is expected to
begin an examination of whether Comdata's treatment of these unsettled
transactions complies with the unclaimed property laws of those
jurisdictions.  The extent of Comdata's potential liability, if any, to
states under unclaimed property laws or to customers with respect to such
unsettled transactions, or the impact of any future changes in Comdata's
accounting policies with respect to such transactions, is not presently
determinable.

     About $3.4 million of Arbitron's revenue increase from 1995 to 1996
was due to a change in the revenue recognition policy of the Scarborough
Research Partnership ("SRP") related to a decision to transition from
releasing research reports annually to semiannually.  SRP's 1995 revenue
was not restated to the new policy.  After adjusting for the impact of this
change, Arbitron's revenue increased 8.9%.  Revenue from sales of radio
audience measurement services and analytical software, which comprises
about 82% of Arbitron's revenue, increased 7.6%, reflecting an increased
number of stations subscribing for ratings services and purchasing
analytical software applications, and price escalators in multi-year
customer contracts.  The increase in the number of stations that are
Arbitron customers is due in part to consolidation in the radio
broadcasting industry, as some stations have become Arbitron customers upon
their acquisition by a larger broadcasting group.  At the same time,
however, industry consolidation could tend to put pressure on the pricing
of Arbitron's radio ratings service.  Also contributing to the revenue
increase was increased sales of the Scarborough Report, particularly  to
radio, television and cable broadcasters.

     The revenue increase for Computing Devices from 1995 to 1996 was
attributable to a 14.4% revenue increase in its international operations,
which account for a majority of Computing Devices' total revenue.  Revenue
from Computing Devices' U.S. operations increased 1.0%.  The 11.9% revenue
increase in the Canadian operations was primarily due to its ground systems
products, particularly a multi-year contract to develop and produce a light
armored vehicle reconnaissance ("LAV Recce") system.  Revenue from the Iris
contract to provide a communications system to the Canadian Department of



                                     19





National Defence also increased 5.0% from 1995 to 1996, reflecting add-ons
to that contract awarded in 1996.  The 30.4% increase in revenue from the
United Kingdom operations was primarily due to a contract to provide ground
systems for reconnaissance processing.

     Gross Margin.  The Company's gross margin improvement from 1995 to
1996 was due largely to the relatively greater revenue growth in the
Information Services segment, which has higher gross margins, and to the
gross margin increase in Computing Devices, to which each of its geographic
operations contributed.  The increase in Computing Devices' U.S. operations
was due primarily to revenue mix, with a greater portion of 1996 revenue
attributable to completion of certain higher margin production contracts.
The increase in the Canadian operations reflected the transition of the LAV
Recce contract from the development to the production phase as well as an
increased gross margin on the Iris contract.  In the United Kingdom
operations, the increase was due primarily to revenue mix.  Overall gross
margins in Computing Devices' international operations are, however,
generally lower than in the U.S. operations, reflecting a greater
proportion of revenue from contracts with a large subcontractor content,
which tend to have lower gross margins.

     The gross margin for Information Services was little changed from 1995
to 1996, as an increase in HRG was essentially offset by decreases in
Comdata and Arbitron.  The gross margin increase in HRG was due principally
to process improvements that led to a decrease in regulatory charges for
certain penalties and interest absorbed by the STS tax filing operation.
Comdata's increase in costs as a percentage of revenue was due largely to
higher data processing costs, the previously mentioned increase in the
merchant discount rate on certain credit card cash advances, an increase in
agent commissions paid to gaming locations from 47.2% of gaming revenue in
1995 to 47.9% of such revenue in 1996, and greater revenue growth from
lower margin products and services such as fuel desk automation systems and
telecommunications services.  The gross margin decrease in Arbitron
reflected additional costs resulting from the change in SRP's revenue
recognition policy, increased costs resulting from utilizing a larger
sample size in providing radio audience measurements, and efforts required
to transition SRP from annual to semiannual reporting.

     Operating Expenses.  The most significant factor in the decrease in
the Company's operating expenses as a percentage of revenue from 1995 to
1996 was the $29.4 million of other expenses associated with the 1995
acquisition of Comdata.  Apart from this factor, operating expenses for the
Company decreased from 27.7% of revenue in 1995 to 27.5% of 1996 revenue
due to a $10.7 million decrease in expenses not attributed to either
industry segment.  This decrease included lower compensation expense during
1996 associated with the Company's performance restricted stock plan,
reflecting the Company's more favorable stock price performance during
1995, lower than anticipated health and casualty insurance costs and
prescribed accounting for pension costs.  Partially offsetting the impact
of this decrease was the relatively greater revenue growth in Information
Services, which has higher operating expenses as a percentage of revenue
than Computing Devices.  Excluding the effect of the Comdata acquisition
expenses, operating expenses increased as a percentage of revenue in both
Computing Devices (from 14.8% to 15.2%) and in Information Services (from
34.7% to 35.0%) from 1995 to 1996.

     The decrease from 1995 to 1996 in the Company's selling, general and
administrative expenses as a percentage of revenue included a decrease in
Information Services from 29.6% to 29.4% of revenue, an increase in
Computing Devices from 11.4% to 11.8% of revenue, and the previously
described expense reductions not attributed to either industry segment.
The decrease in Information Services reflected a 1.7 percentage point
decrease in selling expense as a percentage of revenue that was mostly
offset by a percentage increase in general and administrative expenses.
The decrease in selling expense as a percentage of revenue in Information
Services was primarily attributable to HRG, due largely to a 1996 change in
the timing of sales commission recognition.  The increase in general and
administrative expense as a percentage of revenue in Information Services
was primarily attributable to acquisitions in HRG and Comdata made during
late 1995 and 1996, the amortization of goodwill and intangibles associated
with those acquisitions, and HRG's increased amortization of capitalized
software (other than the CII payroll software being developed).  The
increase in Computing Devices' SG&A expenses as a percentage of revenue was
attributable to increased selling expense, reflecting efforts to expand
existing products and technologies into new markets.

     The increase from 1995 to 1996 in the Company's research and
development expenses as a percentage of revenue reflected an increase from
4.6% to 5.6% of revenue in Information Services  and a decrease from 3.2%
to 3.0% of revenue in Computing Devices.  The increase in Information
Services was primarily attributable to HRG, reflecting development of
upgrades and enhancements to existing payroll processing, tax filing and
resume tracking software as well as expenditures related to a now
discontinued effort by Tesseract to develop a client/server version of its
proprietary human resource information management software.

     Apart from the previously mentioned $29.4 million in 1995 expenses
related to the Comdata acquisition, other expense in 1995 and 1996
primarily consisted of Arbitron's partner's share of SRP's income and
Computing Devices' share of the losses of a commercial satellite joint
venture.

     Earnings Before Interest and Taxes.  The Company's earnings before
interest and taxes ("EBIT") increased $64.9 million, or 48.2%, from 1995 to
1996.  Information Services' EBIT increased $46.9 million, from 13.2%



                                     20





percent of revenue to 16.5% of revenue.  Computing Devices' EBIT increased
$7.3 million, from 6.6% to 7.4% of revenue.  Also contributing to the
Company's EBIT increase were the previously described expense reductions
not attributed to either industry segment.  Apart from the $29.4 million of
Comdata acquisition expenses and accruals, the Company's EBIT would have
increased $35.5 million, or 21.6%.  Computed on that basis, the Company's
EBIT as a percentage of revenue increased from 12.3% in 1995 to 13.3% in
1996, and Information Services' EBIT increased $17.5 million, but decreased
from 16.8% of revenue to 16.5% of revenue.  Operating margin improvement in
Comdata and Arbitron was offset by an operating margin decrease in HRG.

     Interest Income and Expense.  The $20.0 million decrease in interest
expense from 1995 to 1996 reflected lower levels of debt and lower interest
rates, primarily as a result of the December 1995 refinancing of Comdata's
debt.  The $4.9 million decrease in interest income primarily reflected
lower levels of cash and short-term investments in 1996.

     Taxes and Net Operating Loss Carryforwards.  The decrease in the
Company's income tax provision from $18.7 million in 1995 to $14.3 million
in 1996 represented a reduction in the Company's effective tax rate from
16.1% to 7.3%.  This reduction reflected the Company's ability to utilize
its net operating loss carryforwards for U.S. federal income tax purposes
("NOLs") to offset Comdata's income after its acquisition in December 1995.
Ceridian estimates that it currently has NOLs of approximately $950
million, which may be used, to the extent available, to offset regular
taxable income of the Company during the carryforward period (through
2008).  The Company also has accrued approximately $166 million of expenses
for financial statement reporting purposes which are expected to be
deductible for federal income tax purposes in future taxable years.  If
unused, the Company's NOLs would begin to expire in a modest amount in
1997.

     Under FAS 109, a company that has NOLs is to recognize the future
economic benefit of those NOLs as income for accounting purposes when it is
deemed more likely than not that the holder will generate future U.S.
taxable income over a reasonable period of time in an amount sufficient to
utilize the NOLs.  Although the Company expects that it will utilize its
NOLs prior to their expiration, the substantial losses which the Company
reported in 1992 and 1993 have caused the Company to defer recognition of
the future economic benefit of its NOLs.  The Company periodically assesses
the probability, timing and scope of NOL utilization.

     Section 382 of the Internal Revenue Code of 1986, as amended, contains
complex rules that place an annual limit on the amount of NOLs that a
company may utilize after an "ownership change." Because the amount of the
annual limit is computed by multiplying the equity value of the Company
immediately prior to an ownership change by the then applicable federal
long-term tax exempt rate, the higher the Company's market capitalization
at the time of an ownership change, the higher the resulting annual NOL
limitation applicable to the Company.  Although the Company does not
believe that such an annual limitation on NOLs is currently applicable,
events could occur, either within or outside the control of the Company,
that could cause an ownership change and trigger the limitations of Section
382.

     Extraordinary Loss.  The Company's 1995 extraordinary loss of $38.9
million ($40.5 million on a pre-tax basis) represents costs associated with
the December 1995 repurchase of Comdata's public debt and the cancellation
of Comdata's revolving credit agreement, as described in Note B,
Extraordinary Loss and Restructure Payments, to the consolidated financial
statements.

1995 Compared with 1994

     Revenue.  In Information Services, HRG reported a revenue increase of
28.2%, Comdata an increase of 12.7% and Arbitron an increase of 13.1%.
About 30% of the revenue growth in HRG was due to the purchase of Tesseract
Corporation in June 1994, the purchase of User Technology Services, Inc. in
December 1994, and the October 1995 purchase of the Centre-file business.
Excluding these acquisitions and the additional revenue derived from an
increase in the average annual yield on the investment of payroll tax
filing deposits from 4.24% in 1994 to 5.95% in 1995, HRG's revenue
increased 15.3%.  The majority of this revenue growth was in Employer
Services, primarily reflecting new customer installations for payroll
processing services and growth in the tax filing customer base that
resulted in a 17.8% increase in average invested tax filing balances.
Revenue also increased in Resumix, particularly from software maintenance
products and services.

     Comdata's revenue increase from 1994 to 1995 reflected 11.4% revenue
growth from transportation services and 24.8% revenue growth from gaming
services, increases that were partially offset by the February 1995 sale of
Comdata's retail services division.  After adjusting for the March 1995
acquisition of Trendar, revenue from transportation services increased 4.7%
from 1994 to 1995, reflecting increases in funds transfer revenue of 5.7%
and in telecommunications revenue of 20.5%, which were partially offset by
the discontinuance of certain products and by decreased sales of routing
and scheduling software.  The rate of revenue growth from both funds
transfer and telecommunications services was less than the rate of growth
in the number of transactions processed.  In the case of funds transfer
services, this difference was due largely to a decrease in per transaction
fees for most funds transfer services and greater transaction growth in
lower fee services.  In the case of telecommunications services, the
difference was largely due to rate reductions introduced at the end of 1994
to stimulate transaction growth.  The increase in revenue from gaming
services was primarily attributable to an increase in the number of credit



                                     21





card cash advance transactions at gaming establishments.  The majority of
the gaming transaction growth occurred in gaming locations outside of the
traditional casino markets in Nevada and Atlantic City, and was
attributable to new accounts added during 1994 and 1995.  Also contributing
to Comdata's revenue growth was a $5.5 million increase, from $8.7 million
to $14.2 million, in revenue relating to unsettled transactions, reflecting
an increase in the volume of funds transfer transactions and the
application of this revenue recognition policy to certain categories of
transactions to which it had not previously been applied.

     Arbitron's revenue from radio audience measurement services and
analytical software increased 8.8% due to an increased rate of customer
renewals, a higher percentage of ratings customers also subscribing for
analytical software applications, and price increases related to increases
in the sample size for radio surveys.  The revenue increase from radio was
complemented by a revenue increase resulting from the Company's year-end
1994 exchange of its interest in the Competitive Media Reporting ("CMR")
joint venture for an interest in SRP, with SRP's results thereafter
consolidated with Arbitron's.

     The revenue increase for Computing Devices from 1994 to 1995 was
attributable to its international operations, with revenue from its
Canadian operations increasing 8.7% and revenue from its United Kingdom
operations increasing 30.4%.  Revenue from Computing Devices' U.S.
operations decreased 2.6% in total, but 6.5% after excluding the purchase
of Paragon Imaging, Inc. in December 1994.  The revenue increase in the
Canadian operations was primarily due to its ground systems products, and
particularly the LAV Recce system project, and the Iris contract.  The
revenue increase in the United Kingdom operations in large measure
reflected progress on a multi-year reconnaissance systems contract.

     Gross Margin.  The Company's gross margin improvement from 1994 to
1995 reflected margin improvement in both industry segments, particularly
Computing Devices, and also the relatively greater revenue growth in
Information Services.  The increase in Information Services' gross margin
reflected not only gross margin improvements in Arbitron and HRG, but also
the 1994 sale of TeleMoney, which had a very low gross margin.  Partially
offsetting these factors was a decrease in Comdata's gross margin.
Arbitron's improvement was primarily a function of revenue mix, as low
margin revenue from the sale of commercial monitoring services provided by
CMR did not continue in 1995 as a result of the CMR/SRP transaction, and
higher margin revenue from sales of radio audience measurement services and
analytical software increased.

     The gross margin improvement in HRG was due principally to increased
investment yields on tax filing deposits, generally higher gross margin
(but not operating margin) levels in businesses acquired during 1994 and
1995, and gross margin increases in the smaller businesses in this group.
Offsetting much of this improvement were increased levels of costs in
Employer Services' tax filing and payroll processing operations.  The
increased costs in the tax filing operation were generally associated with
increased staffing to deal with the rapid growth in business volume and an
increase in regulatory charges for certain penalties and interest absorbed
by the tax filing operation.  Factors resulting in increased costs in the
payroll processing operation included difficulties with the transition to
and functioning of a newly established national customer service center and
a 1.5 percentage point decrease in the payroll customer retention rate
during 1994.

     The most significant factors in the decrease in Comdata's gross margin
were the relatively greater increase in revenue from gaming services, which
has a lower gross margin than transportation services revenue, the increase
in agent commissions paid to gaming establishments, and $4.0 million in
1995 balance sheet adjustments that included an increase in bad debt
expense.  Partially offsetting the impact of the foregoing factors was the
February 1995 sale of Comdata's retail services division, which had a very
low gross margin.

     Computing Devices' gross margin increase from 1994 to 1995 was due to
improved gross margins in its U.S. operations, reflecting the completion of
certain contracts, the movement of other contracts from the development
phase into the production phase, and the effects of reduced employment
levels on existing fixed price contracts.

     Operating Expenses.  Excluding the $29.4 million of other expenses
associated with the 1995 acquisition of Comdata, operating expenses for the
Company increased from 26.4% of revenue in 1994 to 27.7% of 1995 revenue.
This increase reflected increases in both industry segments and the
relatively greater revenue growth in Information Services.

     The slight decrease in the Company's SG&A expenses as a percentage of
revenue reflected a decrease in Information Services from 30.6% to 29.6% of
revenue and a $3.2 million decrease in such expenses not attributed to
either industry segment, factors that were substantially offset by the
revenue mix issue noted earlier and an increase in Computing Devices' SG&A
expenses from 10.7% to 11.4% of revenue.  Information Services' selling
expense as a percentage of revenue decreased 1.2 percentage points,
primarily reflecting increased concentration of HRG's sales and marketing
efforts on medium and large employers and increased revenue with which
there is associated a lesser percentage of selling expense, such as revenue
attributable to increased interest rates on tax filing deposits.  General
expense was essentially unchanged as a percentage of revenue for
Information Services despite increased amortization of goodwill and other
intangible assets due to acquisitions made during 1994 and 1995, and
Comdata's 1995 write-off of $1.9 million of goodwill related to the 1994
acquisition of a developer of routing and scheduling software.  The



                                     22





comparative general and administrative expenses for the Company as a whole
were also affected by an increase in compensation expense of $5.4 million
during 1995 associated with the Company's performance restricted stock
plan, primarily as a result of the Company's favorable stock price
performance during 1995.  Also contributing to the increase in Computing
Devices' SG&A expenses were increased amortization expense attributable to
the December 1994 acquisition of Paragon Imaging and expenditures related
to quality improvement programs.

     R&D expense increased from 2.5% to 3.2% of revenue in Computing
Devices from 1994 to 1995, and from 4.1% to 4.6% of revenue in Information
Services over the same period.  The increase in Computing Devices primarily
involved expenditures to upgrade and enhance existing technologies, while
the increase in Information Services was largely due to the June 1994
acquisition of Tesseract and 1995 charges related to development costs in
connection with Comdata's Windows-based management information software for
trucking companies.

     Earnings Before Interest and Taxes.  The Company's earnings before
interest and taxes ("EBIT") decreased $2.0 million, or 1.5%, from 1994 to
1995.  Information Services' EBIT decreased $8.1 million, from 16.9%
percent of revenue to 13.2% of revenue.  Partially offsetting this decrease
was a $3.1 million increase in Computing Devices' EBIT, from 6.3% to 6.6%
of revenue, and a small decrease in expenses not allocated to either
industry segment.  Apart from the $29.4 million of Comdata acquisition
expenses and accruals, the Company's EBIT would have increased $27.4
million, or 20.0%.  Computed on that basis, the Company's EBIT as a
percentage of revenue increased from 11.6% in 1994 to 12.3% in 1995, and
Information Services' EBIT as a percentage of revenue decreased slightly
from 16.9% to 16.8%, reflecting operating margin improvement in HRG that
was offset by operating margin decreases in Comdata, due in large measure
to the 1995 balance sheet adjustments, and to a much lesser degree in
Arbitron.

     Interest Income and Expense.  The $1.4 million increase in interest
income from 1994 to 1995 primarily resulted from higher interest rates
during 1995.  The $1.6 million decrease in interest expense from 1994 to
1995 generally reflected slightly lower debt levels during the year.

     Taxes and Net Operating Loss Carryforwards.  The Company's income tax
provision increased from $17.5 million in 1994 to $18.7 million in 1995.
Amounts in these years primarily represent tax charges related to Comdata
prior to its acquisition by Ceridian.  Comdata's pre-acquisition effective
tax rate increased during 1994 as a result of the utilization of most of
Comdata's NOLs.

Financial Condition

     The Company's cash and short-term investments increased from $151.7
million at December 31, 1995 to $169.2 million at December 31, 1996.
Approximately $97 million of the Company's cash and short-term investments
at December 31, 1996 were the U.S. dollar equivalent of unhedged Canadian
dollar cash and short-term investments held by the Company's Canadian
subsidiary.  The Company does not expect this balance in Canada to decrease
substantially during 1997.  Cash balances can also be significantly
affected by the particular day of the week on which the applicable
accounting period ends, primarily because of the large volume of weekend
transactions in Comdata's gaming business.  Because 1996 ended on a
Tuesday, cash balances from this source were at a weekly high point.

     During 1996, operating cash flows provided $212.5 million of cash,
compared to $192.2 million in 1995 and $62.5 million in 1994.  Reflected in
the $14.4 million of cash utilized in 1996 in connection with working
capital items were a $16.5 million increase in inventories, primarily in
Computing Devices' U.S. and United Kingdom operations, and a $15.8 million
decrease in deferred income, primarily in connection with closeouts of
contracts in Computing Devices' U.S. operations, partially offset by a
$20.8 million increase in customer advances, primarily reflecting Computing
Devices' receipt of customer advances as a result of achieving a
performance milestone under the Iris contract.  Information regarding cash
outlays associated with restructuring reserves is contained in Note B,
Extraordinary Loss and Restructure Payments, to the consolidated financial
statements.

     Investing activities utilized $126.9 million of cash during 1996,
including expenditures of $52.7 million for capital assets, principally in
HRG and Computing Devices, and $47.8 million for software and development
costs, principally in HRG.  The largest component of the latter amount was
$39.4 million in costs, which are incremental to normal operations, of the
CII payroll processing software development effort in HRG.  The net amount
of these capitalized costs for the CII project at December 31, 1996 was $83.6
million.  Investing activities in 1996 also included $36.4 million spent
for business acquisitions and investments in or advances to entities in
which the Company has a minority equity interest (see Note J, Investing
Activity, to the consolidated financial statements).  Partially offsetting
these 1996 expenditures was $9.3 million in cash received from the sale of
surplus facilities.

     The Company's capital expenditures presently planned for 1997 total
approximately $60-$65 million, with the largest portion of the increase
over the 1996 level of spending expected in HRG.  Planned capital
expenditures for 1997 generally involve equipment and leasehold
improvements to expand and improve HRG's service delivery capabilities,
including a relocation of the Centre-file operations in the United Kingdom,
and routine replacements and upgrades for existing equipment and systems.
The Company also expects to capitalize in 1997 approximately $45-$50



                                     23





million of software development and related costs, about three-fourths of
which would be to continue the CII project and the balance of which would
involve various purchased software and internally developed software
projects, most involving HRG's payroll processing and tax filing
operations.

     Financing activities utilized $68.1 million of cash during 1996, due
principally to the repayment of $60.0 million under the Company's domestic
revolving credit facility, $18.2 million spent to repurchase 391,514 shares
of Ceridian common stock (at an average price of $46.39 per share), and the
payment of $13.0 million in dividends on the Company's 5 1/2% Preferred
Stock.  The 5 1/2% Preferred Stock was converted into shares of Ceridian
common stock in December 1996, eliminating this dividend requirement for
future periods.  Partially offsetting these uses of cash was the receipt of
$23.7 million of cash from the exercise of stock options.  The stock
repurchases were pursuant to a plan approved in 1994 to repurchase up to
2,000,000 shares of Ceridian common stock, as described in Note H, Stock
Plans, to the consolidated financial statements..

     The portion of the Company's revenue derived from operations outside
of the U.S. (Computing Devices' operations in Canada and the United Kingdom
and the Centre-file payroll business in the United Kingdom) has increased
from 21.9% in 1994 to 22.2% in 1995 and 24.5% in 1996.  Despite this trend,
the Company believes that its foreign currency exposure is relatively small
and largely limited to a risk that profits of its overseas operations
denominated in Canadian dollars or pounds sterling will be worth less in
U.S. dollars if those currencies weaken against the U.S. dollar.

     In December 1995, Ceridian concluded a $325 million revolving credit
facility with a commercial bank syndicate.  The credit facility is
unsecured but is guaranteed by Comdata and its Comdata Network subsidiary,
and has a final maturity of November 30, 1998.  The full amount of the
credit facility may be utilized for revolving loans and up to $75 million
of the credit facility may be used to obtain standby letters of credit.
The credit facility was utilized to finance the December 1995 repurchase of
Comdata's public debt.  The pricing of the credit facility for both loans
and letters of credit is determined based on the Company's senior unsecured
debt ratings.  As the result of a September 1996 increase in the Company's
senior unsecured long-term debt rating to BBB-, the applicable interest
rate under the credit facility decreased slightly effective October 1,
1996, and was approximately 6.0% at December 31, 1996.  At that same date,
there were $135 million in revolving loans and $1.4 million in letters of
credit outstanding under the facility.

     Under the terms of the credit facility, Ceridian must satisfy various
financial tests on a consolidated basis.  The Company must maintain a
minimum consolidated net worth which is subject to increase based on the
Company's consolidated net earnings after December 31, 1995 and certain
equity contributions to the Company after the same date.  The Company is
also required to maintain a fixed charge coverage ratio of 2.25 to 1 on a
rolling four quarters basis (the ratio was 7.04 to 1 at December 31, 1996),
and to limit consolidated debt to three times earnings before interest,
taxes, depreciation and amortization ("EBITDA") minus capital expenditures
on a rolling four quarters basis (the permitted debt ratio was 0.9 to 1 at
year end 1996).  The credit facility also limits liens, contingent
obligations, operating leases, minority equity investments and
divestitures.  At December 31, 1996, the Company was in compliance with all
covenants contained in the credit facility, and would have been entitled to
avail itself of an additional $336 million of borrowing under the permitted
debt covenant in the credit facility.

     The Company's liquidity needs are expected to be met from existing
cash balances, cash flow from operations and borrowings under the credit
facility.  Given the expected negative arbitrage between the interest rates
applicable to the Company's cash balances and interest rates under the
credit facility, the Company expects that it will continue to utilize
excess cash to reduce amounts outstanding under the credit facility.  The
Company may also utilize cash from these sources to make acquisitions.  The
Company expects to remain active in this regard and to concentrate its
acquisitions in areas related to or which complement the Information
Services segment.  In structuring any such acquisitions, the Company would
seek to emphasize the use of its common stock as acquisition consideration
in order to make pooling-of-interests accounting treatment available.

1997 Financial Outlook

     The Company's revenue and earnings expectations for 1997 could be
adversely affected by a variety of factors, including those discussed
below.

     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.  While Comdata will seek to offset the estimated $6
million 1997 impact of the previously described increase by a major credit
card association in the merchant discount rate applied to credit card cash
advances, 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 that
the CII software is a viable base for use 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



                                     24





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 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 during 1997.
Although the Company may install a limited number of customers, most likely
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 HRG or the full recoverability of its
investment in the CII development project.

     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 interest rate collar
transactions, as previously described.  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 could tend
to 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 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.  Assuming no ownership change
during 1997 that would impose a restrictive limitation on the Company's
ability to utilize its NOLs and no recognition during 1997 of the future
economic benefits of NOLs under FAS 109, the Company estimates that its
effective tax rate during 1997 will be approximately 7%, primarily
reflecting state and foreign taxes.

     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 the Company's revenue derived from its overseas operations.
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,
adverse determinations or other effects of legal and administrative
proceedings now pending or that may be instituted in the future, including
a state-sponsored examination of Comdata's compliance with various
unclaimed property laws that is expected to begin in the first quarter of
1997.



                                     25





Report of Management

The consolidated financial statements and other related financial
information of Ceridian published in this Annual Report were prepared by
Company management, which acknowledges its responsibility therefor.  Such
statements and information were prepared in accordance with generally
accepted accounting principles and were necessarily based in part on
reasonable estimates, giving due consideration to materiality.
  Ceridian maintains a system of internal controls which, in the opinion of
management, provides reasonable assurance that assets are adequately
safeguarded, that financial records accurately reflect all transactions and
can be relied upon in all material respects in the preparation of financial
statements, and that the Company's business is conducted in compliance with
its policy on business ethics.  The control system is supported by written
policies and procedures, and its effectiveness is monitored by a regular
program of internal auditing.
  Our independent auditors, KPMG Peat Marwick LLP, in their audit of
Ceridian's consolidated financial statements, considered the internal
control structure of the Company to gain a basic understanding of the
accounting system in order to design an effective and efficient audit
approach, not for the purpose of providing assurance on the system of
internal control.
  The Audit Committee, consisting of outside directors, is responsible to
the Board of Directors for reviewing the financial controls and reporting
practices and for recommending appointment of the independent auditors.
The committee meets periodically with representatives of the internal audit
department and the independent auditors, both with and without Ceridian
management being present.


/s/Lawrence Perlman
Lawrence Perlman
Chairman, President and
Chief Executive Officer


/s/J R Eickhoff
John R. Eickhoff
Executive Vice President and
Chief Financial Officer



                                     26





Independent Auditors' Report

The Board of Directors and Stockholders of
Ceridian Corporation:
We have audited the accompanying consolidated balance sheets of Ceridian
Corporation and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations and cash flows for each of
the years in the three-year period ended December 31, 1996.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.  We did not audit
the balance sheet as of December 31, 1995 and related statements of
operations and cash flows for the years ended December 31, 1995 and 1994 of
Comdata Holdings Corporation, a wholly-owned subsidiary, which statements
reflect total assets constituting 29 percent at December 31, 1995 and total
revenues constituting  21 percent in both 1995 and 1994 of the related
consolidated totals.  Those statements were audited by other auditors whose
report has been furnished to us, and our opinion, insofar as it relates to
the balance sheet as of December 31, 1995 and related statements of
operations and cash flows for the years ended December 31, 1995 and 1994
for Comdata Holdings Corporation, is based solely on the report of the
other auditors.
  We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
and the report of the other auditors provide a reasonable basis for our
opinion.
  In our opinion, based on our audits and the report of the other auditors,
the consolidated financial statements referred to above present fairly, in
all material respects, the financial position of Ceridian Corporation and
subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally accepted
accounting principles.


/s/KPMG Peat Marwick LLP
KMPG Peat Marwick LLP
Minneapolis, Minnesota
January 23, 1997, except as to
Note N - Age Discrimination Litigation, which is as of
     March 5, 1997.



                                     27






Consolidated Statements of Operations    (Dollars in millions, except per share data)


                                                               
                                                    Years Ended December 31,
                                                  1996        1995        1994
Revenue
  Product sales                                 $  620.8    $  562.8    $  528.0
  Services                                         874.8       770.2       649.8
     Total                                       1,495.6     1,333.0     1,177.8
Cost of revenue
  Product sales                                    440.3       411.0       406.1
  Services                                         444.6       389.3       323.6
     Total                                         884.9       800.3       729.7
Gross profit                                       610.7       532.7       448.1
Operating expenses
  Selling, general and  administrative             339.6       309.9       274.1
  Research and development                          69.4        54.5        40.5
  Other expense (income)                             2.1        33.6        (3.2)
Earnings before interest and taxes                 199.6       134.7       136.7
  Interest income                                    7.2        12.1        10.7
  Interest expense                                 (10.6)      (30.6)      (32.2)
Earnings before income taxes                       196.2       116.2       115.2
Income tax provision                                14.3        18.7        17.5
Earnings before extraordinary item                 181.9        97.5        97.7
Extraordinary loss                                    -         38.9           -
Net earnings                                    $  181.9    $   58.6    $   97.7
Primary earnings per share
  Before extraordinary item                     $   2.39    $   1.22    $   1.25
  Net earnings                                  $   2.39    $   0.66    $   1.25
Fully diluted earnings per share
  Before extraordinary item                     $   2.25    $   1.22    $   1.25
  Net earnings                                  $   2.25    $   0.66    $   1.25
Shares used in calculations (in thousands)
  Primary                                         70,585      69,352      67,626
  Fully diluted                                   80,969      79,736      78,010
See notes to consolidated financial statements.




                                        28





Consolidated Balance Sheets          (Dollars in millions, except per share data)

                                                                    
                                                                   December 31,
                                                                 1996        1995
ASSETS
Current assets
Cash and equivalents                                          $  169.2    $  151.7
Trade and other receivables
    Trade, less allowance of $11.4 and $12.4                     259.5       278.9
    Unbilled                                                     111.5        86.5
    Other                                                         11.0         7.4
         Total                                                   382.0       372.8
Inventories                                                       47.6        30.4
Other current assets                                              14.8        15.9
         Total current assets                                    613.6       570.8
Investments and advances                                          13.7         6.9
Property, plant and equipment, net                               129.0       120.9
Goodwill and other intangibles, net                              282.6       262.6
Software and development costs, net                              110.4        72.6
Prepaid pension cost                                              99.5        88.6
Other noncurrent assets                                            2.3         3.7
         Total assets                                         $1,251.1    $1,126.1
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term debt and current portion of long-term obligations  $    2.0    $    4.6
Accounts payable                                                  52.8        54.4
Drafts and settlements payable                                   138.4       146.3
Customer advances                                                 99.4        73.7
Deferred income                                                   74.3        90.1
Accrued taxes                                                     75.8        68.7
Employee compensation and benefits                                73.5        63.6
Restructure reserves, current portion                             14.9        19.2
Other accrued expenses                                            93.7        85.0
         Total current liabilities                               624.8       605.6
Long-term obligations, less current portion                      142.1       205.3
Deferred income taxes                                              7.7         7.1
Restructure reserves, less current portion                        42.0        51.2
Employee benefit plans                                            73.3        78.7
Deferred income and other noncurrent liabilities                  14.9        28.2
Stockholders' equity
5 1/2% Cumulative Convertible Exchangeable Preferred Stock          -          4.7
Common Stock, $.50 par, authorized 200,000,000 shares,
    issued 79,789,627 and 67,325,372                              39.9        33.7
Additional paid-in capital                                     1,123.4     1,106.6
Accumulated deficit                                             (798.7)     (963.9)
Other stockholders' equity items                                 (18.3)      (31.1)
         Total stockholders' equity                              346.3       150.0
Total liabilities and stockholders' equity                    $1,251.1    $1,126.1
See notes to consolidated financial statements.






                                             29







Consolidated Statements of Cash Flows      (Dollars in millions, except per share data)

                                                                                 

                                                                        Years Ended December 31,
                                                                       1996      1995       1994
Cash Flows from Operating Activities
Net earnings                                                         $181.9    $ 58.6     $ 97.7
Adjustments to reconcile net earnings to net
   cash provided by (used for) operating activities:
      Extraordinary loss                                                  -      38.9          -
      Restructure reserves utilized                                   (14.9)    (18.2)     (53.7)
      Depreciation and amortization                                    73.9      63.4       42.3
      Other                                                           (14.0)      3.1        6.3
      Decrease (Increase) in trade and other receivables                0.7     (73.1)     (61.7)
      Decrease (Increase) in other current assets                     (14.5)     (9.4)       7.9
      Increase (Decrease) in customer advances and deferred income      4.9      52.7        2.6
      Increase (Decrease) in drafts and settlements payable            (7.9)     34.2       38.0
      Increase (Decrease) in other current liabilities                  2.4      42.0      (16.9)
      Net cash provided by (used for) operating activities            212.5     192.2       62.5
Cash Flows from Investing Activities
Expended for property, plant and equipment                            (52.7)    (53.0)     (45.9)
Expended for software and development costs                           (47.8)    (51.2)     (13.5)
Short-term investments                                                    -      54.6       48.8
Proceeds from sales of businesses and assets                            9.3       6.4       33.5
Expended for business acquisitions, less cash acquired                (36.4)    (76.8)     (69.0)
Collection of notes from asset sales                                    0.7      10.6        0.5
      Net cash provided by (used for) investing activities           (126.9)   (109.4)     (45.6)
Cash Flows from Financing Activities
Revolving credit and overdrafts, net                                  (60.0)    193.9      (13.5)
Retirement of public debt                                                 -    (244.4)         -
Borrowings of other debt                                                  -       2.6          -
Repayment of other debt                                                (7.1)    (15.1)      (2.2)
Sale of 5 1/2% Preferred Stock                                            -         -       15.5
Preferred dividends                                                   (13.0)    (13.0)     (13.0)
Proceeds from exercise of stock options and other                      12.0       6.9        4.6
      Net cash provided by (used for) financing activities            (68.1)    (69.1)      (8.6)
      Effect of exchange rate changes on cash                             -       0.2       (0.3)
Net Cash Flows Provided (Used)                                         17.5      13.9        8.0
Cash and equivalents at beginning of year                             151.7     137.8      129.8
Cash and equivalents at end of year                                  $169.2    $151.7     $137.8
See notes to consolidated financial statements.



                                                                        Years Ended December 31,
Interest and Income Taxes Paid (Refunded)                              1996      1995       1994
Interest paid                                                        $ 10.8    $ 28.4     $ 29.2
Income taxes paid                                                    $  7.9    $ 15.3     $ 12.5
Income taxes refunded                                                $(11.6)   $ (2.7)    $ (2.2)





                                             30







          Index to Notes
31        A.   Accounting Policies
34        B.   Extraordinary Loss and
               Restructure Payments
34        C.   Supplementary Data to
               Statements of Operations
35        D.   Income Taxes
36        E.   Capital Assets
36        F.   Stockholders' Equity
38        G.   Retirement Plans
40        H.   Stock Plans
42        I.   Financing Arrangements
43        J.   Investing Activity
44        K.   Segment Data
45        L.   Leasing Arrangements
               as Lessee
46        M.   Commitments and
               Contingencies
47        N.   Legal Matters


A.  Accounting Policies

Basis of Consolidation
The consolidated financial statements of Ceridian Corporation
("Ceridian" or the "Company") include the accounts of all majority
owned subsidiaries.
  Investments in other affiliated companies where Ceridian has
significant influence are accounted for by the equity method.  Other
investments are accounted for by the cost method.
  All material intercompany transactions have been eliminated from the
consolidated financial statements.

Stock-Based Compensation
The Company has adopted the disclosure-only provisions of FAS 123,
"Accounting for Stock-Based Compensation," effective for 1996, whose
disclosures are presented in Note H, "Stock Plans."  Accordingly, the
Company continues to account for stock-based compensation under APB
Opinion No. 25 and related interpretations.  Therefore, compensation
expense is not recorded with respect to the Company's fixed stock
option and employee stock purchase plans, and compensation expense for
performance restricted awards is recorded based on the stock price at
time of vesting or at the most recent year-end stock price for
estimated future vestings.

Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could differ
from those estimates.

Changes in Presentation
In certain cases, prior year amounts have been reclassified to conform
to the current year's presentation.

Cash and Short-Term Investments
Investments which are readily convertible to cash within three months
of purchase are classified in the balance sheet as cash equivalents.
Investments, if any, with longer maturities are considered available-
for-sale under FAS 115 and reported in the balance sheet as short-term
investments.

Property, Plant and Equipment
Property, plant and equipment are carried at cost and depreciated for
financial statement purposes using straight-line and accelerated
methods at rates based on the estimated lives of the assets, which are
generally as follows:

Buildings                  40-50 years
Building improvements       5-20 years
Machinery and equipment     3-8  years
Computer equipment          3-6  years

  Repairs and maintenance are expensed as incurred.  Gains or losses
on dispositions are included in results of operations.


                                  31





Goodwill and Other Intangibles
Goodwill, which represents the excess purchase price over the fair
value of net assets of businesses acquired, is assigned to operating
units based on the benefits derived from the acquisition and amortized
on a straight-line basis over the expected periods to be benefited,
ranging up to 40 years.
  Other intangible assets represent amounts assigned to intangible
assets at the time of a purchase acquisition and includes such items
as customer lists and bases, technology, covenants not to compete,
trademarks and other rights.  Such costs are generally amortized on a
straight-line basis over periods ranging up to 20 years.
  Recorded amounts are regularly reviewed and recoverability assessed.
The review considers factors such as whether the amortization of the
goodwill and other intangibles balance for each business segment over
its remaining life can be recovered through forecasted results of
future operations.

Software and Development Costs
The Company capitalizes purchased software which is ready for service
and software development costs incurred from the time technological
feasibility of the software is established until the software is ready
for use to provide processing services to customers.  Research and
development costs and other computer software maintenance costs
related to software development are expensed as incurred.  Software
development costs related to the software which will become an
integral part of the Company's revenue producing payroll processing
system ("CII") will be amortized using the straight-line method
generally over seven years after being placed in service. The
remaining software development costs and costs of purchased software
are amortized using the straight-line method over a maximum of three
to five years or the expected life of the product, whichever is less.
  The carrying value of a software and development asset is regularly
reviewed by the Company, and a loss is recognized when the net
realizable value falls below the unamortized cost.

Earnings (Loss) Per Share
Primary earnings per share is calculated by dividing the net earnings
after reduction for preferred dividends  by the weighted average of
outstanding common stock and common stock equivalents.  When the
result would be a loss per share, equivalents are ignored.  Common
stock equivalents includes the impact of outstanding dilutive stock
options and restricted stock.  Fully diluted earnings per share
assumes that any outstanding convertible preferred stock was converted
to common shares at the beginning of the reporting period.  Therefore,
the calculation uses net earnings without reduction for preferred
stock dividends divided by weighted average common shares and common
share equivalents plus the additional common shares which would have
resulted from the assumed conversion.  When the fully diluted amount
is more favorable than the primary amount, only the primary amount may
be reported.

Income Taxes
The provision for income taxes is based on income recognized for
financial statement purposes and includes the effects of temporary
differences between such income and that recognized for tax return
purposes. The Company and its eligible subsidiaries file a consoli-
dated U.S. federal income tax return.  Certain subsidiaries which are
consolidated for financial reporting are not eligible to be included
in the consolidated U.S. federal income tax return and separate
provisions for income taxes have been determined for these entities.
The tax benefit of losses from U.S. operations in prior years has been
provided as the losses are utilized.
  Except for selective dividends, Ceridian intends to reinvest the
unremitted earnings of its non-U.S. subsidiaries and postpone their
remittance indefinitely.  Accordingly, no provision for U.S. income
taxes was required on such earnings during the three years ended
December 31, 1996.

Revenue Recognition
Revenue from product sales is related primarily to fixed price, long-
term contracts with government customers and is recognized on a
percentage of completion basis.  Percentage of completion is
determined by reference to the extent of contract performance, future
performance risk and cost incurrence.  Costs and estimated earnings in
excess of billings on uncompleted contracts are reported as unbilled
receivables, a portion of which represents a holdback reserve which is
billable as allowed under the contract terms. Contracts in progress
are reviewed quarterly, and sales and earnings are adjusted in current
accounting periods based on revisions in contract value and estimated
costs at completion.  Provisions for estimated losses on contracts are
recorded when identified.



                                  32





  Revenue from sales of services is recognized when the services are
performed and billable, except for the portion of Employer Services tax
filing revenue which is recognized as earned from the investment of
customer deposits and services provided by Comdata.
  Revenue from Comdata funds transfer and regulatory permit services
consists of the transaction fees charged to customers.  Such revenue
does not include the costs of goods and services for which funds are
advanced by Comdata (e.g., fuel purchased, permit provided or face
amount of the Comchek, purchased and cashed).  However, Comdata pays
the issuing agent (e.g., truck stop, casino or state agency) for the
full cost of the goods and services provided and, accordingly, bills
the customer for such cost as well as the transaction fee.  As a
result, the Company's accounts receivable includes both the cost of the
goods and services purchased and the transaction fees.  The Company's
drafts and settlements payable includes the amount due to the issuing
agent for the cost of the goods and services.  Revenue is recognized
for the amount of the transaction fee at the time the goods and
services are purchased.
  In a very small portion of Comdata funds transfer transactions,
final settlement may not occur, resulting in Comdata ostensibly
receiving unapplied funds that are carried as credits to accounts
receivable or as unsettled drafts payable. Final settlement may fail
to occur for a variety of reasons, including the failure of drafts to
clear in the ordinary course of business, Comdata's inability to match
customer remittances with specific transactions or to otherwise
reconcile accounts and/or transactions, and the disproportionate cost
of resolving relatively small dollar amount credit balances.
Comdata's policy is to take the amount of such unsettled transactions
into revenue as earned for goods and services rendered if the
transactions are not definitively settled within a period of twelve
months through the assertion of valid customer claims or otherwise
reconciled.

Inventories
Inventories consist primarily of electronic components which are
purchased in anticipation of funding for specific contracts and
programs and are stated at the lower of first-in, first-out actual
cost or net realizable value.  Although inventories include costs
related to long-term contracts, most of the inventoried costs are
expected to be charged to cost of sales within one year.  Payments
received in advance of billings on long-term contracts are recorded as
a liability for customer advances until contract milestones are
accomplished.

Payroll Tax Filing Services
In connection with Ceridian's payroll tax filing services, the Company
collects funds for payment of taxes due, holds such funds in trust
until payment is due, remits the funds to the appropriate taxing
authority, files federal, state and local tax returns, handles related
regulatory correspondence and amendments, and selectively absorbs
regulatory charges for certain penalties and interest.  For such
services, the Company derives its payroll tax filing revenue from fees
charged and from investment income it receives on tax filing deposits
temporarily held pending remittance on behalf of customers to taxing
authorities.  The trust invests primarily in high quality
collateralized short-term investments or top tier commercial paper.
The trust also invests in U.S. Treasury and Agency securities, AAA
rated asset-backed securities and corporate securities rated A3/A- or
better.  The amount of collected but unremitted funds varies
significantly during the year and averaged $1,151.1 in 1996, $1,021.6
in 1995 and $867.5 in 1994. The amount of such funds at
December 31, 1996 and 1995, was $1,523.9 and $1,456.1, respectively.

Translation of Foreign Currencies
Local currencies have been determined to be functional currencies for
the Company's international operations.  Foreign currency balance
sheets are translated at the end-of-period exchange rates and earnings
statements at the average exchange rates for each period.  The
resulting translation gains or losses are recorded as "foreign
currency translation adjustment" in the stockholders' equity section
of the balance sheet.  Gains and losses from translation of assets and
liabilities denominated in other than the functional currency of the
operation are recorded in results of operations as "other expense
(income)."  Canadian operations include a significant number of
contracts which either provide for exchange rate adjustments or are
denominated in the U.S. dollar, which benefits the management of
exchange rate risk.



                                  33





B. Extraordinary Loss and Restructure payments

Extraordinary Loss
In December 1995, the Company recorded an extraordinary loss of $38.9
due to early retirement of debt acquired in the Comdata acquisition,
as further described in Note I.  The loss, which is net of an income
tax benefit of $1.6, includes $6.9 to write-off unamortized debt issue
costs and $33.6 for the direct costs of the tender offers and
defeasance arrangements, premiums paid, and interest expense related
to the defeased amount.

Restructure Payments
The accompanying table summarizes the cash payments made during the
three-year period ended December 31, 1996 with respect to the
Company's restructuring reserves.

                                             
                                    Years Ended December 31,
Restructure Payments                1996     1995      1994
Severance and related costs        $ 2.6    $ 2.0     $14.7
Equipment lease termination          0.6      0.8       4.9
Vacant space                         6.8      9.0      16.8
Costs to dispose of businesses       0.5      1.0       6.6
Legal costs                          2.3      1.5       4.3
Environmental costs                  1.2      1.4       1.2
Duplicate processing and support     0.8      1.5       3.2
Other                                0.1      1.0       2.0
Total                              $14.9    $18.2     $53.7





  Of the $56.9 million of restructuring reserves expected to require
cash outlays after 1996, the largest portions relate to obligations
with respect of vacant space (generally payable during 1997-1999), the
obligation to indemnify the purchaser of the Company's former disk
drive manufacturing subsidiary against certain environmental
remediation costs (expected to be payable over ten years or more), and
defense or settlement costs related to age discrimination litigation
involving the Company as further described in Note N.




C. Supplementary Data to Statements of Operations

                                                                       
                                                              Years Ended December 31,
Other Expense (Income)                                          1996    1995     1994
Foreign currency translation expense (income)                 $ (1.2)  $  _     $  _
Loss (Gain) on sale of assets                                   (0.4)    1.0      0.6
Other expense (income)                                          (0.8)   (1.2)    (2.9)
Minority interest and equity in operations of affiliates         4.4     4.1     (0.9)
Pooling expense                                                  0.1    29.7       _
Total                                                         $  2.1   $33.6    $(3.2)





                                  34




D.  Income Taxes

The cumulative amount of undistributed earnings of international
subsidiaries for which U.S. income taxes have not been provided was
approximately $47.4  at December 31, 1996.  It is not practical to
estimate the amount of unrecognized deferred U.S. taxes on these
undistributed earnings.
  Under tax sharing agreements existing at the time of the disposition
of certain former operations of the Company, Ceridian remains subject
to income tax audits in various jurisdictions for the years 1985-1992.
Ceridian considers its tax accruals adequate to cover any U.S. and
international tax deficiencies not recoverable through deductions in
future years.
  The Company has U.S. net operating loss carryforwards and future tax
deductions of  $950.1 and $165.7, respectively, which will be
available to offset regular taxable U.S. income during the
carryforward period (through 2008). The tax benefits of these items
are reflected in the accompanying table of deferred tax assets and
liabilities.  If not used, these carryforwards begin to expire with a
nominal amount in 1997.  U.S. tax rules impose limitations on the use
of net operating loss carryforwards following certain changes in
ownership.  If such a change were to occur with respect to the
Company, the limitation could reduce the amount of benefits that would
be available to offset future taxable income each year, starting with
the year of ownership change.  Included in the deferred tax asset and
valuation allowance is $25.8 resulting from the exercise of stock
options.  The related benefit will be included as additional paid-in
capital.

                                                  
Components of Earnings and Taxes        1996        1995        1994
Earnings Before Income Taxes
 U.S.                              $   173.4   $    98.1   $   100.0
 International                          22.8        18.1        15.2
    Total                          $   196.2   $   116.2   $   115.2
Income Tax Provision
 Current
   U.S.                            $     3.1   $    11.7   $    10.2
   International                         9.1         7.9         3.1
   State and other                       2.2         0.4         2.0
                                        14.4        20.0        15.3
 Deferred
   U.S.                                  0.8           _           _
   International                        (1.3)       (1.3)        2.2
   State and other                       0.4           _           _
                                        (0.1)       (1.3)        2.2
    Total                          $    14.3   $    18.7   $    17.5

Effective Rate Reconciliation           1996        1995        1994
U.S. statutory rate                       35%         35%         35%

Income tax provision at
   U.S. statutory rate             $    68.7   $    40.7   $    40.3
International rate differences          (1.3)       (0.9)       (0.7)
State income taxes, net                  2.6         0.4         2.0
Losses and expenses with no
  tax benefit                            1.5         1.6         1.2
Utilization of loss carryforwards      (61.0)      (24.7)      (26.2)
Other                                    3.8         1.6         0.9
          Income tax provision     $    14.3   $    18.7   $    17.5




Tax Effect of Items That Comprise a Significant Portion of
 Deferred Tax Assets and Liabilities at December 31, 1996

                                          
                                    Deferred      Deferred
Item Description                         Tax           Tax
                                       Asset     Liability
Net operating loss carryforwards   $   362.3    $      _
Restructuring and other accruals        71.8           _
Employment related accruals            (12.0)          _
Capitalized software                   (33.6)          _
International                             _           (8.8)
Other                                   39.1          (1.9)
          Total                        427.6         (10.7)
Less valuation allowance              (427.6)          _
Deferred income taxes              $      _     $    (10.7)
Current                                         $     (3.0)
Noncurrent                                            (7.7)
          Total                                 $    (10.7)

The net deferred tax asset at December 31, 1996, is fully
offset by a valuation allowance.  During 1996, both the
deferred tax asset and the valuation allowance decreased by
$70.3.  The decrease is primarily due to profitable
operations and a lower tax rate.  The amount of the
valuation allowance is reviewed periodically.






                                  35





E. Capital Assets

                                                   
                                                  December 31,
                                                 1996        1995
Property, Plant and Equipment
Land                                         $    2.6    $    3.0
Machinery and equipment                         271.2       236.0
Buildings and improvements                       77.7        79.4
Construction in progress                          0.5         4.9
                                                352.0       323.3
Accumulated depreciation                       (223.0)     (202.4)
Property, plant and equipment, net           $  129.0    $  120.9

Goodwill and Other Intangibles
Goodwill                                     $  250.0    $  220.3
Accumulated amortization                        (40.1)      (27.6)
Goodwill, net                                   209.9       192.7
Other intangible assets                          85.0        78.8
Accumulated amortization                        (12.3)       (8.9)
Other intangibles, net                           72.7        69.9
Goodwill and other intangibles, net          $  282.6    $  262.6
Software and Development Costs
Purchased software                           $   40.8    $   34.0
CII development cost                             83.6        44.2
Other software development cost                  22.1        18.5
                                                146.5        96.7
Accumulated amortization                        (36.1)      (24.1)
Software and development costs, net          $  110.4    $   72.6


                                               
                                        Years Ended December 31,
Depreciation and Amortization            1996     1995     1994
Depreciation and amortization of
 property, plant and equipment        $  44.4  $  39.1  $  31.9
Amortization of goodwill                 12.5       9.9     5.7
Amortization of other intangibles         6.4       3.4     1.6
Amortization of software
 and development costs                   13.1     10.6      3.1
Other amortization                       (2.5)      0.4       _
          Total                       $  73.9  $   63.4 $  42.3





F.  Stockholders' Equity

Preferred Stock
The Company called for redemption, effective December 31, 1996, its
outstanding 5/% Cumulative Convertible Exchangeable Preferred Stock,
par value $100 per share (the "5/% Preferred Stock") and the related
4,720,000 Depositary Shares, each representing a one one-hundredth
interest in a share of the 5/% Preferred Stock.  The redemption price
for each Depositary Share was $51.10 plus accrued and unpaid
dividends.  As a result of the call, holders converted their
Depositary Shares into shares of Ceridian common stock in late
December at a rate of 2.2 common shares for each Depositary Share.
Dividends on the 5/% Preferred Stock for fourth quarter 1996 were paid
to holders of record notwithstanding the conversion.  The calculation
of fully diluted earnings per share is not affected by the conversion.



                                  36



                                                                                         
Common Stock,                                                Shares                          Additional
Additional Paid-In Capital                                  Treasury                 Common     Paid-In    Accumulated
and Accumulated Deficit                       Outstanding      Stock        Issued    Stock     Capital        Deficit
Balance December 31, 1993                     65,502,817      81,738    65,584,555    $32.7    $1,034.0      $(1,070.4)
Repurchase of common shares                      (70,000)     70,000
Exercises of stock options                       462,462     (33,708)      428,754      0.2         4.4
Restricted stock awards, net                     827,500      (4,500)      823,000      0.5        21.4
Net earnings                                                                                                      97.7
Sale of 5/% Preferred Stock depositary shares                                                      (0.4)
Preferred stock dividends                                                                                        (13.0)
Comdata stock transactions                                                                         14.5
Dividends on Comdata stock                                                                                       (13.0)
Balance December 31, 1994                     66,722,779     113,530    66,836,309     33.4     1,073.9         (998.7)
Repurchase of common shares                     (192,000)    192,000
Exercises of stock options                       613,376    (168,267)      445,109      0.3         3.2
Restricted stock awards, net                      94,327     (89,327)        5,000                 13.8
Employee Stock Purchase Plan                      38,954                    38,954                  1.4
Net earnings                                                                                                      58.6
Preferred stock dividends                                                                                        (13.0)
Comdata stock transactions                                                                         14.3
Dividends on Comdata stock                                                                                       (10.8)
Balance December 31, 1995                     67,277,436      47,936    67,325,372     33.7     1,106.6         (963.9)
Repurchase of common shares                     (391,514)    391,514
Exercises of stock options                     1,680,655    (428,183)    1,252,472      0.6         6.3
Restricted stock awards, net                     (60,946)     66,250         5,304                  1.1
Employee Stock Purchase Plan                     174,139     (68,965)      105,174                  3.1
Net earnings                                                                                                     181.9
Preferred stock dividends                                                                                        (13.0)
Preferred stock conversion                    10,383,995                10,383,995      5.2        (0.5)
Acquisitions                                     685,524      12,644       698,168      0.4         5.9           (3.7)
Settlement of directors' retirement benefits      19,142                    19,142                  0.9
Balance December 31, 1996                     79,768,431      21,196    79,789,627    $39.9    $1,123.4      $  (798.7)

Authorized but unissued or treasury common shares reserved for future issuance as of December 31, 1996, included 6,682,176
shares for exercise of stock options and future awards of stock-based compensation and 286,907 shares for the Employee Stock
Purchase Plan, as discussed in Note H.




                                                      
                                                  December 31,
Other Stockholders' Equity Items             1996      1995      1994
Foreign currency translation adjustment    $  0.4    $ (2.4)   $ (2.2)
Restricted stock awards                     (12.0)    (21.9)    (17.6)
Pension liability adjustment                 (6.3)     (5.2)     (4.2)
Treasury stock, at cost                      (0.4)     (1.6)     (2.4)
Total                                      $(18.3)   $(31.1)   $(26.4)






                                  37





G.  Retirement Plans

Pension Benefits
Ceridian maintains two defined benefit pension plans for U.S.
employees which were closed to new participants effective
January 1, 1995.  Ceridian's Canadian and UK subsidiaries also have
defined benefit pension plans which constitute a minor portion of the
amounts in accompanying tables. The plans' assets consist principally
of equity securities, U.S. government securities, and other fixed
income obligations and do not include securities of the Company.
Benefits under these plans are calculated on maximum or career average
earnings and years of participation in the plans.  U.S. employees
participate in these plans by means of salary reduction contributions.
Certain former employees are inactive participants in the plans.
Employer cash contributions to the U.S. plans amounted to $9.0 in
1996, $9.9 in 1995 and $13.8 in 1994.  Retirement plan funding amounts
are based on independent consulting actuaries' determination of the
Employee Retirement Income Security Act of 1974 ("ERISA") funding
requirements in the U.S. and local statutory requirements in other
countries.  The obligations for U.S. plans were increased in 1996 as a
result of a change in the mortality tables utilized.
  The Company also sponsors a nonqualified supplemental retirement
plan. The projected benefit obligation at September 30, 1996 and 1995
for this plan was $20.7 and $20.0, respectively, and the net periodic
pension cost was $2.2 for 1996, $2.3 for 1995, and $2.1 for 1994.
  The cost recognized by the Company with respect to its defined
contribution plans was $7.5 in 1996, $4.9 in 1995, and $3.5 in 1994.

                                             
Funded Status of Defined Benefit             September 30,
Retirement Plans at Measurement Date        1996       1995

Actuarial present value of obligation:
   Vested benefit obligation            $  690.7   $  662.9
   Accumulated benefit obligation       $  691.3   $  663.5
   Projected benefit obligation         $  745.6   $  712.5
Plan assets at fair value                  769.5      730.0
Plan assets in excess of projected
   benefit obligation                       23.9       17.5
Unrecognized net loss                       47.5       39.9
Prior service cost                          30.0       34.3
Unrecognized net asset                      (7.7)     (10.3)
Net pension asset recognized
   in the consolidated balance sheet    $   93.7   $   81.4





The assumptions used in determining the funded status
information are as follows:

                                       
                                  Rate of            Long-term Rate
         Discount Rate       Salary Progression    of Return on Assets
       U.S.   International  U.S.  International   U.S.  International

1996   7.75%       8.0%      4.5%   6.0 - 6.5%     9.5%   8.0 - 9.0%
1995   7.50%       8.0%      4.5%   6.0 - 6.5%     9.0%   8.0 - 9.0%
1994   8.25%   7.5 - 8.0%    4.5%   6.0 - 7.0%     9.0%   8.0 - 9.0%




                                                   
Net Periodic Pension Cost (Credit)         1996      1995      1994
Service cost                            $   5.9   $   6.2   $   6.1
Interest cost on projected benefit
  obligation                               54.3      53.5      51.5
Actual return on plan assets              (70.2)   (103.2)    (14.7)
Net amortization and deferral               9.2      46.0     (41.8)
          Total                         $  (0.8)  $   2.5   $   1.1






                                  38





Postretirement Benefits
Ceridian provides health care and life insurance benefits for eligible
retired employees, including individuals who retired from operations
of the Company that were subsequently sold or discontinued. The
Company sponsors several health care plans in the U.S. for both pre-
and post-age 65 retirees. Company contributions to these plans differ
for various groups of retirees and future retirees.  Employees hired
on or after January 1, 1992, will be allowed to enroll in company-
sponsored plans at retirement, but receive no company subsidy.  For
employees hired before January 1, 1992, and retiring in 1992 or later,
the Company subsidizes pre-age 65 coverage only.  The Company's
subsidy is a fixed dollar contribution determined at retirement equal
to 2.5% of the catastrophic plan cost for each year of service.
Employees who retired prior to 1992 are subject to various cost-
sharing policies depending on when retirement began and eligibility
for Medicare.  This is a closed group of retirees.  Most retirees
outside the United States are covered by governmental health care
programs, and the Company's cost is not significant.
  The following tables present the funded status and the components of
the net periodic postretirement benefit cost for the plans. The
Company does not prefund these costs.



Funded Status of Postretirement
  Health Care and Life Plans
                                         
                                        December 31,
                                        1996    1995
Accumulated postretirement
  benefit obligation:
Retirees                               $42.0   $45.4
Fully eligible active participants       3.6     4.1
Other active participants                7.3     8.2
                                        52.9    57.7
Unrecognized net gain (loss)             3.1    (1.6)
 Accrued benefits cost                 $56.0   $56.1
Current portion                        $ 6.0   $ 6.0
Noncurrent portion                      50.0    50.1
 Total                                 $56.0   $56.1





Net Periodic Postretirement Benefit Cost
                                       
                                 1996    1995    1994
Service cost                    $ 0.2   $ 0.2   $ 0.3
Interest cost                     3.8     4.2     4.0
Other                             0.3    (1.1)      -
 Net periodic benefit cost      $ 4.3   $ 3.3   $ 4.3



  The assumed health care cost trend rate used in measuring the benefit
obligation is 12% pre-age 65 and 8% post-age 65 in 1996, declining at
a rate of 1% per year to an ultimate rate of 5.75% in 2003 pre-age 65
and 1999 post-age 65.  A one percent increase in this rate in each year
would increase the benefit obligation at December 31, 1996 by $3.9 and
the aggregate service and interest cost for 1996 by $0.3.  The weighted
average discount rates used in determining the benefit obligation at
December 31, 1996 and 1995 are 7.5% and 7%, respectively.



                                  39






H. Stock Plans

During the three-year period ended December 31, 1996, Ceridian
provided stock-based compensation plans to directors, officers and
other employees.  The 1996 Director Performance Incentive Plan, which
succeeds a similar plan, authorizes the issuance of up to 125,000
shares in connection with awards of stock options and non-performance
restricted stock to non-employee directors of the Company.  An annual
grant of an option to purchase 1,500 shares will be made to each
eligible director which will become exercisable six months after date
of grant.  The exercise price of the options is the fair market value
of the underlying stock at the date of grant, and the options expire
in ten years. A one-time award of non-performance restricted shares
will be made to each future outside director when the director first
joins the Board.  The number of shares awarded will have a fair market
value equal to four times the then current annual retainer paid to
non-employee directors.  The restrictions will ordinarily lapse
ratably over a five-year period.
  The 1993 Long-Term Incentive Plan as amended ("1993 LTIP") authorizes
the issuance until February 1999 of up to 6,000,000 common shares in
connection with awards of stock options, restricted stock, stock
appreciation rights and performance units to executive and key
managerial, technical and sales employees.  Options remain outstanding
under a predecessor plan subject to similar terms.   The 1994 Stock
Option Plan authorizes the issuance of up to 500,000 common shares in
connection with awards of stock options to key employees of businesses
acquired by Ceridian. Stock options awarded under these plans
generally vest annually over a three-year period, have 10-year terms
and have an exercise price that may not be less than the fair market
value of the underlying stock at the date of grant.
  Under the terms of the 1993 LTIP, senior executives have been awarded
performance restricted shares, which are generally eligible to vest in
three installments in 1996, 1997 and 1998, provided the executive is
still employed by the Company on the vesting dates. Vesting will occur
only to the extent that the total return to holders of Ceridian common
stock over two, three and four year performance periods ending on
April 30 in those years meets certain prescribed levels as compared to
other companies in the S&P 500.  Of the shares eligible to vest on any
given date, generally 25% of the shares would vest if the Company's
total return to stockholders over the applicable performance period is
at least at the 60th percentile of companies in the S&P 500, 50% would
vest at the 75th percentile, and 100% would vest at the 90th
percentile.  If the 60th percentile is not achieved, no shares would
vest on that date.  Shares which have not yet vested as of the end of
the final performance period will be forfeited.  The number of
performance restricted shares awarded, net of forfeitures, as of
December 31, 1996 was 854,875, of which 251,620 vested in 1996.
  The employee  plans also provide for the accelerated exercisability
of options and the accelerated lapse of transfer restrictions on
restricted stock if a participant's employment terminates for
specified reasons within two years of a change of control of the
Company.
  In June 1995, the Company adopted the Employee Stock Purchase Plan


                                                                     
                                                                                         Weighted-
                                                                                           Average
                          Option Price                                 Available    Exercise Price
Stock  Plans                 Per Share   Outstanding   Exercisable     for Grant    of Outstanding

At December 31, 1993     $7.09 -$40.24    3,554,483     1,093,749      2,011,994
Authorized                                                               500,000
Granted                  19.13 - 26.38    1,388,855                   (1,388,855)
Became exercisable        7.52 - 23.63                    731,702
Exercised                 7.52 - 24.45     (462,462)     (462,462)
Canceled                  7.52 - 24.13     (261,394)       (4,278)       265,821
Expired                  24.44 - 40.24       (5,928)       (5,928)        (1,895)
Restricted stock, net                                                   (830,000)
At December 31, 1994     $7.09 -$31.74    4,213,554     1,352,783        557,065
Authorized                                                             3,000,000
Resumix conversion        1.77 - 35.40      104,642        32,448
Comdata conversion       10.52 - 30.04    1,083,136       584,248
Granted                  24.13 - 45.50    1,049,282                   (1,049,282)
Became exercisable        2.65 - 34.88                  1,012,481
Exercised                 1.77 - 26.38     (613,376)     (613,376)
Canceled                  2.65 - 41.25     (141,906)       (1,481)       129,824
Expired                          16.27       (3,574)       (3,574)
Restricted stock, net                                                    (97,500)
At December 31, 1995     $1.77 -$45.50    5,691,758     2,363,529      2,540,107             21.29
Authorized                                                               125,000
EAS conversion                    6.17       50,327        49,233
Granted                  37.25 - 52.25    1,560,925                   (1,560,925)            47.52
Became exercisable        2.65 - 47.25                  1,119,502
Exercised                 1.77 - 41.25   (1,680,655)   (1,680,655)
Canceled                  2.65 - 50.75     (317,242)       (3,608)       269,628             14.11
Expired                  21.05 - 21.06       (3,551)       (3,551)       (18,000)            31.38
Restricted stock, net                                                     63,946             21.05
Directors' retirement                                                    (19,142)
Performance units                                                        (20,000)
At December 31, 1996     $1.77 -$52.25    5,301,562     1,844,450      1,380,614             30.55





                                  40





("ESPP") which provides for the issuance of up to 500,000 shares of
newly issued or treasury common stock of Ceridian to eligible
employees.   The purchase price of the stock to plan participants is
85% of the lesser of the fair market value on either the first day or
the last day of the applicable three-month offering period.
  The acquisitions of EAS Technologies in 1996 and Comdata and Resumix
in 1995 resulted in the assumption by Ceridian of the stock option
plans of those companies and the conversion of stock options under
those plans into Ceridian stock options as indicated in the table on
the previous page.
  In July 1994, the Company's Board of Directors authorized the
repurchase by the Company of up to 2,000,000 of its outstanding common
shares for the purpose of providing shares to be issued under the
Company's stock-based compensation plans, thereby reducing dilution of
common stockholders' equity.  Since that date, the Company has
repurchased 653,514 common shares for this purpose.
  As reported in Note A, the Company has adopted the disclosure-only
provisions of FAS 123, "Accounting for Stock-Based Compensation" and
continues to account for stock-based compensation as in prior years.
Therefore, no compensation expense is recorded with respect to the
Company's stock option or employee stock purchase plans, and
compensation expense of $8.7 in 1996, $11.3 in 1995 and $5.9 in 1994
was charged to operations in connection with restricted stock awards.
  The following information is provided with respect to the provisions
of FAS 123.  Weighted-average exercise prices for 1996 stock option
activity and options outstanding at December 31, 1996 and 1995 are
included in the Stock Plans table on the previous page.  Further
information on outstanding and exercisable stock options by exercise
price range as of December 31, 1996 is disclosed in the table below.






                      Options Outstanding               Options Exercisable
                                                         
                                    Weighted
                                     Average    Weighted                Weighted-
                                   Remaining     Average                  Average
        Range of        Number   Contractual    Exercise       Number    Exercise
 Exercise Prices   Outstanding          Life       Price  Exercisable       Price

$ 1.77 - $ 9.99       397,075           5.01      $ 7.88      395,762      $ 7.89
$10.52 - $15.13       823,421           5.68      $14.31      692,543      $14.40
$16.11 - $22.13       821,524           7.26      $19.31      403,412      $19.04
$23.25 - $33.00       843,480           7.84      $25.10      285,022      $24.94
$34.88 - $52.25     2,416,062           9.36      $45.53       67,711      $42.83
$ 1.77 - $52.25     5,301,562           7.90      $30.55    1,844,450      $16.69





  The Company is required to report the pro forma effect on net
earnings and earnings per share for 1996 and 1995 which would have
resulted if the fair-value method of accounting for stock-based
compensation issued in those years had been adopted.  Stock-based
compensation issued prior to 1995 is not included in the pro forma
calculation.  The application of the fair-value method would have
resulted in the determination of compensation cost for grants of stock
options and purchases under the ESPP and would have eliminated the
repricing of unvested awards of other equity instruments from the
related compensation cost.  Such compensation cost would then be
allocated to the related period of service.  Employing the fair value
method in accounting for the stock-based compensation would have
reduced  the Company's net earnings and earnings per share by $11.4 or
$0.14 per share for 1996 and $1.2 or $0.02 per share for 1995.  Since
1995 stock option grants largely occurred in November and are
amortized forward over the expected lives, the pro forma effect on
1995 earnings will not be comparable with those in subsequent years.
The pro forma impact on earnings can be expected to increase each year
as a greater percentage of outstanding stock options represents awards
made in 1995 or later, and therefore are  included in the calculation.
  The fair value of each stock option granted during 1996 and 1995 has
been estimated using the Black-Scholes option pricing model with the
following weighted-average assumptions used:  expected lives of 4 to 8
years, expected volatility of 26.0%, no dividends and risk-free
interest rate of 6.0%.
  The weighted-average fair values for grants, awards and purchases of
stock-based compensation in 1996 appear in the following table.

                                    
                                Shares      Fair
                               Granted     Value
Stock options                 1,560,925   $13.46
Other equity instruments         86,000   $31.29
ESPP                            174,139   $ 4.41






                                  41




I. Financing Arrangements

On December 12, 1995, Ceridian concluded a three-year, $325.0 revolving
credit facility with a commercial bank syndicate.  Borrowings under the
credit facility were used to retire the public debt of Comdata, comprised
of principal amounts of $130.0 and $75.0 of its 12.5% Senior Notes due
1999 and 13.25% Senior Subordinated Debentures due 2002, respectively,
and $6.2 principal amount of its 11% Junior Subordinated Extendible Notes
due 1997.  The retirement was accomplished by means of  the purchase, as
a result of tender offers, of $128.7 of the Senior Notes and $74.9 of the
Senior Subordinated Debentures.  The remainder of those issues and all of
the Junior Notes, which were called for redemption on December 29, 1995,
were retired through an in-substance defeasance which involved the deposit
of $8.2 in defeasance trusts.
   The $325.0 revolving credit facility is unsecured but is guaranteed by
Comdata, and has a final maturity of November 30, 1998. The full amount of
the credit facility may be used for revolving loan advances and up to $75.0
may be used to obtain standby letters of credit.  At December 31, 1996, the
amounts of advances and letters of credit outstanding were $135.0 and $1.4,
respectively, and the interest rate for advances, determined by a number of
factors, was approximately 6.0%.  Under the terms of the facility, the
Company must maintain a minimum consolidated net worth, which is subject to
increase based on the Company's net earnings after December 31, 1995 and
certain equity contributions to the Company after the same date. Ceridian
must also maintain a fixed charge coverage ratio of 2.25 to 1 and limit
consolidated debt to 3 times earnings before interest, taxes, depreciation
and amortization minus capital expenditures and preferred dividends on a
rolling four quarter basis.
    The Company is subject to additional covenants which limit liens,
contingent obligations, operating leases, minority equity investments and
divestitures.  The Company is in compliance with all covenants associated
with this credit facility.



                                                                  December 31,
                                                                    
Debt Obligations                                               1996         1995
Revolving credit agreements and overdrafts                   $135.0       $195.0
Mortgages payable                                               5.9          6.0
Other long-term debt obligations                                3.2          8.9
Total debt obligations                                        144.1        209.9
Less short-term debt and current portions of long-term debt     2.0          4.6
Long-term obligations, less current portions                 $142.1       $205.3




Aggregate Amounts of Maturities at December 31, 1996
                                                        
                               1997     1998     1999     2000     2001   Thereafter                      Total
Mortgages payable            $  0.1   $  0.1   $  0.1   $  0.1   $  0.1       $  5.4             $       5.9
Revolving credit                 -     135.0       -        -        -            -                       135.0
Other                           1.9      0.6      0.3      0.2      0.2           -                       3.2
Total                        $  2.0   $135.7   $  0.4   $  0.3   $  0.3       $  5.4             $       144.1





                                  42







J.  Investing Activity

During 1996, Ceridian acquired several small businesses related to its
Information Services operations.  Acquisitions accounted for by the
pooling-of-interests method included EAS Technologies, a provider of
advanced automated time and attendance software solutions; Employee
Assistance Associates, a provider of employee assistance programs; The
Partnership Group, a provider of work-life services; and Washington
Consulting Services & Technologies, a provider of human resource
software applications, consulting and seminar services to the U.S.
federal government and other customers.  The Company's financial
statements prior to the date of acquisition were not restated for
these pooling acquisitions since the aggregate effect for any period
would not be material.
  Acquisitions accounted for by the purchase method included
Information Learning Systems, a provider of human resources management
expert systems; the payroll services unit of Compower Limited in the
UK; Transportation Communication Consulting and its affiliate, Inter-
point Management Company, which provide permit and vehicle escort
services to trucking companies; and TIC Financial Services, which
provides financial and information services for the transportation
industry.  In addition, the Company acquired in a stock-for-stock
transaction a minority equity interest in International Automated
Energy Systems ("IAES"), a provider of fuel management and payment
systems for local trucking fleets.  The acquisition agreement, as
amended, also provided for advances to IAES of up to $8.8 ($4.6 of
which was advanced in 1996), repayable by December 31, 2000, and an
option to Ceridian to acquire the remaining equity of IAES during
1997.  The Company also purchased technical engineering and
maintenance systems software and certain related contracts from PRC
Aviation LLC for cash and made additional investments in its
DigitalXpress joint venture in connection with its defense electronics
operations.
  The aggregate consideration for these acquisitions and investments
consisted of $36.4 in cash and 698,168 shares of the Company's common
stock.  The expected 1997 revenue contribution from these operations
is approximately $60.0.
  In 1995, Ceridian acquired Comdata, a leading provider of
transaction processing services to the trucking and gaming industries,
in a subsidiary merger transaction that resulted in the exchange of
0.57 of a share of Ceridian common stock for each outstanding share of
Comdata common stock, for a total issuance of 20,472,176 Ceridian
shares.  Also in 1995, the Company acquired Resumix, a company that
provides skills management software and services, in a subsidiary
merger transaction in which the outstanding shares of Resumix capital
stock were exchanged for 849,010 newly issued shares of Ceridian
common stock. The mergers qualified as tax-free reorganizations and
were accounted for by the pooling-of-interests method.  Accordingly,
the Company's financial statements were restated to include the
results of Comdata and Resumix as if the mergers had taken place on
the first day of the earliest reported period. In connection with the
mergers, Ceridian incurred $29.7 in pooling expenses, including fees
for investment bankers and legal firms in addition to other
acquisition costs.
  In purchase transactions during 1995, Ceridian acquired the assets
of the Centre-file personnel and payroll services business in the UK
for $52.1 in cash, and Comdata acquired the stock of Trendar
Corporation, which provides transaction processing services to the
transportation industry, for $12.7 in cash and a $1.5 note which was
paid in March 1996.  Comdata also sold the net assets of its retail
services division, which provided check authorization and collection
services, for $3.5 in cash.  In 1994, Ceridian sold TeleMoney Services
and related network and computer center operations, for $24.3 of net
cash proceeds and purchased all of the outstanding stock of Tesseract
Corporation for $54.3 in cash, net of cash acquired of $7.2.


                                  43





K.  Segment Data

Industry Segments
The two industry segments of Ceridian are Information Services and
Defense Electronics.  The Information Services segment consists of
Arbitron, Comdata, and the Human Resources Group.  The Information
Services businesses collect, manage and analyze data and process
transactions on behalf of customers in the human resources,
transportation, gaming, and electronic media markets and report
information resulting from such activities to customers.  The products
and services provided by the Information Services businesses address
specific information management and transaction processing needs of
other businesses to enable them to operate more efficiently.  These
products and services are typically provided through long-term
customer relationships that result in a high level of recurring
revenue.  Information Services' 1995 earnings before interest and
taxes were reduced by pooling expenses of $29.7 related to the
acquisitions of Comdata and Resumix.
  The Defense Electronics segment, consisting of Computing Devices
International, provides mission-critical electronics, software,
systems integration and information management for defense and other
government agencies and commercial customers in selected markets.
  The "other" category represents corporate center operations and
unallocated assets, primarily cash and short-term investments.
Intersegment sales are not material.

                                                           
                             Information       Defense
Industry Segment Data           Services   Electronics       Other     Consolidated
1996
Revenue                      $     942.6    $    553.0    $     -       $   1,495.6
Earnings (Loss) before
  interest and taxes         $     155.5    $     41.0    $    3.1      $     199.6
Identifiable assets          $     788.8    $    355.4    $  106.9      $   1,251.1
Capital expenditures         $      33.7    $     18.2    $    0.8      $      52.7
Depreciation                 $      30.5    $     12.9    $    1.0      $      44.4
1995
Revenue                      $     823.5    $    509.5    $     -       $   1,333.0
Earnings (Loss) before
  interest and taxes         $     108.6    $     33.7    $   (7.6)     $     134.7
Identifiable assets          $     707.5    $    294.9    $  123.7      $   1,126.1
Capital expenditures         $      39.1    $     12.0    $    1.9      $      53.0
Depreciation                 $      26.6    $     11.6    $    0.9      $      39.1
1994
Revenue                      $     691.5    $    486.3    $     -       $   1,177.8
Earnings (Loss) before
  interest and taxes         $     116.7    $     30.6    $  (10.6)     $     136.7
Identifiable assets          $     534.3    $    210.0    $  233.2      $     977.5
Capital expenditures         $      31.9    $     13.4    $    0.6      $      45.9
Depreciation                 $      20.2    $     10.1    $    1.6      $      31.9






Major Customers
Revenue in 1996, 1995 and 1994, respectively, includes sales under
prime contracts or subcontracts to the U.S. government of $222.7,
$214.9 and $225.8 and the Canadian government of $237.5, $212.9 and
$199.3,  substantially all of which are reported in the Defense
Electronics segment.  Of the sales to the Canadian government, $172.1
in 1996, $163.9 in 1995 and $153.8 in 1994 were from the Iris
contract.



                                  44




                                                       
Geographic Segment Data                United   International   Consolidated
                                       States


1996
Revenue                              $ 1,129.2        $ 366.4      $ 1,495.6
Earnings before interest and taxes   $   176.4        $  23.2      $   199.6
Identifiable assets                  $   949.7        $ 301.4      $ 1,251.1
1995
Revenue                              $ 1,037.2        $ 295.8      $ 1,333.0
Earnings before interest and taxes   $   118.0        $  16.7      $   134.7
Identifiable assets                  $   862.7        $ 263.4      $ 1,126.1
1994
Revenue                              $   919.7        $ 258.1      $ 1,177.8
Earnings before interest and taxes   $   120.6        $  16.1      $   136.7
Identifiable assets                  $   841.6        $ 135.9      $   977.5






Geographic Segments
The Company's international operations consist of defense electronics
operations in Canada and the UK and a payroll processing business in
the UK acquired in October 1995. The amounts of the parent company's
equity in net assets of and advances to international subsidiaries and
branches were $106.6 and $107.7 at December 31, 1996 and 1995,
respectively.

L. Leasing Arrangements as Lessee

Ceridian conducts a substantial portion of its operations in leased
facilities.  Most such leases contain renewal options and require
payments for taxes, insurance, and maintenance.  Downsizing activities
in prior years have resulted in assignment of leases under which
Ceridian remains secondarily liable for future rental obligations
totaling $23.7 at December 31, 1996.  The Company does not anticipate
any material non-performance by the assignees of these leases, which
principally involve Control Data Systems, Inc. and Seagate Technology,
Inc.
  Virtually all leasing arrangements for equipment and facilities are
operating leases and the rental payments under these leases are
charged to operations as incurred.  The amounts in the accompanying
tables do not include assigned leases or obligations recorded as
liabilities as the result of restructuring actions in prior years.
  The amounts of rental expense and sublease income for each of the
three years ended December 31, 1996 appear in the following table.

                                     
Rental Expense               1996     1995     1994
Rental expense              $43.6    $45.0    $44.8
Sublease rental income       (2.0)    (2.9)    (2.7)
Net rental expense          $41.6    $42.1    $42.1





                                  45






  Future minimum noncancelable lease payments and related sublease
income, on operating leases existing at December 31, 1996 which have
an initial term of more than one year, are described in the following
table.



Future Minimum Lease Payments

                            
                         Sublease
                  Lease    Rental
               Payments    Income     Net
1997               39.7      (0.9)   38.8
1998               33.1      (0.5)   32.6
1999               28.6      (0.4)   28.2
2000               24.5      (0.3)   24.2
2001               18.8        -     18.8
Thereafter         45.5        -     45.5



M. Commitments and Contingencies

COMMITMENTS
In January 1995, Ceridian entered into a technology services agreement
with Integrated Systems Solutions Corporation ("ISSC"), a wholly-owned
subsidiary of IBM Corporation.  Under the technology services
agreement, whose term extends through December 31, 2004, ISSC will
provide centralized computer processing services required by the
Ceridian's payroll processing business for customers nationwide.  The
future minimum noncancelable annual charges payable by the Company are
$4.8 in 1997 and $3.3 in 1998.
  Comdata contracted with ISSC in 1991 for substantially all data
processing functions for a term of ten years. In 1995, the agreement
was amended to change the minimum monthly payment to $1.6 in 1996 and
$1.4 thereafter.  The amount of expense incurred under this contract
was $16.0 in 1996, $13.9 in 1995 and $11.2 in 1994.  Cancellation of
the agreement for convenience in 1997 would require payment of a
termination fee of $19.7.
  Under a Telecommunications Services Agreement with Worldcom, renewed
in 1995 and amended in 1996, Comdata agreed to purchase a minimum of
$13.0 of long distance services and 80% of such services (as defined)
up to $24.0 each year until 2003.  Purchases charged to expense under
this Agreement amounted to  $22.5 in 1996, $18.5 in 1995 and $13.7 in
1994.  Cancellation of the agreement for convenience would result in a
payment to Worldcom of $17.1.
  In October 1996, Comdata entered into a three-year contract for long
distance telephone services with AT&T Corporation with an minimum
noncancelable annual net commitment of $3.0.  Cancellation for
convenience would require a payment equal to the unused commitment.

INTEREST RATE COLLARS
During 1996, Ceridian maintained in effect seven interest rate collars
of $100.0 each for the purpose of hedging interest rate risk on
invested customer deposits held in its tax filing trust.  The
counterparties to these arrangements are domestic commercial banks
with debt ratings of A or better.  Under current accounting standards,
neither the collar arrangements nor the related trust investments and
offsetting liability to customers are reflected in the Company's
balance sheet.  These arrangements, which do not require collateral,
provide for the banks to pay Ceridian the amount by which a certain
index of short-term interest rates falls below a floor strike level.
Alternatively, when that index exceeds a cap strike level, Ceridian
pays out the excess above the cap strike level.  At December 31, 1996,
the remaining terms of the collars range from 5 to 41 months, the
floor strike level is either 5% or 5.5%, and the cap strike level
ranges from 5.97% to 8.15% with an average of 7.19%.  The risk of
accounting loss through non-performance by the counterparties under
any of these arrangements is considered negligible.

OTHER MATTERS
In connection with the spin-off of Control Data Systems, Ceridian
agreed to indemnify the U.S. Pension Benefit Guaranty Corporation
("PBGC") if the Control Data Systems defined benefit pension plan is
terminated in a distress termination and the PBGC is unable to recover
the full amount of any unfunded benefit liabilities.  The amount of
this contingent liability decreased from $16.0 to $12.0 on July 31,
1996 and will continue to decrease by $4.0 each July 31 until 1999.
  Ceridian monitors all such contingent liabilities and has
established restructure or other reserves for those which it believes
are probable of payment.  With respect to these contingent
obligations, Ceridian believes that there is not a material exposure
to an accounting loss as of December 31, 1996.



                                  46





N.  Legal Matters

Retirement Plan Litigation
In August 1995, Ceridian and its primary defined benefit pension plan
maintained for certain U.S. employees (the "Plan") were named as co-
defendants in a lawsuit filed in U.S. District Court for the District
of Minnesota.  The two plaintiffs left the employ of the Company in
1989 and elected at that time to receive their vested benefit under
the Plan in the form of a single enhanced lump sum payment.  They
allege that an improperly high interest (discount) rate was utilized
to calculate the lump sum benefit amounts, thereby lowering the
benefit amounts, in contravention of the Employee Retirement Income
Security Act of 1974, the Plan and the defendants' fiduciary duties.
Ceridian and the plaintiffs have stipulated to a class of persons who
elected to receive a lump sum benefit under the Plan.  Ceridian
believes that the proper methodology was consistently utilized in
calculating lump sum benefit payments at all times since that feature
was introduced into the Plan in 1989, has denied the plaintiffs'
allegations, and has moved for summary judgment.  Moreover, any
finding in favor of the plaintiffs would not likely have a direct
financial effect on Ceridian, but rather would result in an increase
in Plan liabilities that is not currently estimable.  Such an
increase in Plan liabilities would, in turn, become one of many
factors affecting the funded status of the Plan.  The funded status
of the Plan, in turn, is one of many factors affecting the
determination of Ceridian's obligation (if any) to make an annual
contribution to the Plan and the determination of its annual pension
expense (if any) attributable to the Plan.

Unclaimed Property Examination
Comdata's services for the trucking and gaming industries require it
to process millions of transactions annually over its network.  In
processing these transactions, Comdata depends to a significant
degree on the accuracy of data supplied by its customers and the
observance by third parties involved in the transactions of proper
data entry procedures.  In a very small portion of these
transactions, final settlement may not occur, resulting in Comdata
ostensibly receiving unapplied funds.  Final settlement may fail to
occur for a variety of reasons, including the failure of drafts to
clear in the ordinary course of business, Comdata's inability to
match customer remittances with specific transactions or to otherwise
reconcile accounts and/or transactions, and the disproportionate cost
of resolving relatively small dollar amount credit balances.  It is
Comdata's policy to take the amount of such unsettled transactions
into revenue as earned for goods and services rendered if the
transactions are not definitively settled within a period of twelve
months through the assertion of valid claims or otherwise reconciled.
It has been Comdata's experience that an insignificant number of
claims for unapplied funds are asserted after such twelve month
period.  The amount of unsettled transactions included in Comdata's
1996, 1995 and 1994 revenue was $16.8, $14.2 and $8.7, respectively.
In late 1996, Comdata was advised that the Unclaimed Property
Division of the State Street Bank and Trust Company of Boston has
been retained by 48 states and the District of Columbia to examine
Comdata's records and to collect any applicable abandoned property on
behalf of the governmental entities.  It is expected that State
Street's on-site examination at Comdata will begin during the first
quarter 1997.  The extent of Comdata's potential liability, if any,
to states under unclaimed property laws or to customers with respect
to such unsettled transactions, or the impact of any future changes
in Comdata's accounting policies with respect to such transactions,
is not presently determinable.



                                  47





Age Discrimination Litigation
On March 5, 1997, the Company announced that it had agreed to settle
lawsuits brought by 313 former employees who were terminated during
the period 1987-1990, and who had filed suit against Ceridian in U.S.
District Court in Minnesota in 1990 alleging violations of the Age
Discrimination in Employment Act.  Under an agreement in which
Ceridian denied any wrongdoing, plaintiffs and their attorneys will
be paid $28.5, with $24.0 to be paid by Ceridian and $4.5 to be paid
by Control Data Systems, Inc.  Ceridian expects that the portion of
its share of the settlement attributable to employees of its former
Imprimis Technology Incorporated subsidiary will be recoverable from
the purchaser of that subsidiary.  As to the remainder of Ceridian's
share of the settlement, a portion will be covered by reserves that
had been established in June 1994 and the balance is expected to
reduce Ceridian's first quarter 1997 earnings by approximately $0.15
per share.

Other Matters
The Company is also involved in a number of other judicial and
administrative proceedings considered normal in the nature of its
current and past operations, including employment-related disputes,
contract disputes and tort claims.  It is anticipated that final
disposition of some of these proceedings may not occur for several
years.  In the opinion of management, the final disposition of these
proceedings will not, considering the merits of the claims and
available reserves, have a material adverse effect on the Company's
financial position or results of operations.



                                  48









Supplementary Quarterly Data (Unaudited)                  (Dollars in millions, except per share data)

                                                                                               
                                                                    1996                                  1995
                                                     4th       3rd      2nd       1st      4th       3rd       2nd       1st
                                                   Quarter  Quarter   Quarter   Quarter  Quarter   Quarter   Quarter   Quarter

Revenue                                             $404.1   $361.0    $361.5    $369.0   $361.5    $317.9    $327.4    $326.2
Cost of revenue                                      239.5    212.0     217.6     215.8    216.9     189.4     198.4     195.6
Gross profit                                         164.6    149.0      43.9     153.2    144.6     128.5     129.0     130.6
Selling, general and administrative                   93.2     81.9      81.3      83.2     91.5      71.5      74.7      72.2
Research and development                              17.8     18.7      16.4      16.5     13.4      13.1      13.8      14.2
Other expense (income) (1)                             0.3     (0.1)      1.1       0.8     32.8       0.6       0.7      (0.5)
Earnings before interest and taxes                    53.3     48.5      45.1      52.7      6.9      43.3      39.8      44.7
Interest income                                        1.8      1.6       1.9       1.9      2.6       3.9       2.9       2.7
Interest expense                                      (2.5)    (2.4)     (2.6)     (3.1)    (7.3)     (7.7)     (7.9)     (7.7)
Earnings before income taxes                          52.6     47.7      44.4      51.5      2.2      39.5      34.8      39.7
Income tax provision                                   3.3      3.3       3.6       4.1      3.0       5.9       5.5       4.3
Earnings (Loss) before extraordinary item             49.3     44.4      40.8      47.4     (0.8)     33.6      29.3      35.4
Extraordinary loss (2)                                  -        -          -        -      38.9        -         -         -
Net earnings (loss)                                 $ 49.3   $ 44.4    $ 40.8    $ 47.4   $(39.7)   $ 33.6    $ 29.3    $ 35.4
Earnings (Loss) per share (3)
Primary                                             $ 0.65   $ 0.59    $ 0.53    $ 0.63   $(0.06)   $ 0.44    $ 0.38    $ 0.47
Fully diluted                                       $ 0.61   $ 0.55    $ 0.50    $ 0.59   $(0.06)   $ 0.42    $ 0.37    $ 0.45
Shares used in calculations (in thousands) (4)
Primary                                             70,928   70,393    70,634    70,122   66,258    69,592    69,042    68,631
Fully diluted                                       81,312   80,777    81,018    80,506   66,258    79,976    79,426    79,015
Common Stock-per share
Market price ranges (5)
   High                                             53 1/8   51 3/8    54 7/8    46 7/8   47 1/2    46 7/8    37 5/8    34 1/2
   Low                                              39       41 5/8    42 1/2    37       36 5/8    36 3/4    31 5/8    26 1/8
No cash dividends have been declared on common stock dur ing the periods presented.



(1) Includes pooling expenses of $29.7 related to Resumix and Comdata mergers.
(2) For details on the early retirement of debt, see Notes B and I to the
    consolidated financial statements.
(3) Net earnings (loss) for calculation of primary earnings (loss) per share
    does not include the extraordinary loss and has been reduced by preferred
    dividends.  Fully diluted results per share may not be more favorable than
    primary.
(4) For calculation of a loss per share, common stock equivalents and the
    assumed conversion of preferred stock are ignored.
(5) Source: New York Stock Exchange-Composite Transactions.

                                      49

EX-21

 


                                                             Exhibit 21
                           CERIDIAN CORPORATION

                               SUBSIDIARIES

                             DECEMBER 31, 1996


                                                         State or
                                                         Other Jurisdiction
                                                         of Incorporation

CD Plus S.A.                                             France
Ceridian Holdings U.K. Limited                           United Kingdom
    Centre-file Limited (f/k/a Datacarrer Limited)       United Kingdom
Comdata Holdings Corporation                             Delaware
    Comdata Network, Inc.                                Maryland
       Cashcall Systems, Inc.                            Canada
       Comdata Telecommunications Services, Inc.         Delaware
       Permicom Permits Services, Inc.                   Canada
       Trendar Corporation                               Tennessee
Computing Devices Canada Ltd.                            Canada
    Computing Devices Company Limited (Hastings)         United Kingdom
Computing Devices International Satellite Services, Inc. Delaware
EAS Technologies Inc.                                    Delaware
Employee Assistance Associates, Inc.                     Michigan
Minidata Services, Inc.                                  New Jersey
Paragon Imaging, Inc.                                    Florida
Partnership Group, Inc., The                             Pennsylvania
Resource Management Software Corporation                 Washington
Resumix, Inc.                                            California
Scarborough Research (General Partnership)               Delaware
Tesseract Corporation                                    California
User Technology Services Inc.                            New York
Washington Consulting Services & Technologies, Inc.      Washington



Certain subsidiaries, which in the aggregate would not constitute a
significant subsidiary, are omitted from this listing.

EX-23.01

 

                                                    Exhibit 23.01


                 CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
of Ceridian Corporation:


     We consent to incorporation by reference in Registration
Statements Nos. 33-49601, 33-61551, 33-34035, 2-97570, 2-67753,
33-56833, 33-15920, 2-81865, 2-93345, 33-26839, 33-54379, 33-
56325, 33-61001, 33-62319, 33-64913, 333-01793, 333-01887 and
333-03661 on Forms S-8 of Ceridian Corporation and in
Registration Statement No. 33-56351 on Form S-4 of Ceridian
Corporation of our reports dated January 23, 1997, except as to
Note N - Age Discrimination Litigation, which is as of March 5,
1997.  Such reports relate to the consolidated financial
statements and related financial statement schedule of Ceridian
Corporation and subsidiaries as of December 31, 1996 and 1995 and
for each of the years in the three-year period ended December 31,
1996 and are included or incorporated by reference in the 1996
Annual Report on Form 10-K of Ceridian Corporation.



                                   /s/ KPMG Peat Marwick LLP
                                   KPMG Peat Marwick LLP


Minneapolis, Minnesota
March 21, 1997

EX-23.02

 

                                                    Exhibit 23.02


            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



     As independent public accountants, we hereby consent to the
use of our report dated January 20, 1996 on the consolidated
financial statements of Comdata Holdings Corporation incorporated
by reference into Ceridian Corporation's Form 10-K for the year
ended December 31, 1996, and into Ceridian Corporation's
previously filed Registration File Nos. 33-49601, 33-61551, 33-
34035, 2-97570, 2-67753, 33-56833, 33-15920, 2-81865, 2-93345,
33-26839, 33-54379, 33-56325, 33-61001, 33-62319, 33-64913, 333-
01793, 333-01887, 333-03661 and 33-56351.  It should be noted
that we have not audited any financial statements of Comdata
Holdings Corporation subsequent to December 31, 1995 or performed
any audit procedures subsequent to the date of our report.



                                   /s/ Arthur Andersen LLP
                                   ARTHUR ANDERSEN LLP


Nashville, Tennessee
March 19, 1997

EX-24

 

                                                    Exhibit 24


                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a
Director of Ceridian Corporation (the "Company"), a Delaware
corporation, do hereby make, nominate and appoint JOHN R.
EICKHOFF, STEVEN J. OLSON and JOHN A. HAVEMAN, and each of them,
to be my attorney in fact for three months from the date hereof,
with full power and authority to sign his name on the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended;
provided that such Form 10-K is first reviewed by the Audit
Committee of the Board of Directors of the Company and by my
attorney in fact; and his name, when thus signed, shall have the
same force and effect as though I had manually signed such Form
10-K.

     IN WITNESS WHEREOF, I have signed this Power of Attorney as
of January 30, 1997.


/s/Lawrence Perlman                    /s/George R. Lewis
Lawrence Perlman                       George R. Lewis


/s/Ruth M. Davis                       /s/Charles Marshall
Ruth M. Davis                          Charles Marshall


/s/Allen W. Dawson                     /s/Carole J. Uhrich
Allen W. Dawson                        Carole J. Uhrich


/s/Richard G. Lareau                   /s/Richard W. Vieser
Richard G. Lareau                      Richard W. Vieser


                                       /s/Paul S. Walsh
                                       Paul S. Walsh

EX-27

 

<ARTICLE>                       5
<MULTIPLIER>                    1000
       
                                 
<FISCAL-YEAR-END>                   Dec-31-1996
<PERIOD-END>                        Dec-31-1996
<PERIOD-TYPE>                              YEAR
<CASH>                                  169,200
<SECURITIES>                                  0
<RECEIVABLES>                           393,400
<ALLOWANCES>                             11,400
<INVENTORY>                              47,600
<CURRENT-ASSETS>                        613,600
<PP&E>                                  352,000
<DEPRECIATION>                          223,000
<TOTAL-ASSETS>                        1,251,100
<CURRENT-LIABILITIES>                   624,800
<BONDS>                                 142,100
<COMMON>                                 39,900
<PREFERRED-MANDATORY>                         0
<PREFERRED>                                   0
<OTHER-SE>                              306,400
<TOTAL-LIABILITY-AND-EQUITY>          1,251,100
<SALES>                                 620,800
<TOTAL-REVENUES>                      1,495,600
<CGS>                                   440,300
<TOTAL-COSTS>                           884,900
<OTHER-EXPENSES>                          2,100
<LOSS-PROVISION>                              0
<INTEREST-EXPENSE>                       10,600
<INCOME-PRETAX>                         196,200
<INCOME-TAX>                             14,300
<INCOME-CONTINUING>                     181,900
<DISCONTINUED>                                0
<EXTRAORDINARY>                               0
<CHANGES>                                     0
<NET-INCOME>                            181,900
<EPS-PRIMARY>                              2.39
<EPS-DILUTED>                              2.25