S-8

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT

                                     under

                           THE SECURITIES ACT OF 1933


                           AUTOMATIC DATA PROCESSING, INC.
                (Exact name of registrant as specified in its charter)

               Delaware                               22-1467904
       (State or other jurisdiction          (I.R.S. Employer Identification
       of incorporation or organization      Number)

                   One ADP Boulevard, Roseland, New Jersey  07068
              (Address of Principal Executive Offices) (Zip Code)

                     1990 KEY EMPLOYEES' STOCK OPTION PLAN
                            (Full title of the Plan)

                                James B. Benson
                        Vice President, General Counsel
                            and Assistant Secretary
                        Automatic Data Processing, Inc.
                               One ADP Boulevard
                            Roseland, New Jersey  07068
                    (Name and address of agent for services)

                                 (201) 994-5000
         (Telephone number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE


   Title of                  Proposed maximum  Proposed maximum     Amount of
securities to  Amounts to    offering price       aggregate         registration
be registered be registered     per share*     offering price*      fee


Common Stock,
par value      4,000,000         $53.375        $213,500,000         $73,621
$.10 per share  shares


*  Estimated solely for the purpose of calculating the registration fee
   pursuant to Rule 457(c), on the basis of $53.375, the average of the high
   and low prices for the Common Stock on the New York Stock Exchange on
   January 18, 1994.


                                        Page 1 of 9 pages.
                                     Exhibit Index on page 7.


               INFORMATION OF EARLIER REGISTRATION BY REFERENCE


  In accordance with General Instruction E to Form S-8, the contents of
Registration Statement No. 33-38365 on Form S-8 of Automatic Data Processing,
Inc. (the "Company") which was filed with the Securities and Exchange Commission
on December 21, 1990 are incorporated herein by reference.

                              AMENDMENT TO PLAN

  The Company's 1990 Key Employees' Stock Option Plan (the "1990 Plan") was
adopted by the Company's Board of Directors on August 15, 1990 and was approved
by the Company's stockholders on November 15, 1990.

  On August 17, 1993, the Company's Board of Directors approved an amendment to
the 1990 Plan which increased the number of shares of the Company's Common
Stock, which can be issued pursuant to the 1990 Plan by 4,000,000 shares,so that
after such amendment and adjustments for cancelled stock options under the 1973
Key Employees' Stock Option Plan and the 1981 Key Employees' Stock Option Plan
which were added to the amount of shares available under the 1990 Plan, the
total number of shares allocated to the 1990 Plan is 10,191,121.
Such amendment was approved by the Company's stockholders on November 9, 1993.

                                LEGAL OPINION

  The validity of the shares of the Company's Common Stock being registered
pursuant hereto has been passed upon by James B. Benson, Esq., Vice President
and General Counsel of the Company.  Mr. Benson, a full-time employee of the
Company, beneficially owns 10,186 shares of the Company's Common Stock and holds
options to purchase an additional 68,000 shares of Common Stock.

                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

  As permitted by, and in accordance with, Section 102(b)(7) of the General
Corporation Law of the State of Delaware (the "GCL"), Article FIFTH of the
Company's Amended Restated Certificate of Incorporation (the "Certificate")
provides that a director of the Company shall not be held personally liable to
the Company or its stockholders for monetary damages for breach of his or her
fiduciary duty as a director, except for liability (i) for breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the GCL (governing distributions
to stockholders) or (iv) for any transaction from which the director derived an
improper personal benefit.

  Section 145 of the GCL empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,criminal, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer,employee or agent of the corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, has no reasonable cause to
believe his or her conduct was unlawful.  No indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.  Section 145 of the GCL further
provides that a corporation is required to indemnify its directors and officers
against expenses to the extent that such directors or officers have been
successful on the merits or otherwise in any action, suit or proceeding or in
defense of any claim, issue or matter therein.

  As permitted by, and in accordance with, Section 145 of the GCL, Article
FIFTH of the Company's Certificate and Article XIV, Section 6 of the Company's
By-Laws as currently in effect each provide, among other things, that the
Company shall indemnify all directors and officers of the Company to the full
extent permitted by the GCL (and in particular Section 145 thereof), as from
time to time amended.




  As permitted by Section 145 of the GCL and the Company's Certificate and
By-Laws, the Company also maintains a directors and officers liability
insurance policy which insures, subject to certain exclusions,deductibles and
maximum amounts, directors and officers of the Company against damages,
judgments, settlements and costs incurred by reason of certain action committed
by such persons in their capacities as directors and officers.


                                EXHIBITS

Exhibit No.

  5       Opinion of Counsel

  23(a)   Consent of Deloitte and Touche

  23(b)   Consent of Counsel (included in Exhibit No. 5)

                                UNDERTAKINGS

  (a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:

          (i)      To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933;

          (ii)     To reflect in the prospectus any facts or events arising
      after the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the
      aggregate, represent a fundamental change in the information set forth in
      the registration statement;

          (iii)    To include any material information with respect to the plan
      of distribution not previously disclosed in this registration statement or
      any material change to such information in this registration statement;


      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed by the
      registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934 that are incorporated by reference in the registration statement.

      (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such  post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof; and

      (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination
  of the offering.

  (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.




  (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.




                                   SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Roseland, State of New Jersey, on the 18th
day of January, 1994.

                                       AUTOMATIC DATA PROCESSING, INC.
                                          (Registrant)


January 18, 1994                       By      /s/ Josh S. Weston
                                               Josh S. Weston, Chairman and
                                               Chief Executive Officer

   Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                   Title                              Date


/s/ Josh S. Weston          Chairman of the Board              January 18, 1994
(Josh S. Weston)            and Director
                            (Principal Executive Officer)


/s/ Fred D. Anderson, Jr.   Chief Financial Officer and        January 18, 1994
(Fred D. Anderson, Jr.)     Corporate Vice President
                            (Principal Financial Officer)


/s/ Richard J. Haviland     Controller and Corporate           January 18, 1994
(Richard J. Haviland)       Vice President



/s/ Joseph A. Califano, Jr. Director                           January 18, 1994
(Joseph A. Califano, Jr.)



/s/ Leon G. Cooperman       Director                           January 18, 1994
(Leon G. Cooperman)



/s/ Edwin D. Etherington    Director                           January 18, 1994
(Edwin D. Etherington)


/s/ Ann Dibble Jordan       Director                           January 18, 1994
(Ann Dibble Jordan)


/s/ Harvey M. Krueger       Director                           January 18, 1994
(Harvey M. Krueger)




/s/ Charles P. Lazarus      Director                           January 18, 1994
(Charles P. Lazarus)


                            Director
(Frederic V. Malek)


/s/ Henry Taub              Director                           January 18, 1994
(Henry Taub)


/s/ Laurence A. Tisch       Director                           January 18, 1994
(Laurence A. Tisch)


/s/ Arthur F. Weinbach      Director                           January 18, 1994
(Arthur F. Weinbach)



                                INDEX TO EXHIBITS


Exhibit       Description                                              Page


5             Opinion of Counsel                                          8

23(a)         Consent of Deloitte and Touche                              9

23(b)         Consent of Counsel (included in Exhibit No. 5)              8

EX-23

                                  EXHIBIT 5



   (201) 994-5750
                                                  January 18, 1994
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068

    Re: Automatic Data Processing, Inc.
        Registration Statement on Form S-8
        (Amendment to the 1990 Key Employees' Stock Option Plan)

Gentlemen:

    I have acted as counsel to Automatic Data Processing, Inc., a Delaware
corporation (the "Company"), in connection with the registration by the Company
of 4,000,000 shares of the Company's Common Stock, par value $.10 per share
(the "Shares"), pursuant to the Company's Registration Statement on Form S-8
which is to be filed with the Securities and Exchange Commission on January
21, 1994 (the "Registration Statement").

    In this connection, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such corporate records, certificates
and written and oral statements of officers and accountants of the Company and
of public officials, and other documents that I have considered necessary
and appropriate for this opinion and, based thereon, I advise you that, in
my opinion:

    1.  The Company has been duly incorporated and is validly existing under the
        laws of the State of Delaware.

    2.  The Company has corporate authority to issue the Shares in the manner
        and under the terms set forth in the Registration Statement.

    3.  The Shares have been duly authorized and, when issued in accordance
        with the Company's 1990 Key Employees' Stock Option Plan referred to
        in the Registration Statement, will be validly issued, fully paid
        and nonassessable.

    I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement, to its use as part of the Registration Statement, and
to the use of my name in the Registration Statement.

                                             Very truly yours,

                                             /s/ James B. Benson

                                             James B. Benson
                                             General Counsel

                                                                  EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
Automatic Data Processing, Inc. on Form S-8 of our reports dated August 17,
1993, appearing in and incorporated by reference in the Annual Report on Form
10-K of Automatic Data Processing, Inc. for the year ended June 30, 1993.



/s/ DELOITTE & TOUCHE

New York, New York
January 18, 1994