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FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

FOR THE FISCAL YEAR ENDED JUNE 30, 1994

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

COMMISSION FILE NUMBER 1-5397

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

DELAWARE 22-1467904
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

ONE ADP BOULEVARD, ROSELAND, NEW JERSEY 07068
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 201-994-5000

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered

COMMON STOCK, $.10 PAR VALUE NEW YORK STOCK EXCHANGE
(VOTING) CHICAGO STOCK EXCHANGE
PACIFIC STOCK EXCHANGE

LIQUID YIELD OPTION NOTES DUE 2012 NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to the 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 (Section 229.405 of this chapter) 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 August 18, 1994 was $7,581,475,653. On August 18, 1994, there
were 140,723,446 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's 1994 Annual Report
to Shareholders Parts I, II & IV
Portions of the Registrant's Proxy Statement for Annual
Meeting of Stockholders to be held on November 15, 1994. Part III

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PART I

ITEM 1. BUSINESS

Automatic Data Processing, Inc., incorporated in Delaware in 1961, and its
subsidiaries (collectively, "ADP") are engaged only in the computing services
business. The following summary describes ADP's activities.

INDUSTRY SEGMENT

All of ADP's computing services enable clients to process and/or distribute
data (their own, ADP's or that of third parties) utilizing ADP's computer
programs (which are made available on an interactive/batch or on-site mode of
computing) and/or by the interactive manipulation of ADP and third party
databases and information.


EMPLOYER SERVICES

ADP's Employer Services offers a comprehensive range of payroll and
payroll-related services which include payroll processing, payroll tax filing,
human resource recordkeeping and reporting, 401(k) recordkeeping and reporting,
timekeeping systems, and unemployment compensation management. These employer
services are provided to clients engaged in a wide variety of businesses. In
addition to marketing its services directly, ADP has marketing relationships
with many banks and accountants whereby ADP offers its services to business
clients of such banks and accountants. Employer services are offered from 53
regional centers located throughout the United States. Employer Services also
has two processing centers in Western Europe and one in Canada. In addition,
for clients who do not require traditional outsourced payroll processing,
Employer Services offers client site payroll processing software.

ADP's payroll processing and payroll tax filing services comprise over 90%
of the revenue of Employer Services. Such services consist primarily of the
preparation and furnishing of employee pay checks and direct deposit advices,
along with the necessary supporting journals, summaries and management
information reports. As part of its regular services, ADP supplies each client
with the quarterly and annual social security, medicare, and federal, state and
local income tax withholding reports required to be filed by employers, W-2
withholding statements for employees, a complete record of payments for each pay
period and a quarterly historical earnings record for each employee. ADP's
payroll services also include the preparation of statistical and audit reports
for use by its clients' management, such as payroll and job cost distribution
reports, welfare and pension fund reports and a payroll audit report.

ADP's automated payroll tax filing service processes federal, state and
local payroll withholding taxes on behalf of ADP clients and remits such taxes
to the appropriate taxing authorities when due.

Approximately 50% of Employer Services' payroll and payroll tax filing
services revenues for the past three fiscal years have been attributable to its
heartland accounts (companies with between 1 and 99 employees), approximately
35% to major accounts (between 100 and 1,000 employees) and approximately 15% to
national accounts (over 1,000 employees).


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ADP's human resource recordkeeping and reporting systems, operating in
conjunction with a client's payroll database, provide comprehensive human
resource services, including salary and benefit administration, applicant
tracking, employee history and other information reporting which is vital to
human resource administration and management.

ADP offers full-service recordkeeping, communication, enrollment and
reporting systems, operating in conjunction with its clients' databases, for an
IRS-approved prototype 401(k) plan (which is a defined contribution retirement
plan for participating employees). Trust and investment management services for
such 401(k) plans are provided by one of the largest trustee banks in the United
States.

ADP's time keeping system provides a fully integrated time keeping
equipment and software system integrated into ADP's payroll systems.

ADP's unemployment compensation management system aids clients in managing
and reducing their unemployment insurance costs.

BROKERAGE SERVICES

ADP provides front-office database and quotation services for the
investment and brokerage community by supplying quotations, financial news
services, and other information to terminals located on brokers' desks. ADP now
provides such services to its clients predominately by interactive
microcomputer-based work stations, while continuing to support the previous
generation of traditional fixed function or "dumb" terminals which have limited
capabilities. ADP also provides predominantly terminal-accessed services or
on-line, real-time (i.e., most recent or current) services for all active equity
securities, commodities, currencies, and interest rate futures trading to
clients in the United States and in certain foreign countries.

ADP provides back-office stock brokerage and related financial computing
services such as trade processing, cage management, stock loan accounting,
on-line inquiry and data collection, portfolio reporting, order matching and
on-line trading. All of these services are offered in the United States and
Canada.

ADP also provides shareholder communication services in the United States
and Canada, handling all shareholder mailings from an issuer to its shareholders
who elect to leave their stock in "street name" in the custody of their
stockbrokers. In fiscal 1994, ADP processed over 165 million shareholder
mailings for over 9,000 publicly held corporations and mutual funds.

DEALER SERVICES

ADP provides industry-specific computing services throughout the United
States, Canada, the United Kingdom and Germany principally to automotive and
truck dealers and manufacturers by providing such clients with a bundled service
solution (which, in addition to the computing services provided, involves ADP
selling computer hardware, licensing computer software and providing software
support and hardware maintenance services to such clients). Computer systems
furnished by ADP manage the day-to-day computing needs of its dealer clients by
providing applications such as inventory control, general accounting control,
lease management, automated parts cataloging, parts invoicing, service


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merchandising, finance and insurance, repair order billing, accounts payable,
check-writing, payroll processing, data archiving and document storage and laser
form printing services.

In addition, ADP establishes and maintains data communications networks for
its automotive and truck manufacturer clients which allow interactive electronic
communications between the manufacturers and their respective dealers. These
data communication networks may be used for new vehicle orders, warranty claims,
delivery reporting, status inquiries of new vehicle orders, vehicle and parts
locating and other similar applications.

ADP also provides data communication networks to link dealers to state
departments of motor vehicles databases for lienholder and drivers license
information and vehicle registration services.

CLAIMS SERVICES

ADP's Claims Services, using the name Claims Solutions Group, provides
automated service solutions to auto insurers and repairers involved in auto
collision repair and valuation in the United States and Canada. These service
solutions produced more than five million automobile accident estimates in
fiscal 1994. The services include automated collision damage repair estimating
for cars and trucks, vehicle valuation services for total losses, and parts
locating and pricing services to auto insurers and repairers to facilitate the
claims settlement and parts locating processes. Claims Services also provides
management reports and vehicle damageability and repair cost statistics to
insurance companies, government agencies and automobile manufacturers, services
that evaluate the appropriateness of medical treatment and invoicing for auto
accident victims, and a property loss repair and replacement system to assist in
settling homeowners' claims.

ADP CREDIT CORP.

ADP Credit Corp. provides computer leasing and financing services primarily
to clients of Dealer Services who lease on-site computers from ADP to obtain
ADP's services.

NATURE OF SERVICES PROVIDED

In each of Employer Services, Dealer Services, Claims Services and most of
the Brokerage Services business (as well as all other smaller businesses), ADP's
services involve the processing of data supplied by clients and delivering the
resulting processed information and related management reports to such clients.
In the front-office component of the Brokerage Services business, the primary
service takes the form of providing stock quotation data (which data is provided
by various securities exchanges) to clients. This front-office component
represents less than 10% of consolidated revenue.

Services to all industries are frequently provided by the electronic
transmission (through communications lines) of computer-generated data and
information from and to clients. Services are offered through a variety of
third-party computer platforms which run on various third-party operating
systems. Virtually none of ADP's services require ADP-proprietary computer
platforms and/or operating systems.

All of ADP's services utilize somewhat similar facilities, computers,
communications networks, salesforces, and client service support personnel.
ADP's businesses share numerous facilities, selected


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computer rooms and communications networks, and ADP occasionally transfers some
of its labor force among business units. The input and output of all of ADP's
businesses is data and information. On occasion ADP has transferred services
and products between business units.

While the labor intensiveness of a service may vary somewhat based on the
degree of automation and complexity in providing the service, all services use
the same basic functions as described above. None of ADP's service offerings
are particularly capital intensive.

MARKETS AND MARKETING METHODS

All of ADP's services are sold broadly across the United States and Canada.
Non-North American services amounted to less than 5% of fiscal 1994 revenue.
All services use common marketing techniques, including direct sales
methodologies with emphasis on referral sources.

None of ADP's major business groups have a single homogenous client base or
market. For example, while Brokerage Services primarily serves the retail
brokerage market, it also services banks, commodity dealers, the institutional
brokerage market and individual non-brokerage corporations. Dealer Services
primarily serves automobile dealers, but also serves truck and agricultural
equipment dealers, auto repair shops, used car lots, state departments of motor
vehicles, and manufacturers of automobiles, trucks and agricultural equipment.
Claims Services has many clients who are insurance companies, but also provides
services to automobile manufacturers, body repair shops, salvage yards,
distributors of new and used automobile parts and other non-insurance clients.
Employer Services has over 275,000 clients from a large variety of industries
and markets. Within this client base are concentrations of clients in specific
industries. While concentrations of clients exist, no one business group is
material to ADP's overall revenue. Employer Services also sells to auto
dealers, brokerage clients, and insurance clients.

None of ADP's businesses are overly sensitive to price changes. Economic
conditions among selected clients and groups of clients may and do have a
temporary impact on demand for ADP's services.

ADP enjoys a leadership position in each of its major service offerings and
does not believe any major service or business unit in ADP is subject to unique
market risk.

COMPETITION

The computing services industry is highly competitive. ADP knows of no
reliable statistics by which it can determine the number of its competitors, but
it believes that it is one of the largest independent computing services
companies in the United States.

ADP's competitors include banks, other independent computing services
companies, and divisions of diversified enterprises. Another competitive factor
in the computing services industry is the in-house computing function, whereby a
company installs and operates its own computing equipment.

Competition in the computing services industry is primarily based on
service responsiveness, product quality and price. ADP believes that it is
very competitive in each of these areas and that there are no material negative
factors impacting on ADP's competitive position in the computing services
industry. No one competitor or group of competitors is dominant in the
computing services industry.


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CLIENTS AND CLIENT CONTRACTS

ADP provides computing services to approximately 300,000 clients. Annual
revenues attributable to large client accounts range from $1 million to
approximately $55 million per client, while thousands of small client accounts
produce annual revenues of less than $1,000 each. ADP's largest single client
accounts for approximately 2% of its annual revenue.

ADP has virtually no "backlog" because the period between the time a client
agrees to use ADP's services and the time the service begins is generally very
short and no sales order is considered firm until installed and producing
revenue.

ADP's average client retention is between six and seven years in Employer
Services and is ten or more years in Brokerage, Dealer and Claims Services and
does not vary significantly from period to period.

ADP does not offer to its clients rebates or promotions on its products and
services. Discounts offered to clients on its products and services are not
material.

ADP's services are provided under written Price Quotations or Services
Agreements having varying terms and conditions. No one Price Quotation or
Service Agreement is material to ADP.

SYSTEMS DEVELOPMENT AND PROGRAMMING

During the fiscal years ended June 30, 1994, 1993 and 1992, ADP spent
$160,803,000, $132,386,000 and $111,483,000, respectively, on systems
development and programming activities for the development of new, and the
improvement and maintenance of existing, computing services.

PRODUCT DEVELOPMENT

ADP continually upgrades, enhances and expands its existing products and
services. Generally, no new product or service has a significant effect on
ADP's revenue or negatively impacts its existing products and services, and each
existing product and service has a significant remaining life cycle.

LICENSES

ADP is the licensee under a number of agreements for computer programs and
databases. ADP's business is not dependent upon a single license or group of
licenses. Licenses, patents, trademarks and franchises are not material to ADP's
business as a whole.

COMPENSATION OF MARKETING AND SALES PERSONNEL

The compensation arrangements of ADP's marketing and sales personnel vary
significantly based on the tenure of the particular salesperson, with the
commission-based portion of total compensation averaging 30%-40%. ADP sets
minimum sales quotas on an individual basis.


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COMPUTER SYSTEMS

ADP does not manufacture computer systems or act as a distributor of
computer systems. ADP may, however, be deemed to be a value-added reseller of
computer systems insofar as its services often include computer equipment as
part of the bundled service solution.

ADP's services are offered on a variety of computer platforms which run
various operating systems. These computer platforms include those offered by
IBM, IBM-compatibles, Digital Equipment Corporation, Apple, Motorola, Hewlett
Packard and McDonnell Douglas. The operating systems supporting such computer
platforms include DOS, Windows, OS2, VSE, MVS, VMS, System 7 OS, Unix, Reality
and Pick.

ADP's service warranty to its clients is that if any errors or omissions
occur in its service offerings, ADP will correct them as soon as possible. In
addition, ADP provides, either directly or through third parties, maintenance
and support for the ADP-provided equipment and software which facilitates the
delivery of its services to clients.

NUMBER OF EMPLOYEES

ADP employed approximately 22,000 persons as of June 30, 1994.

EXECUTIVE OFFICERS OF THE REGISTRANT

See Item 10 in Part III hereof.

RECENT DEVELOPMENTS

See "Note 2. Acquisitions" on page 25 of the Registrant's 1994 Annual
Report to Shareholders, which information is incorporated herein by reference.

ITEM 2. PROPERTIES

ADP leases space for more than 50 of its processing centers. In addition,
ADP leases numerous small processing centers and sales offices. All of these
leases, which aggregate approximately 3,500,000 square feet in the United
States, Canada, Europe and Asia, expire at various times up to the year 2016.
ADP owns 23 of its processing facilities and its corporate headquarters in
Roseland, New Jersey, which aggregate approximately 2,200,000 square feet.

ITEM 3. LEGAL PROCEEDINGS

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


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PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

See "Market Price and Dividend Data" on page 20 of the Registrant's 1994
Annual Report to Shareholders, which information is incorporated herein by
reference. As of August 18, 1994, the Registrant had 22,935 registered holders
of its Common Stock, par value $.10 per share. The Registrant's Common Stock is
traded on the New York, Chicago and Pacific Stock Exchanges.

ITEM 6. SELECTED FINANCIAL DATA

See "Selected Financial Data" on page 17 of the Registrant's 1994 Annual
Report to Shareholders, which information 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" on pages 18-20 of the
Registrant's 1994 Annual Report to Shareholders, the Letter to Shareholders on
pages 2-4 of such report and the business descriptions on pages 6-13 of such
report, which information is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements described in Item 14(a) hereof are incorporated
herein.

The following supplementary data is incorporated herein by reference:

Page in 1994 Annual
Report to Shareholders
----------------------

Quarterly Financial Results (unaudited)
for the three years ended
June 30, 1994 30

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None


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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Registrant, their ages, positions and the
period during which they have been employed by ADP are as follows:

Employed by
Name Age Position ADP Since
- -------------------- --- --------------------- ----------

Josh S. Weston 65 Chairman of the Board 1970
and Chief Executive
Officer

Arthur F. Weinbach 51 President and 1980
Chief Operating Officer

Fred D. Anderson, Jr. 50 Vice President and 1992
Chief Financial Officer

James B. Benson 49 Vice President and 1977
General Counsel

Richard C. Berke 49 Vice President, 1989
Human Resources

Gary C. Butler 47 Group President of 1975
Dealer Services

Robert J. Casale 55 Group President of 1988
Brokerage Services

John R. Gaulding 49 President of Claims 1990
Services

Richard J. Haviland 48 Vice President 1982
and Controller

Fred S. Lafer 65 Senior Vice President, 1967
Secretary and Counsel
to the Board

Glenn W. Marschel 48 Group President of 1971
Employer Services


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Employed by
Name Age Position ADP Since
- -------------------- --- --------------------- ----------

Joseph B. Pirret 53 Vice President and 1974
Treasurer

Michael W. Reece 49 Vice President, 1987
Corporate Development


Messrs. Weston, Weinbach, Benson, Berke, Butler, Casale, Haviland, Lafer,
Marschel, Pirret and Reece have each been employed by ADP in senior executive
positions for more than the past five years.

Fred D. Anderson, Jr. joined ADP in August 1992 as a Corporate Vice
President and ADP's Chief Financial Officer. Prior to joining ADP he was
employed for thirteen years by MAI Systems Corporation (formerly MAI Basic Four,
Inc.) and its predecessor company, Management Assistance Inc., in various senior
executive positions, including as Senior Vice President and Chief Financial
Officer from 1985 until 1989 and President and Chief Operating Officer from 1990
until 1991.

John R. Gaulding joined ADP in April 1990 as the President of Claims
Services and a Corporate Vice President. Prior to joining ADP he was employed
for seven years by Pacific Telesis Group in various senior executive positions,
including as President and Chief Executive Officer of the Pacific Bell
Directory, a subsidiary of Pacific Telesis Group, from 1986 until 1990.

Each of ADP's executive officers is elected for a term of one year and
until their successors are chosen and qualified or until their death,
resignation or removal.

DIRECTORS OF THE REGISTRANT

See "Election of Directors" in the Proxy Statement for Registrant's 1994
Annual Meeting of Stockholders, which information is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

See "Compensation of Executive Officers" in the Proxy Statement for
Registrant's 1994 Annual Meeting of Stockholders, which information is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See "Election of Directors--Security Ownership of Certain Beneficial
Owners and Management" in the Proxy Statement for Registrant's 1994 Annual
Meeting of Stockholders, which information is incorporated herein by reference.


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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Compensation of Executive Officers--Certain Transactions" in the
Proxy Statement for Registrant's 1994 Annual Meeting of Stockholders, which
information is incorporated herein by reference.


PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)1. FINANCIAL STATEMENTS

The following consolidated financial statements of Automatic Data
Processing, Inc. and its subsidiaries are included in Part II, Item 8:

Page in 1994 Annual
Report to Shareholders
----------------------

Independent Auditors' Report 31

Consolidated Balance Sheets - June 30, 1994 and 1993 22

Statements of Consolidated Earnings - years
ended June 30, 1994, 1993 and 1992 21

Statements of Shareholders' Equity - years
ended June 30, 1994, 1993 and 1992 23

Statements of Consolidated Cash Flows - years
ended June 30, 1994, 1993 and 1992 24

Notes to Consolidated Statements 25-30

Financial information of the Registrant is omitted because the Registrant
is primarily an operating company. The Registrant's subsidiaries which are
listed on Exhibit 21 attached hereto are wholly-owned.

2. FINANCIAL STATEMENT SCHEDULES
Page in Form l0-K
-----------------
Schedule I - Marketable Securities 13

Schedule VIII - Valuation and Qualifying Accounts 14

Schedule X - Supplementary Income Statement
Information 15


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All other Schedules have been omitted because they are inapplicable or are
not required or the information is included elsewhere in the financial
statements or notes thereto.

3. The following exhibits are filed with this Form 10-K or incorporated
herein by reference to the document set forth next to the exhibit in the list
below:

(3)-#1 - Amended Restated Certificate of Incorporation -
incorporated by reference to Exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1987

(3)-#2 - By Laws as currently in effect - incorporated by
reference to Exhibit (3)-#2 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
June 30, 1991

(4)-#1 - Indenture dated as of February 20, 1992 between
Automatic Data Processing, Inc. and Bankers Trust
Company, as trustee, regarding the Liquid Yield
Option Notes due 2012 of the Registrant -
incorporated by reference to Exhibit (4)-#1 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1992

(10)(i)-#1 - Asset Purchase Agreement dated as of April 17, 1992
among Registrant and Bank of America National Trust
and Savings Association and Managistics Incorporated
- incorporated by reference to Exhibit A to
Registrant's current report on Form 8-K dated June
4, 1992

(10)(ii)(A)-#1 - Employment Agreement with Josh S. Weston -
incorporated by reference to Exhibit 10(ii) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1986 (Management
Contract)

(10)(ii)(A)-#2 - Amendment to Employment Agreement with Josh S.
Weston - incorporated by reference to Exhibit
10(ii)(A)-#2 to Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1990
(Management Contract)

(10)(ii)(A)-#3 - Amendment to Employment Agreement with Josh S.
Weston (Management Contract)

(10)(iii)(A)-#1 - Agreements with Richard C. Berke, Robert J. Casale,
Glenn W. Marschel and Arthur F. Weinbach -
incorporated by reference to Exhibit 10(iii)(A)-#1
to Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1990 (Management
Contracts)

(10)(iii)(A)-#2 - Agreement with Gary C. Butler - incorporated by
reference to Exhibit 10(iii)(A)-#2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended
June 30, 1991 (Management Contract)


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(10)(iii)(A)-#3 - Agreement with Fred D. Anderson, Jr. (Management
Contract)

(10)(iii)(A)-#4 - l98l Key Employees' Stock Option Plan - incorporated
by reference to Registrant's Registration Statement
No. 2-75287 on Form S-8 (Management Compensatory
Plan)

(10)(iii)(A)-#5 - Key Employees' Restricted Stock Plan - incorporated
by reference to Registrant's Registration Statement
No. 33-25290 on Form S-8 (Management Compensatory
Plan)

(10)(iii)(A)-#6 - Supplemental Officers' Retirement Plan, as amended
and restated - incorporated by reference to Exhibit
10(iii)(A)-#5 to Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1993
(Management Compensatory Plan)

(10)(iii)(A)-#7 - Amendment to 1981 Key Employees' Stock Option Plan -
incorporated by reference to Registrant's Annual
Report on Form 10-K for the fiscal year ended June
30, 1989 (Management Compensatory Plan)

(10)(iii)(A)-#8 - 1989 Non-Employee Director Stock Option Plan -
incorporated by reference to Exhibit 10(iii)(A)-#7
to Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1990 (Management
Compensatory Plan)

(10)(iii)(A)-#9 - 1990 Key Employees' Stock Option Plan - incorporated
by reference to Exhibit 10(iii)(A)-#8 to
Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1990 (Management
Compensatory Plan)

(10)(iii)(A)-#10 - 1994 Directors' Pension Arrangement (Management
Compensatory Plan)

(11) - Schedule of Computation of Earnings Per Share

(13) - Pages 2-4, 6-13 and 17-31 of the 1994 Annual Report
to Shareholders (with the exception of the pages
incorporated by reference herein, the Annual Report
is not a part of this filing)

(21) - Subsidiaries of the Registrant

(23) - Independent Auditors' Report and Consent

(27) - Financial Data Schedule

(b) None.


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AUTOMATIC DATA PROCESSING, INC.

AND SUBSIDIARIES

SCHEDULE I - MARKETABLE SECURITIES

(In thousands)





Column A Column B Column C Column D Column E
- ----------- --------------- ---------- ------------- ----------------
Amount at which
each portfolio
of equity
Number of Market security issues
shares or value of each and each other
units-principal issue at security issue is
Name of issuer and amount of Cost of balance sheet carried in the
title of each issue bonds and notes each issue date balance sheet
- ------------------- --------------- ---------- ------------- -----------------

Year ended June 30, 1994:

MARKETABLE SECURITIES (A)

Municipal Securities $763,962 $744,497 $745,379 (B)

Common Stock (Primarily Utilities) 82,955 78,185 78,185
-------- -------- --------
Total Marketable Securities $846,917 $822,682 $823,564
======== ======== ========


(A) No single issue exceeds 2% of total assets.

(B) Marketable debt securities are carried at amortized costs on the balance sheet.



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AUTOMATIC DATA PROCESSING, INC.

AND SUBSIDIARIES

SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

(In thousands)


Column A Column B Column C Column D Column E
- -------- ---------- --------------------------- ---------- ----------
Additions
---------------------------
(1) (2)
Charged to
Balance at Charged to other Balance at
beginning costs and accounts- Deductions- end of
of period expenses describe describe period
---------- ------------- ---------- ---------- ----------

Year ended June 30, 1994:
Allowance for doubtful accounts:
Current $ 18,112 $ 6,838 $ 492 (B) $ 4,929 (A) $ 20,513

Long-term $ 21,684 $ 4,366 $ - $ 1,524 (A) $ 24,526

Year ended June 30, 1993:
Allowance for doubtful accounts:
Current $ 14,743 $ 9,445 $ 239 (B) $ 6,315 (A) $ 18,112

Long-term $ 19,591 $ 5,850 $ - $ 3,757 (A) $ 21,684

Year ended June 30, 1992:
Allowance for doubtful accounts:
Current $ 10,571 $ 10,322 $ 1,175 (B) $ 7,325 (A) $ 14,743

Long-term $ 9,979 $ 12,900 $ 984 (B) $ 4,272 (A) $ 19,591



(A) Doubtful accounts written off, less recoveries on accounts previously written off.
(B) Acquired in purchase transactions.



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AUTOMATIC DATA PROCESSING, INC.

AND SUBSIDIARIES

SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION

(In thousands)

Column A
--------
Year ended June 30,

1994 1993 1992
--------- --------- ---------

Maintenance and repairs (A) $ 111,341 $ 111,546 $ 97,466



(A) Includes both internal maintenance and repair expenses, and also
maintenance for client site data processing equipments, such as client
site terminals for Brokerage Services and Dealer Services.



All other required information has been omitted as the totals are included
elsewhere or are less than one percent of revenues.


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SIGNATURES

Pursuant to the requirements of Section l3 or l5(d) of the Securities
Exchange Act of l934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

AUTOMATIC DATA PROCESSING, INC.
(Registrant)



September 1, 1994 By /s/ Josh S. Weston
---------------------------------------
Josh S. Weston, Chairman and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of l934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.




Signature Title Date
--------- ----- ----



/s/ Josh S. Weston Chairman of the Board September 1, 1994
- ------------------------------- and Director (Principal
(Josh S. Weston) Executive Officer)




/s/ Fred D. Anderson, Jr. Chief Financial Officer and September 1, 1994
- ------------------------------ Corporate Vice President
(Fred D. Anderson, Jr.) (Principal Financial Officer)




/s/ Richard J. Haviland Controller and Corporate September 1, 1994
- ------------------------------ Vice President
(Richard J. Haviland)




/s/ Joseph A. Califano, Jr. Director September 1, 1994
- ------------------------------
(Joseph A. Califano, Jr.)



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/s/ Leon G. Cooperman Director September 1, 1994
- ------------------------------
(Leon G. Cooperman)



/s/ Edwin D. Etherington Director September 1, 1994
- ------------------------------
(Edwin D. Etherington)




/s/ Ann Dibble Jordan Director September 1, 1994
- ------------------------------
(Ann Dibble Jordan)




/s/ Harvey M. Krueger Director September 1, 1994
- ------------------------------
(Harvey M. Krueger)




/s/ Charles P. Lazarus Director September 1, 1994
- ------------------------------
(Charles P. Lazarus)




/s/ Frederic V. Malek Director September 1, 1994
- ------------------------------
(Frederic V. Malek)




/s/ Henry Taub Director September 1, 1994
- ------------------------------
(Henry Taub)



/s/ Laurence A. Tisch Director September 1, 1994
- ------------------------------
(Laurence A. Tisch)



/s/ Arthur F. Weinbach Director September 1, 1994
- ------------------------------
(Arthur F. Weinbach)



-17-