<PAGE>
As filed with the Securities and Exchange Commission
on July 8, 1998
Registration Number 33-15920
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________________________
CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-0278528
(State of incorporation) (I.R.S. Employer
Identification Number)
___________________
8100 34th Avenue South
Minneapolis, Minnesota 55425
612-853-8100
(Address and telephone number of Registrant's principal executive
offices)
____________________
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
(Full title of the Plan)
___________________
John A. Haveman
Vice President and Secretary
Ceridian Corporation
8100 34th Avenue South
Minneapolis, Minnesota 55425
(612) 853-7425
(Name, address and telephone number of agent for service)
This Post-Effective Amendment also constitutes Post-Effective
Amendment No. 1 to Ceridian Corporation's Registration Statements
on Form S-8, File Numbers 2-93345 and 2-81865.
<PAGE>
CERIDIAN CORPORATION
Termination of Registration Statements.
Ceridian Corporation ("Ceridian"), formerly known as Control
Data Corporation, established its Personal Investment Plan (the
<PAGE>
"Plan") in 1983. Because the Plan is a "qualified plan" under
Section 401(a) of the Internal Revenue Code and subject to tax
deferral treatment under Section 401(k) of the Internal Revenue
Code, it provides employees of Ceridian and its subsidiaries with
the opportunity to save part of their income on a pre-tax basis
and to have those savings accumulate in tax-deferred investment
funds until termination of active employment. Because one of the
investment funds available under the Plan invests in shares of
Ceridian's common stock, Ceridian registered, under the
Securities Act of 1933, a total of 1,000,000 shares of its common
stock for issuance under the Plan on a series of three
Registration Statements on Form S-8, File Numbers 2-81865, 2-
93345 and 33-15920, the latest of which was filed with the
Securities Exchange Commission (the "Commission") in July 1987.
Because all of the 1,000,000 shares of Ceridian common stock
registered on these three Registration Statements that could be
offered and sold under the Plan has been sold, these three
Registration Statements can be terminated. As a result, Ceridian
hereby files this Post-Effective Amendment to terminate its Form
S-8 Registration Statement File Number 2-81865, its Form S-8
Registration Statement File Number 2-93345, and its Form S-8
Registration Statement File Number 33-15920. Shares of Ceridian
common stock (and Plan interests) that may currently be offered
and sold under the Plan have been registered under the Securities
Act of 1933 on a Registration Statement on Form S-8, File No. 33-
56833, filed with the Commission on December 13, 1994. This
Registration Statement remains effective.
<PAGE>
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment to its Registration
Statement on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, as of July 8, 1998.
CERIDIAN CORPORATION
By: /s/ John A. Haveman
John A. Haveman
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registration Statement on Form
S-8 has been signed as of July 8, 1998 by the following persons in
the capacities indicated.
*/s/ Lawrence Perlman */s/ Richard G. Lareau
Lawrence Perlman Richard G. Lareau, Director
Chairman and Chief
Executive Officer
(Principal Executive
Officer and Director) */s/ Ronald T. LeMay
Ronald T. LeMay, Director
*/s/ J.R. Eickhoff
J. R. Eickhoff */s/ George R. Lewis
Executive Vice President George R. Lewis, Director
and Chief Financial Officer
(Principal Financial Officer)
*/s/ Charles Marshall
*/s/ Loren D. Gross Charles Marshall, Director
Loren D. Gross
Vice President and
Corporate Controller Ronald A. Matricaria, Director
(Principal Accounting
Officer) */s/Carole J. Uhrich, Director
Carole J. Uhrich, Director
*/s/ Ruth M. Davis
Ruth M. Davis, Director */s/ Richard W. Vieser
Richard W. Vieser, Director
*/s/ Paul S. Walsh
Robert H. Ewald, Director Paul S. Walsh, Director
*By: /s/ John A. Haveman
Attorney-in-fact
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this Post-Effective Amendment to
the Registration Statement on Form S-8 to be signed on their
<PAGE>
behalf by the undersigned, thereunto duly authorized, in the city
of Minneapolis, State of Minnesota, as of July 8, 1998.
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
By: Ceridian Corporation Retirement
Committee
By: /s/ John A. Haveman
John A. Haveman
Secretary to and Member of Ceridian
Corporation Retirement Committee
