<PAGE>
As filed with the Securities and Exchange Commission
on June 30, 1998
Registration Number 33-56351
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________________________
CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 7374 52-0278528
(State of (Primary Standard (I.R.S.
incorporation) (Classification Employer
Code Number) Identification
Number)
8100 34th Avenue South
Minneapolis, Minnesota 55425
612-853-8100
(Address and telephone number of Registrant's principal executive
offices)
____________________
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)
<PAGE>
CERIDIAN CORPORATION
Deregistration of Securities.
The acquisition shelf Registration Statement on Form S-4,
File Number 33-56351, filed by Ceridian Corporation ("Ceridian")
covering 5,000,000 shares of Ceridian common stock was declared
effective by the Securities Exchange Commission (the
"Commission") on May 16, 1995. Ceridian utilized 1,568,354 of
the shares registered under this registration statement to effect
a number of minor acquisitions which had an immaterial effect on
Ceridian. Ceridian has determined that it will not seek to
utilize the remainder of the shares registered under this
Registration Statement, and has decided to terminate the offering
and remove from registration the 3,431,646 share balance under
this Registration Statement which currently remain unsold.
As a result, Ceridian hereby removes from registration the
3,431,646 shares of its common stock that were previously
registered under its Form S-4 Registration Statement File Number
33-56351 and that remain unsold as of the date hereof, and hereby
files this Post-Effective Amendment No. 1 for that purpose.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to its
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis,
State of Minnesota, as of June 30, 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 No. 1 to the Registration Statement
on Form S-4 has been signed as of June 30, 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)
Ronald T. LeMay, Director
*/s/ J.R. Eickhoff
J. R. Eickhoff
Executive Vice President
and Chief Financial Officer George R. Lewis, Director
(Principal Financial Officer)
*/s/ Charles Marshall
*/s/ Loren D. Gross Charles Marshall, Director
Loren D. Gross
Vice President and
Corporate Controller
(Principal Accounting Officer) Ronald A. Matricaria, 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
