<PAGE>
As filed with the Securities and Exchange Commission
on July 8, 1998
Registration Number 33-26839
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
POST-EFFECTIVE AMENDMENT NO. 1
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)
____________________
ETA SYSTEMS, INCORPORATED 1983 STOCK OPTION PLAN
ETA SYSTEMS, INCORPORATED 1984 CAPITAL ACCUMULATION PLAN
ETA SYSTEMS, INCORPORATED 1987 STOCK OPTION PLAN
(Full titles of the Plans)
___________________
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.
<PAGE>
In January 1989, Ceridian Corporation ("Ceridian") became
the owner of all of the outstanding common stock of ETA Systems,
Incorporated ("ETA") as a result of the merger of a wholly-owned
subsidiary of Ceridian with and into ETA. In connection with the
merger, Ceridian assumed the ETA Systems, Incorporated 1983 Stock
Option Plan, the ETA Systems, Incorporated 1984 Capital
Accumulation Plan, and the ETA Systems, Incorporated 1987 Stock
Option Plan (the "Plans") and each option then outstanding under
the Plans was converted into an option to acquire shares of
Ceridian common stock. No new stock options could be granted
under the Plans after the merger. The 662,544 shares of Ceridian
common stock that could then be purchased in connection with the
exercise of options granted under the Plans were registered under
the Securities Act of 1933 on a Registration Statement on Form S-
8, File Number 33-26839, filed with the Securities Exchange
Commission (the "Commission") on January 31, 1989.
Because all of the recipients of stock options under the
Plans have either exercised their stock options in full or have
terminated employment with Ceridian and its subsidiaries and
thereby forfeited their unexercised stock options, no additional
shares of Ceridian common stock can be purchased under the Plans.
As a result, Ceridian hereby removes from registration any and
all shares of its common stock that were previously registered
under its Form S-8 Registration Statement File Number 33-26839
and that remain unsold as of the date hereof, and hereby files
this Post-Effective Amendment No. 1 to effect such removal and
terminate this Registration Statement.
<PAGE>
SIGNATURES
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 No. 1 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 No. 1 to the Registration Statement
on Form S-8 has been signed as of July 8, 1998 by the following
persons in the capacities indicated.
<PAGE>
*/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
