AUTOMATIC DATA PROCESSING INC
8-K, 1995-09-01
COMPUTER PROCESSING & DATA PREPARATION
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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549




                            FORM 8-K

                         CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




                            August 31, 1995
        -----------------------------------------------
        Date of Report (Date of earliest event reported)


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


         Delaware                1-5397                   22-1467904
------------------------------------------------------------------------------
  (State or other jurisdiction  (Commission                 (IRS Employer
     of incorporation            File Number)              Identification No.)


                   One ADP Boulevard, Roseland, New Jersey 07068
------------------------------------------------------------------------------
            (Address of principal executive offices)


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


------------------------------------------------------------------
  (Former name or former address, if changed since last report.)


 <PAGE>





  Item 5. Other Events.

          On August 31, 1995, the Registrant released the press release which
          is filed as Exhibit A to this Current Report.


 <PAGE>
                           SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act of 1934,
     the Registrant has duly caused this report to be signed on its behalf
     by the undersigned hereunto duly authorized.


                              AUTOMATIC DATA PROCESSING, INC.
                              (Registrant)



                              By:     /s/ James B. Benson
                                Name:   James B. Benson
                                Title:  Corporate Vice President




  Date:  September 1, 1995
 <PAGE>

                       INDEX TO EXHIBITS



     Exhibit A      Press Release dated August 31, 1995








                          Exhibit A

Arthur Schmidt & Associates, Inc.   For:  AUTOMATIC DATA PROCESSING, INC.
342 MADISON AVENUE                           (NYSE:AUD)
NEW YORK, NEW YORK 10173
TEL (212) 953-5555
FAX (212) 953-5554
------------------------------------------------------------------------

                                                  FOR IMMEDIATE RELEASE


ADP SIGNS AGREEMENT TO ACQUIRE GSI


     ROSELAND, N.J. August 31, 1995 -- Automatic Data Processing, Inc. has
entered into an agreement to acquire for cash all of the outstanding shares
of GSI, a European computer services company based in Paris, France.  The
transaction is valued at FF 2.3 billion (approximately US $460 million) and is
subject to GSI shareholder and various governmental approvals.  The trans-
action is expected to close before the end of the calendar year and may have
a slightly dilutive effect on ADP's earnings per share.


     GSI is the European leader in providing payroll and human resource
information services.  GSI also provides facilities management, banking,
clearing and other information services in Europe.

     GSI's revenues are in excess of FF 2 billion (US $400 million) and the
company has over 3,000 employees, with operations in France, Germany, Italy,
Spain, Switzerland and the United Kingdom.


     Josh S. Weston, chairman and chief executive officer of ADP, said, "The
acquisition of GSI positions ADP as the largest global provider of payroll
and human resource services.  The exceptional strength of the GSI management
team will facilitate our continued expansion in Europe."

     ADP, with $3 billion in revenue and 350,000 clients, is one of the largest
independent computing services firms in the United States.


                               #MDS#JMH#

The information and opinions contained in this release have been furnished
and approved by Automatic Data Processing, Inc.  We are retained by them as
investor relations counsel.

<PAGE>

  (201) 994-5677

                                        September 1, 1995



  Securities and Exchange Commission
  Filing Desk
  Judiciary Plaza
  450 Fifth Street, N.W.
  Washington, D.C. 20549

     Re:  Current Report on Form 8-K of Automatic Data Processing, Inc. ("ADP")

  Gentlemen:

     We hereby electronically file via EDGAR, pursuant to applicable rules
  promulgated under the Securities Exchange Act of 1934, as amended, ADP's
  Current Report on Form 8-K (the "Form 8-K"), including exhibits.

     One (1) manually signed copy of the Form 8-K, with exhibits,
  is being mailed on the date hereof to each of the New York Stock Exchange,
  the Pacific Stock Exchange and the Chicago Stock Exchange.

                                        Sincerely,

                                        /s/ Daniel A. Zaccardo, Esq.

                                        Daniel A. Zaccardo, Esq.


  cc (w/encl): The New York Stock Exchange
          The Pacific Stock Exchange
          The Chicago Stock Exchange





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