S-8

As filed with the Securities and Exchange Commission on November 14, 2007

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM S–8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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AUTOMATIC DATA PROCESSING, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		22-1467904 (I.R.S. Employer Identification No.)
	One ADP Boulevard Roseland, New Jersey (Address of principal executive offices)		07068 (Zip Code)

________________

Automatic Data Processing, Inc. 2003 Director Stock Plan

(Full title of the plan)

_________________

James B. Benson, Esq.

Vice President, Secretary and General Counsel

Automatic Data Processing, Inc.

One ADP Boulevard

Roseland, New Jersey 07068

(Name and address of agent for service)

(973) 974-5000

(Telephone number, including area code, of agent for service)

_______________

Copy to:

Richard S. Borisoff, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

________________

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, par value $0.10 per share	150,000 shares	$46.94	$7,041,000	$217

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(c) and 457(h) under the Securities Act. The Proposed Maximum Offering Price Per Share was determined by averaging the high and low prices of the common stock, par value $.10 per share (“Common Stock”), of Automatic Data Processing, Inc. (the “Company” or “Registrant”) as reported on the New York Stock Exchange on November 12, 2007.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 are not required to be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to the Note to Part I of Form S-8 and Rule 424 under the Securities Act. The information required in the Section 10(a) prospectus is included in documents being maintained and delivered by the Company as required by Part I of Form S-8 and by Rule 428 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Company with the Commission are incorporated herein by reference:

1.         The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007.

2.         The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.

3.         The Company’s Current Reports on Form 8-K dated August 9, 2007, September 10, 2007, September 14, 2007, October 4, 2007 and November 13, 2007.

4.         The description of the Company’s Common Stock contained in its registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as filed with the Commission on January 21, 1992, including any amendment or report filed for the purpose of amending such description.

In addition, all reports and documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

The validity of the shares of Common Stock being registered pursuant hereto has been passed upon by James B. Benson, Esq., Vice President, Secretary and General Counsel of the Company.

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Mr. Benson, a full-time employee of the Company, beneficially owns 207,921 shares of the Company’s Common Stock.

Item 6. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware authorizes a corporation to indemnify its directors, officers, employees and agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred, including liabilities under the Securities Act, provided they act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful, although in the case of proceedings brought by or on behalf of the corporation, such indemnification is limited to expenses and is not permitted if the individual is adjudged liable to the corporation (unless the Delaware Court of Chancery or the court in which such proceeding was brought determines otherwise in accordance with the General Corporation Law of the State of Delaware). Section 102 of the General Corporation Law of the State of Delaware authorizes a corporation to limit or eliminate its directors’ liability to the corporation or its stockholders for monetary damages for breaches of fiduciary duties, other than for (i) breaches of the duty of loyalty, (ii) acts or omissions not in good faith or that involve intentional misconduct or knowing violations of law, (iii) unlawful payments of dividends, stock purchases or redemptions or (iv) transactions from which a director derives an improper personal benefit. In addition, Section 145 of the General Corporation Law of the State of Delaware authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against and incurred by such person in any such capacity, or arising out of such person’s status as such.

Article Fifth, Sections 3 and 4 of the Company’s Amended and Restated Certificate of Incorporation provide as follows:

“The Corporation shall indemnify all directors and officers of the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware (and in particular Paragraph 145 thereof), as from time to time amended, and may purchase and maintain insurance on behalf of such directors and officers. In addition, the Corporation shall, in the manner and to the extent as the By-laws of the Corporation shall provide, indemnify to the full extent permitted by the General Corporation Law of the State of Delaware (and in particular Paragraph 145 thereof), as from time to time amended, such other persons as the By-laws shall provide, and may purchase and maintain insurance on behalf of such other persons.”

“A director of the Corporation shall not be held personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; except for liability (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of any director of the Corporation existing at the time of, or for or with respect to any acts or omissions occurring prior to, such repeal or modification.”

Article 6, Section 6.01 of the Company’s Amended and Restated By-Laws provides as follows:

“Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or

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proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she (x) acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of any such employee or agent, in a manner he or she reasonably believed to be not in violation of any policies or directives of the Corporation, and (y) with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (i) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (ii) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The indemnification under this Section 6.01 shall apply to all directors and officers of the Corporation who sit on the boards of directors of non-profit corporations in keeping with the Corporation’s philosophy.”

“The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.”

As permitted by Section 145 of the General Corporation Law of the State of Delaware and the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws, the Company also maintains a directors and officers liability insurance policy which insures, subject to certain exclusions, deductibles and maximum amounts, directors and officers of the Company against damages, judgments, settlements and costs incurred by reason of certain acts committed by such persons in their capacities as directors and officers.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

Exhibits

4.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Company’s Registration Statement No. 333-72023 on Form S-4 filed with the Commission on February 9, 1999)
4.2	Amended and Restated By–laws of the Company (incorporated by reference to Exhibit 3.2 to Company’s Current Report on Form 8-K dated November 13, 2007)
4.3	Form of the Company’s Common Stock certificate (incorporated by reference to Exhibit 4.4 to Registrant’s Registration Statement on Form S-3 filed with the Commission on January 21, 1992)
4.4*	Automatic Data Processing, Inc. 2003 Director Stock Plan

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5.1*	Opinion of James B. Benson, Esq. as to the legality of the securities being registered hereby
23.1*	Consent of James B. Benson, Esq. (included in Exhibit 5.1)
23.2*	Consent of Deloitte & Touche LLP
24.1*	Power of Attorney (included on signature page)

________________________

* Filed herewith

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that, paragraphs (a)(i) and (a)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

(d) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(e) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(f) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseland, State of New Jersey on November 14, 2007.

AUTOMATIC DATA PROCESSING, INC.
By:	/s/Gary C. Butler
	Name:Gary C. Butler Title:President and Chief Executive Officer

POWER OF ATTORNEY

The officers and directors of Automatic Data Processing, Inc. whose signatures appear below hereby constitute and appoint Gary C. Butler and James B. Benson, and each of them (with full power to each of them to act alone), their true and lawful attorneys-in-fact, with full powers of substitution and resubstitution, to sign and execute on behalf of the undersigned any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, and each of the undersigned does hereby ratify and confirm all that said attorneys-in-fact shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below on November 14, 2007 by the following persons in the capacities indicated.

Signature	Title
/s/ Gary C. Butler	President and Chief Executive
(Gary C. Butler)	Officer, Director
	(Principal Executive Officer)
/s/ Christopher R. Reidy	Chief Financial Officer
(Christopher R. Reidy)	(Principal Financial Officer)
/s/ Alan Sheiness	Corporate Controller
(Alan Sheiness)	(Principal Accounting Officer)
/s/ Gregory D. Brenneman	Director
(Gregory D. Brenneman)
/s/ Leslie A. Brun	Director
(Leslie A. Brun)
/s/ Leon G. Cooperman	Director
(Leon G. Cooperman)
/s/ Eric C. Fast	Director
(Eric C. Fast)

/s/ R. Glenn Hubbard	Director
(R. Glenn Hubbard)
/s/ John P. Jones	Director
(John P. Jones)
/s/ Frederic V. Malek	Director
(Frederic V. Malek)
/s/ Gregory L. Summe	Director
(Gregory L. Summe)
/s/ Henry Taub	Director
(Henry Taub)

INDEX TO EXHIBITS

Exhibits

4.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Company’s Registration Statement No. 333-72023 on Form S-4 filed with the Commission on February 9, 1999)
4.2	Amended and Restated By–laws of the Company (incorporated by reference to Exhibit 3.2 to Company’s Current Report on Form 8-K dated November 13, 2007)
4.3	Form of the Company’s Common Stock certificate (incorporated by reference to Exhibit 4.4 to Registrant’s Registration Statement on Form S-3 filed with the Commission on January 21, 1992)
4.4*	Automatic Data Processing, Inc. 2003 Director Stock Plan
5.1*	Opinion of James B. Benson, Esq. as to the legality of the securities being registered hereby
23.1*	Consent of James B. Benson, Esq. (included in Exhibit 5.1)
23.2*	Consent of Deloitte & Touche LLP
24.1*	Power of Attorney (included on signature page)

_______________________

* Filed herewith.

EX-4

EXHIBIT 4.4

AUTOMATIC DATA PROCESSING, INC.

2003 DIRECTOR STOCK PLAN

(as amended and restated effective as of November 13, 2007)

Automatic Data Processing, Inc., a Delaware corporation (the “Company”), hereby formulates and adopts the following 2003 Director Stock Plan (the “Plan”) for non-employee directors of the Company (“Non-employee Directors”):

I.Purpose. The purpose of the Plan is to provide (i) nonelective payment of a portion of Non-employee Director annual retainer fees in the form of deferred stock units (“Deferred Stock Units”) which entitle the Non-employee Directors to receive, under the terms and conditions described herein, shares of the common stock of the Company, par value $.10 per share (“Common Stock”), (ii) effective November 13, 2007, allow Non-employee Directors to defer all or part of annual retainer fees not already paid in Deferred Stock Units and (iii) allow Non-employee Directors to defer receipt of Meeting Fees. The Plan was first effective as of August 11, 2003, subject to the approval of the Company's stockholders at the Company's 2003 annual stockholder meeting, and is hereby amended and restated effective as of November 13, 2007.

II.        Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

A.        “Account” means the bookkeeping account established and maintained by the Company for each Participant. In accordance with Section VI, amounts credited to an Account in respect of an Annual Retainer Dollar Amount or an Elective Amount will be expressed as a number of Deferred Stock Units, and amounts credited in respect of Meeting Fees will be expressed in dollars.

B.        “Annual Retainer Dollar Amount” means a dollar amount established by the Board of Directors from time to time as the amount of the annual retainer for Non-employee Directors paid only in the form of Deferred Stock Units without election.

C.        “Beneficiary” means the person or persons designated by a Participant in accordance with Section VIII to receive the benefits specified hereunder in the event of the Participant's death or, if there is no surviving designated Beneficiary, the Participant's estate.

D. “Board of Directors” means the Board of Directors of the Company.

E.        “Code” means the Internal Revenue Code of 1986, as amended, and any applicable Treasury Regulations and other binding regulatory guidance promulgated thereunder.

F.        “Distribution Date” means, with respect to each Participant (or his Beneficiary, if the Participant dies before distribution of his Account), the date on which distribution in respect of his Account interests in accordance with Section VII commences. A Participant's Distribution Date shall be on the thirtieth day following the date of such Participant's Separation From Service.

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G.        “Dividend Equivalents” means, with respect to each Deferred Stock Unit, an amount equal to the cash dividends, if any, which would have been paid with respect to such Deferred Stock Unit, if such Deferred Stock Unit were an actual share of Common Stock.

H.        “Elective Amount” means the portion of the annual retainer for Non-employee Directors determined under Section III. A. in respect of services for any particular calendar year which may be paid to the Non-employee Director either in cash or in Deferred Stock Units at the election of the Non-employee Director.

I.         “Fair Market Value” of a share of Common Stock means prior to November 13, 2007 the average of the high and low sales prices of a share of Common Stock on the New York Stock Exchange Composite Tape on the date in question, and effective November 13, 2007 the closing price of a share of Common Stock on the New York Stock Exchange Composite Tape on the date in question. If shares of Common Stock are not traded on the New York Stock Exchange on such date, “Fair Market Value” of a share of Common Stock shall be determined by the Board of Directors in its sole discretion.

J.         “Meeting Fees” shall mean fees a Non-employee Director earns for attendance at Board of Directors meetings and committee meetings, as well as fees a Non-employee Director earns for serving as the chairperson of a committee of the Board of Directors.

K.        “Participant” means any Non-employee Director or former Non-employee Director for whom the Company maintains an Account under the Plan.

L.        “Payment Date” means an annual date established by the Board of Directors from time to time for the crediting of the annual retainer to Non-employee Directors in the form of Deferred Stock Units under the Plan.

M. “Plan” means this Automatic Data Processing, Inc. 2003 Director Stock Plan.

N. “Section 409A” means section 409A of the Code.

O.        “Separation From Service” shall have the meaning set forth in regulatory guidance promulgated under Section 409A(a)(2)(A)(i) of the Code.

P.        “Specified Employee” means a Non-employee Director who meets the definition of “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code.

III.      Participation. Only Non-employee Directors may participate in the Plan, and all Non-employee Directors shall participate in the Plan unless determined by a majority vote of the entire Board of Directors.

A.        Elections to Defer Annual Retainer. The Board of Directors shall determine the Elective Amount in its sole discretion from time to time. A Participant who wishes to have any part of the Elective Amount for any given calendar year paid as Deferred Stock Units on his Distribution Date shall irrevocably elect such medium of payment prior to the commencement of the calendar year during which the Elective Amount is to be earned. Such election shall be made in accordance with procedures and rules promulgated by the Board of Directors or its delegee for

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such purpose. Any election made under this Section III. A. shall apply to the Participant's Elective Amount earned in future calendar years unless and until the Participant makes a later election in accordance with the terms of this Section III. A.

B.        Elections to Defer Meeting Fees. A Participant who wishes to have all or any part of his Meeting Fees for a given calendar year deferred and paid to him on his Distribution Date shall irrevocably elect payment of such Meeting Fees on a deferred basis prior to the commencement of the calendar year during which the Meeting Fees are to be earned. Such election shall be made in accordance with procedures established by the Board of Directors or its delegee for such purpose. Any election made under this Section III. B. shall apply to Meeting Fees earned in future calendar years unless and until the Participant makes a later election in accordance with the terms of this Section III. B. Such election shall also include an irrevocable designation of the form of payment to be used when such deferred Meeting Fees are distributed on the Distribution Date. A Non-employee director shall either elect distribution in the form of a single lump sum payment or in the form of substantially equal annual payments to be made over a period of two to ten years. If the Nonemployee Director has not designated a form of payment prior to the beginning of the calendar year in which the Meeting Fees subject to such election are earned, such Participant shall be deemed to have irrevocably elected to receive payment of such deferred Meeting Fees in a single lump sum on his Distribution Date.

IV. Administration.

A.        Authority of the Board of Directors. The Board of Directors shall administer and enforce the Plan in accordance with its terms, and shall have all powers necessary to accomplish those purposes, including but not limited to the power to: (i) compute the number of Deferred Stock Units to be credited to each Account; (ii) maintain or to designate any person or entity to maintain all records necessary for the administration of the Plan; (iii) establish rules for the regulation of the Plan that are consistent with the terms hereof; (iv) interpret the Plan and correct any defect or omission or reconcile any inconsistency in the Plan; and (v) provide for the disclosure of information to Participants or Beneficiaries. Any determinations made by the Board of Directors regarding the Plan shall be final and binding on all affected Participants and Beneficiaries.

Notwithstanding the above, no member of the Board of Directors shall participate in any matter which involves solely a determination of the benefits payable to him under the Plan. Any action of the Board of Directors with respect to the Plan shall be conclusive and binding upon all persons interested in the Plan except to the extent otherwise specifically indicated herein. The Board of Directors may appoint agents and delegate thereto such powers and duties in connection with the administration of the Plan as it may from time to time prescribe.

B.        Indemnification of the Board of Directors. To the maximum extent permitted by applicable law, the Board of Directors, and each member thereof, shall not be liable for, and the Company shall indemnify the Board of Directors, and each member thereof, and agree to hold the Board of Directors, and each member thereof, harmless from, all liabilities and claims (including reasonable attorney's fees and expenses in defending against such liabilities and

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claims) against the Board of Directors, and each member thereof, arising from any actions taken thereby in connection with the administration of the Plan unless such liabilities or claims are the result of the gross negligence or willful misconduct thereof.

V.Common Stock Subject to the Plan. Subject to the adjustment provisions of Section VI.B. below, a maximum of 150,000 shares of Common Stock may be delivered under the Plan. There shall be reserved at all times for delivery under the Plan a number of shares of Common Stock, of either authorized and unissued shares of Common Stock, shares of Common Stock held in the Company's treasury, or both, equal to the maximum number of shares that may be delivered under the Plan.

VI. Participant Accounts.

A.        Crediting of Deferred Stock Units. On each Payment Date, the Account of each Participant shall be credited with a number of Deferred Stock Units (rounded down to the nearest whole share) equal to the Participant's Annual Retainer Dollar Amount and the portion of the Participant's Elective Amount payable in Deferred Stock Units.

B.        Adjustments to Accounts. In the event of any stock split, stock dividend, stock change, reclassification, recapitalization or combination of shares which changes the character or amount of Common Stock prior to the distribution of any Account, the number of Deferred Stock Units in each Account shall be adjusted to entitle the Participant to receive the same number and kind of shares as the Participant would be entitled to receive if the Participant had actually owned the stock represented by such Deferred Stock Units at the time of the occurrence of such change and the Deferred Stock Units shall be subject to such adjustments, as determined by the Board of Directors, as to the number, price or kind of stock as determined to be equitable; provided, however, that if the change is of such a nature that the Participant, upon distribution of the Account, would receive property other than shares of stock, then the Board of Directors shall make an appropriate adjustment to provide that the Participant (or the Participant's Beneficiary) shall acquire upon distribution of the Account only shares of stock of such number and kind as the Board of Directors, in its sole judgment, shall deem equitable. If any such change or transaction shall occur, the number of shares of Common Stock specified in Section V and kind of shares for which Deferred Stock Units may thereafter be granted under the Plan shall be adjusted to give effect thereto.

C.        Vesting. The interest of each Participant in any benefit payable with respect to an Account hereunder shall be at all times fully vested and non-forfeitable. Notwithstanding the previous sentence, a Participant's interest in his Account constitutes an unsecured promise of the Company, and a Participant shall have only the rights of a general unsecured creditor of the Company with respect to his Account.

D.        Dividend Equivalents. Each Account shall be credited with Dividend Equivalents on each date a dividend is paid on Common Stock, in respect of the Deferred Stock Units credited to such Account on such payment date. Dividend Equivalents credited to an Account shall accrue interest (compounding annually) from the date of such crediting through the Distribution Date, with the applicable interest rate for each twelve month period beginning on November 1 during such period, or any applicable portion thereof, being the rate for five-year

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U.S. Treasury Notes published in The Wall Street Journal (or, in the absence of such reference, such alternate publication the Board of Directors may select from time to time) on the first business day of November of such twelve month period plus 0.50%, rounded up to the nearest 0.25%.

E.        Crediting of Meeting Fees. Deferrals of Meeting Fees shall be credited to the Account of the Non-employee Director as soon as administratively practicable following the Board of Directors or applicable committee meeting at which such Meeting Fees were earned. The portion of a Participant's Account attributable to deferrals of Meeting Fees shall be adjusted by crediting such portion of the Account with interest quarterly in the manner set forth in Section VI. D. hereunder.

VII. Distributions.

A.        Distributions. Except as otherwise provided in this Section VII, on his Distribution Date, each Participant shall receive (i) a number of shares of Common Stock equal to the number of Deferred Stock Units in such Participant's Account (ii) a cash payment equal to the accrued Dividend Equivalents, plus interest then credited to such Account and (iii) a cash payment in respect of any Meeting Fees and applicable interest adjustments credited thereto as of the Distribution Date.

B.        Distributions to Specified Employees. Solely to the extent required by Section 409A, a distribution to a Participant who is determined to be a Specified Employee shall not be actually paid before the date which is 6 months after the Specified Employee's Separation From Service (or, if earlier, the date of death of the Specified Employee).

C.        Receipt and Release. Any distribution to any Participant or Beneficiary in accordance with the provisions of this Section VII shall be in full satisfaction of all claims under the Plan against the Company and the Board of Directors. The Board of Directors may require any Participant or Beneficiary, as a condition to payment, to execute a receipt and release to such effect.

VIII.Beneficiaries. Each Participant may designate one or more Beneficiaries to receive the amounts distributable from such Participant's Account under the Plan in the event of such Participant's death. Such designations shall be made on forms provided by the Board of Directors. A Participant may from time to time change his designated Beneficiaries, without the consent of such Beneficiaries, by filing a new designation in writing with the Board of Directors. The Company and Board of Directors may rely conclusively upon the Beneficiary designation last filed in accordance with the terms of the Plan.

IX.Amendments to the Plan; Termination of the Plan. The Board of Directors may amend, alter, suspend, discontinue or terminate the Plan without the consent of any Participant; provided, however, that no such amendment, alteration, suspension, discontinuation, or termination of the Plan shall materially and adversely affect the rights of any Participant with respect to amounts already credited to such Participant's Account. The Plan has no fixed termination date.

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X. General Provisions.

A.        Limits on Transfer of Rights; Beneficiaries. No right or interest of a Participant under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or his Beneficiary, or shall be transferable by a Participant otherwise than by will or the laws of descent and distribution; provided, however, that a Participant may designate a Beneficiary in accordance with Section VIII to receive any payment or distribution under the Plan in the event of the death of the Participant. A Beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan applicable to such Participant, except to the extent the Plan otherwise provides with respect to such persons.

B.        No Rights of a Stockholder. No Participant shall have any of the rights or privileges of a stockholder of the Company as a result of the establishing of or crediting of any amounts to an Account under the Plan, until Common Stock is actually distributed to the Participant pursuant to Section VII of the Plan.

C.        No Right to Continued Election as a Director. Nothing contained in the Plan shall confer, and no establishment of or crediting of any amounts to an Account shall be construed as conferring, upon any Participant, any right to continue as a member of the Board of Directors, or to interfere in any way with the right of the Board of Directors to increase or decrease the amount of the Annual Retainer Dollar Amount, or any other compensation payable to Participants.

D.        Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of New Jersey, without giving effect to principles of conflicts of laws.

E.        Interpretation. Whenever necessary or appropriate in the Plan, where the context admits, the singular term and the related pronouns shall include the plural and the masculine gender shall include the feminine gender.

F.        Nonalienation of Benefits. No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. To the extent permitted by applicable law, no right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefits.

G.        Separability. If any provision of the Plan is declared invalid, illegal or incapable of being enforced by any court of competent jurisdiction, all of the remaining provisions of the Plan shall nevertheless continue in full force and effect and no provisions shall be deemed dependent upon any other provision unless expressly set forth herein.

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H.        Compliance with Section 409A. Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of this Plan comply with Section 409A, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the Account of such Participant in connection with this Plan or any other Plan maintained by the Company (including any taxes and penalties under Section 409A), and neither the Company nor any affiliate of the Company shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties.

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EX-5

Exhibit 5.1

Automatic Data Processing, Inc.

Corporate Headquarters

One ADP Boulevard

Roseland, New Jersey 07068-0456

November 14, 2007

Board of Directors

Automatic Data Processing, Inc.

One ADP Boulevard

Roseland, New Jersey 07068-0456

Re: Automatic Data Processing, Inc.

Registration Statement on Form S-8

Ladies and Gentlemen:

In connection with the registration statement on Form S-8 (the “Registration Statement”) filed by Automatic Data Processing, Inc. (the “Company”) with the Securities and Exchange Commission on November 14, 2007 pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations promulgated thereunder (the “Rules”), you have requested that I furnish you with my opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of 150,000 shares of the Company’s common stock, par value $0.10 per share (the “Shares”), to be issued pursuant to the Automatic Data Processing, Inc. 2003 Director Stock Plan (the “Plan”).

In this regard, I have examined originals, or copies authenticated to my satisfaction, of the Registration Statement, the Plan, the Company’s Amended and Restated Certificate of Incorporation, the Company’s Amended and Restated By-Laws and the Company’s records of corporate proceedings. In addition, I have made such other examinations of law and fact as I considered necessary in order to form a basis for the opinions hereinafter expressed.

In my examination of the documents referred to above, I have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed, the authenticity of all documents submitted as originals, the conformity to the originals of all documents submitted as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all such agreements and documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that I have examined are accurate and complete.

Based upon the foregoing, and subject to the assumptions, exceptions and qualifications stated herein, I am of the opinion that the Shares have been duly authorized and, when issued in accordance with the Plan, will be validly issued, fully paid and nonassessable.

The opinion expressed above is limited to the General Corporation Law of the State of Delaware. The opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement, to its use as part of the Registration Statement, and to the use of my name in the Registration Statement. In giving this consent, I do not admit that I come within the category of persons whose consent is required by the Act or the Rules.

Very truly yours,

/s/ James B. Benson

James B. Benson

General Counsel

EX-23

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report on the consolidated financial statements and financial statement schedule of Automatic Data Processing, Inc. dated August 29, 2007, (which expresses an unqualified opinion and includes explanatory paragraphs regarding the Company’s adoption of Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements,” effective July 1, 2006, the recognition and disclosure provision of Statement of Financial Accounting Standards No. 158. “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R),” effective June 30, 2007, and Statement of Financial Accounting Standards No. 123(R), “Share-Based Payments,” as revised, effective July 1, 2005) and our report relating to management's report on the effectiveness of internal control over financial reporting dated August 29, 2007, appearing in the Annual Report on Form 10-K of Automatic Data Processing, Inc. for the year ended June 30, 2007.

/s/ DELOITTE & TOUCHE LLP

New York, New York

November 13, 2007