8-K

                       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

         Date of Report (date of earliest event reported): June 22, 2004

                         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)                          (Zip Code)


       Registrant's telephone number, including area code: (973) 974-5000

                                 NOT APPLICABLE

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






ITEM 5.  OTHER EVENTS.

         On June 22, 2004, Automatic Data Processing, Inc., a Delaware
corporation ("ADP"), announced that it had entered into a Stock Purchase
Agreement by and among ADP, ADP Atlantic, Inc., a Delaware corporation ("ADP
Atlantic"), Quick & Reilly/Fleet Securities, Inc., a Delaware corporation and
the Bank of America Corporation, a Delaware corporation, pursuant to which ADP
Atlantic has agreed to acquire all of the issued and outstanding shares of the
capital stock of Fleet Securities Inc., a New York corporation, as well as
certain assets and liabilities of the BrokerDealer Services division of Banc of
America Securities LLC.

A press release announcing the signing of the purchase agreement is filed as
Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits


   EXHIBIT NUMBER            DESCRIPTION
   --------------            -----------

         99.1                Press Release of Automatic Data Processing, Inc.
                             dated June 22, 2004.






                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated: June 22, 2004

                                         AUTOMATIC DATA PROCESSING, INC.



                                         By: /s/ Karen E. Dykstra
                                            -----------------------------------
                                             Name:  Karen E. Dykstra
                                             Title: Chief Financial Officer






                                  EXHIBIT INDEX
                                  -------------


EXHIBIT NUMBER         DESCRIPTION
- --------------         -----------

    99.1               Press Release of Automatic Data Processing, Inc.
                       dated June 22, 2004

EX-99

                                                                    EXHIBIT 99.1
                                                                    ------------

P R E S S   R E L E A S E
- -------------------------



                      AUTOMATIC DATA PROCESSING TO ACQUIRE
          U.S. CLEARING AND BROKERDEALER SERVICES FROM BANK OF AMERICA


         ROSELAND, NJ, June 22, 2004 - Automatic Data Processing, Inc.
(NYSE:ADP), has entered into a definitive agreement to acquire the U.S. Clearing
and BrokerDealer Services divisions of Bank of America Corporation, Arthur F.
Weinbach, chairman and chief executive officer of ADP announced today. The
transaction is subject to regulatory review and is expected to close before the
end of the calendar year.

         Commenting on the transaction, Mr. Weinbach stated, "We are pursuing a
business process outsourcing (BPO) strategy in response to market demand and in
light of the changing dynamics of the financial services marketplace. The
acquisition, with revenues of approximately $85 million, positions ADP Brokerage
Services Group to provide both retail and institutional broker clients an
integrated solution encompassing Brokerage Processing Services (Service Bureau),
Operations Outsourcing and Clearing Services. Our BPO strategy strengthens the
value proposition of our offerings to the financial services industry while it
also opens the small and mid-tier broker-dealer segment to ADP for future
growth.

         "We expect that the transaction will be approximately $.01 to $.02 per
share dilutive in the first two years during the integration and the initial
stages of the strategy adoption and accretive thereafter."

         ADP, with over $7 billion in revenues and approximately 500,000
clients, is one the largest independent computing services firms in the world.

         This release and other written or oral statements made from time to
time by ADP may contain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Statements that are not
historical in nature and which may be identified by the use of words like
"expects," "projects," "anticipates," "estimates," "we believe," "could be" and
other words of similar meaning, are forward-looking statements. These statements
are based on management's expectations and assumptions and are subject to risks
and uncertainties that may cause actual results to differ materially from those
expressed. Factors that could cause actual results to differ materially from
those contemplated by the forward-looking statements include: ADP's success in
obtaining, retaining and selling additional services to clients; the pricing of
products and services; changes in laws regulating payroll taxes, professional
employer organizations and employee benefits; overall market and economic
conditions, including interest rate and foreign currency trends; competitive
conditions; stock market activity; auto sales and related industry changes;
employment and wage levels; changes in technology; availability of skilled
technical associates and the impact of new acquisitions and divestitures. ADP
disclaims any obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.

Source:  Automatic Data Processing, Inc.

ADP Investor Relations
Elena Charles, 973.974.4077
Debbie Morris, 973.974.7821


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