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): August 11, 2005

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

Delaware                       1-5397                              22-1467904
(State or other                (Commission                       (IRS Employer
jurisdiction of                File Number)                      Identification
incorporation)                                                   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

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.        Entry into a Material Definitive Agreement

Named Executive Officer Compensation

     On August 11, 2005,  the  Compensation  Committee of the Board of Directors
(the  "Compensation  Committee") of Automatic Data Processing,  Inc., a Delaware
corporation (the  "Registrant"),  approved (i) the annual base salary for fiscal
year 2006 for each of Arthur F. Weinbach,  Chairman and Chief Executive Officer,
Gary C. Butler, President and Chief Operating Officer, S. Michael Martone, Group
President  (Employer  Services),  Richard J. Daly,  Group  President  (Brokerage
Services) and John Hogan,  Group  President  (Brokerage  Services),  who are the
individuals  that will be  included  as the "Named  Executive  Officers"  in the
Registrant's  2005 annual proxy statement  (collectively,  the "Named  Executive
Officers") and (ii) the performance criteria for the payment of cash bonuses for
fiscal year 2006 to the Named Executive  Officers,  who are all  participants in
the  Registrant's  2001 Executive  Incentive  Compensation  Plan (the "Incentive

Fiscal Year 2006 Base Salaries:

The following  table sets forth the annual base salaries for the Named Executive
Officers for fiscal year 2006 (i.e., July 1, 2005 through June 30, 2006).

Mr. Weinbach                     $880,000
Mr. Butler                       $745,000
Mr. Martone                      $543,000
Mr. Daly                         $454,000
Mr. Hogan                        $454,000

Please note,  however,  that the base salaries will become effective in April of
2006 (rather than July 1, 2005). Consequently,  the fiscal year 2006 base salary
shown in the table above is a higher  amount than the actual salary that will be
earned from July 1, 2005 through June 30, 2006 by each Named Executive  Officer.
The actual  salary  earned for fiscal year 2006 will be reflected in the Summary
Compensation Table in the Registrant's 2006 annual proxy statement.

Fiscal Year 2006 Bonus Targets:

All Named Executive  Officers  participate in the Incentive Plan for fiscal year
2006. The Incentive Plan contains an annual bonus component  designed to provide
participating  senior executive officers with incentive  compensation based upon
the achievement of pre-established performance goals.

The approved  performance  criteria include  earnings per share growth,  revenue
growth,  achievement of a return on equity target,  net operating income growth,
achievement of sales targets,  achievement of client retention targets,  product
creation and implementation  objectives, the achievement of "Employer of Choice"
objectives,   and  other  corporate   compliance,   leadership  and  operational
objectives.  Each Named Executive Officer's primary areas of responsibility vary
within  the  performance  criteria  and not every  Named  Executive  Officer  is

responsibility for each criteria.  Accordingly,  the Compensation  Committee has
determined the  applicability  and the weighting of the respective  criteria for
each Named Executive Officer.

Achievement  of all of the  performance  objectives  applicable  to  each  Named
Executive  Officer could result in maximum  bonuses under the Incentive  Plan in
the following amounts:

Mr. Weinbach                     $2,640,000
Mr. Butler                       $970,000
Mr. Martone                      $652,000
Mr. Daly                         $422,000
Mr. Hogan                        $422,000

The bonus for each Named  Executive  Officer is  subject  to  downward  (but not
upward)  discretionary  adjustments,  if any, as determined by the  Compensation
Committee.  The  Compensation  Committee will determine  whether the performance
objectives were achieved after the end of the Registrant's fiscal year 2006, and
any bonus payments earned will be made early in fiscal year 2007.

Directors Compensation Summary Sheet

On  August  11,  2005,  the  Registrant's   Board  of  Directors   approved  the
compensation for non-employee directors,  which compensation  arrangements shall
take effect as of November 8, 2005 and shall remain in effect  until  changed by
the Board of Directors.  The Directors'  Compensation  summary sheet is filed as
Exhibit  10.20  to  this  Report  on  Form  8-K and is  incorporated  herein  by

Item 5.02.     Departure of Directors or Principal Officers; Election of
               Directors; Appointment of Principal Officers

(b) On August  11,  2005,  Mr.  Joseph  A.  Califano,  Jr.,  a  director  of the
Registrant since 1982, retired from the Registrant's Board of Directors.

Item 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in
               Fiscal Year.

(a) On August 11,  2005,  the Board of Directors  of the  Registrant  adopted an
amendment to the By-laws of the Registrant  (the "Amended  By-Laws").  A copy of
the Amended By-Laws is filed as Exhibit 3.2 to this Form 8-K and is incorporated
herein by reference. The sole change effected by adoption of the Amended By-Laws
relates to the vote  required to elect  directors.  Such change was  effected by
deleting  the last  sentence  of Article  II,  Section  2.03 and  inserting  the
following sentence at the end of such section:

     "The  directors  shall be elected by the vote of the majority of the shares
     represented  in  person  or by proxy at any  meeting  for the  election  of
     directors  at which a quorum is  present,  provided  that if the  number of
     nominees exceeds the number of directors to be elected, the directors shall
     be elected by the vote of a plurality of the shares  represented  in person
     or by proxy at any such  meeting."

The  amendment  took  effect  upon  adoption  by the Board of  Directors  of the

Item 9.01     Financial Statements and Exhibits

(c) Exhibits

The following exhibits are filed as part of this Report on Form 8-K:

-------------------- -----------------------------------------------------------
      Exhibit                                                   Description
-------------------- -----------------------------------------------------------
        3.2          Amended and Restated By-laws of the Registrant
-------------------- -----------------------------------------------------------
       10.20         Directors Compensation Summary Sheet
-------------------- -----------------------------------------------------------


     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.

Date: August 12, 2005

                                                AUTOMATIC DATA PROCESSING, INC.

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