UNITED STATES
                       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): October 20, 2005



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

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



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


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

                                    N/A
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         (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

On October 20, 2005,  Automatic Data  Processing,  Inc., a Delaware  corporation
(the  "Company"  or "ADP")  entered  into a letter  agreement  with Mr. James D.
Aramanda,  who will become a Group  President of ADP,  which sets forth  certain
understandings  and arrangements with respect to the employment  relationship of
Mr.  Aramanda with ADP. The material  terms of this  agreement are summarized in
Item 5.02(c) to this Form 8-K.

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

(c) On October 20, 2005, the Company  announced that Mr. James D. Aramanda,  54,
will become a Group  President of ADP.  Since 2003,  Mr.  Aramanda has been Vice
Chairman of Mellon  Financial  Corporation  (which was formerly  Mellon Investor
Services),   which   provides   401(k),   pension,   benefit   and   shareholder
administration,  actuarial and consulting services.  From 1994-2002 he was chief
executive  officer  of  Mellon  Investor  Services.   Neither  Mellon  Financial
Corporation nor Mellon Investor Services is an affiliate of the Company.

On October  20,  2005,  the Company  entered  into a letter  agreement  with Mr.
Aramanda which sets forth certain  understandings  and arrangements with respect
to the employment  relationship of Mr. Aramanda with ADP. The agreement provides
for an initial three year term.  The agreement  shall continue after its initial
term unless  either the Company or Mr.  Aramanda  gives the other 120 days prior
written notice that the agreement will terminate at the end of the initial term,
or, if later, 120 days after such notice is given. Mr. Aramanda's initial annual
base salary  shall be $525,000  and his annual  target bonus shall be 60% of his
base salary; provided,  however, that if Mr. Aramanda begins his employment with
the Company by December 1, 2005, 100% of his annual target bonus for fiscal year
2006 shall be guaranteed. The actual bonus paid to Mr. Aramanda will be based on
his and the Company's accomplishments in relation to pre-established performance
goals.  The Company shall pay Mr.  Aramanda a one-time bonus of $450,000,  which
amount shall be paid within 30 days after his start date with the Company, or at
a later date if desired.  If Mr. Aramanda  voluntarily  leaves the employ of the
Company,  or is  discharged  "for  cause"  (as  such  term  is  defined  in  the
agreement), within 2 years of his start date, Mr. Aramanda is obligated to repay
the  $450,000  bonus amount to the Company.  The Company  shall  further pay Mr.
Aramanda a bonus of $840,000 on or about  February 1, 2006;  provided,  however,
that if Mr.  Aramanda  voluntarily  leaves  the  employ  of the  Company,  or is
discharged  "for  cause"  within  1 year of his  start  date,  Mr.  Aramanda  is
obligated to repay such bonus amount to the Company.

The  agreement  provides  that  Mr.  Aramanda  is to be  granted  the  following
performance-based restricted stock awards: 20,000 shares whose restrictions will
lapse on January 1, 2007,  and 20,000  shares whose  restrictions  will lapse on
January 1, 2008, in both cases, subject to achievement of performance  criteria,
and  generally  subject to continued  employment  other than as noted below.  In
addition,  Mr.  Aramanda  will be  granted  4,125  shares  of  performance-based
restricted  stock for the  Company's  2007 fiscal year.  The  agreement  further
provides that Mr. Aramanda is to receive an initial stock option grant of 67,000
shares on or about  January 2006,  which options will have a per-share  exercise
price equal to the value of the Company's  common



stock on the date of grant;  and that normal  additional  grants to Mr. Aramanda
will be in the range of 33,500 options per year.

Mr.  Aramanda is  entitled to  participate  in the  Company's  Change in Control
Severance  Plan for Corporate  Officers and to  participate in the Company's car
program  for  executives,  in both  cases  on the same  terms  as other  Company
executives. Mr. Aramanda is also entitled to participate in all of the Company's
then-current pension, 401(k), medical and health, life, accident, disability and
other insurance  programs,  stock purchase and other plans and arrangements that
are generally available to other Company executives.

If the Company terminates Mr. Aramanda's employment during the first three years
of his  employment  for any reason  other than "for  cause",  or Mr.  Aramanda's
permanent  and  serious  disability  (as  defined  in the  Company's  Long  Term
disability  plan) or his death,  then he is  entitled to continue to receive his
base  salary  through  the date  which is three  years from the date on which he
starts  employment with the Company.  He will also be able to exercise any stock
options that vest and keep any restricted stock whose  restrictions lapse by the
date which is three years from the date on which he starts  employment  with the
Company.

If the Company terminates Mr. Aramanda's  employment after the first three years
of his  employment  for any reason  other than "for  cause",  or Mr.  Aramanda's
permanent  and  serious  disability  (as  defined  in the  Company's  Long  Term
disability  plan) or his death,  then he is entitled to receive,  if the date of
termination  is prior  to Mr.  Aramanda  reaching  the age of 60,  two  years of
severance  (including  base  salary  and  target  bonus),  and  if the  date  of
termination  is after he  reaches  60 but  before  he  reaches  65,  one year of
severance  (including  base  salary and target  bonus).  He will also be able to
exercise  any  stock  options  that  vest and keep any  restricted  stock  whose
restrictions  lapse  during the period  during  which he is  entitled to receive
severance payments.

A copy of this letter  agreement  is attached as Exhibit  10.21 to this Form 8-K
and is incorporated herein by reference.

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
      Number
-------------------- ----------------------------------------------------------
      10.21          Letter Agreement, dated as of October 20, 2005 between
                     Automatic Data Processing, Inc. and James D. Aramanda
                     (Management Contract)
-------------------- ----------------------------------------------------------




                                    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.

Date: October 20, 2005

                                    AUTOMATIC DATA PROCESSING, INC.


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




                                  Exhibit Index

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      Exhibit Number                          Description
--------------------------- ---------------------------------------------------
          10.21             Letter Agreement, dated as of October 20, 2005
                            between Automatic Data Processing, Inc. and James D.
                            Aramanda (Management Contract)
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