AUTOMATIC DATA PROCESSING INC.

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): August 10, 2006

AUTOMATIC DATA PROCESSING, INC.

(Exact name of registrant as specified in its charter)

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

N/A

(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:

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

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o 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 10, 2006, 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 2007 for each of Gary C. Butler, President, Chief Operating Officer and CEO-elect, S. Michael Martone, Group President (Employer Services), Richard J. Daly, Group President (Brokerage Services) and John Hogan, Group President (Brokerage Services), who are individuals that are expected to be included as “Named Executive Officers” in the Registrant’s 2006 annual proxy statement (collectively, the “Named Executive Officers”), (ii) the performance criteria for the payment of cash bonuses for fiscal year 2007 to the Named Executive Officers, who are all participants in the Registrant’s 2001 Executive Incentive Compensation Plan (as the same may be amended, the “Incentive Plan”), (iii) the performance objectives for the issuance of shares of Performance-Based Restricted Stock (“PBRS”) under the Incentive Plan and (iv) an Accelerated Revenue Program (“ARP”) under the Incentive Plan and the performance objectives for the issuance of shares of restricted stock thereunder.

Fiscal Year 2007 Base Salaries :

The following table sets forth the annual base salaries for fiscal year 2007 ( i.e. , July 1, 2006 through June 30, 2007) for the Named Executive Officers and for Christopher R. Reidy, who will become Chief Financial Officer no later than October 2, 2006:

Mr. Butler	$850,000
Mr. Martone	$578,000
Mr. Reidy	$500,000
Mr. Daly	$472,000
Mr. Hogan	$472,000

Please note, however, that the base salaries for the Named Executive Officers will become effective in April of 2007 (rather than July 1, 2006). Consequently, the fiscal year 2007 base salary shown in the table above is a higher amount than the actual salary that will be earned from July 1, 2006 through June 30, 2007 by each Named Executive Officer. The actual salary earned for fiscal year 2007 will be reflected in the Summary Compensation Table in the Registrant’s 2007 annual proxy statement.

Fiscal Year 2007 Bonus Targets :

The Named Executive Officers and Mr. Reidy participate in the Incentive Plan for fiscal year 2007. 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 objectives.

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 allocated 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 and to Mr. Reidy could result in maximum bonuses under the Incentive Plan in the following amounts:

Mr. Butler	$2,400,000
Mr. Martone	$908,250
Mr. Reidy	$700,000
Mr. Daly	$575,050
Mr. Hogan	$575,050

The bonus for each Named Executive Officer and Mr. Reidy is subject to downward (but not upward) discretionary adjustments, if any, as determined by the Compensation Committee, and is subject to and conditioned upon stockholder re-approval of the Incentive Plan at the Registrant’s 2006 annual meeting. The Compensation Committee will determine whether the performance objectives were achieved after the end of the Registrant’s fiscal year 2007, and any bonus payments earned will be made early in fiscal year 2008.

Fiscal Year 2007-2008 PBRS Targets :

All Named Executive Officers and Mr. Reidy are eligible to receive PBRS awards under the Incentive Plan, subject to and conditioned upon stockholder re-approval of the Incentive Plan at the Registrant’s 2006 annual meeting, based on the Registrant’s earnings per share growth in fiscal years 2007-2008 measured against pre-set objectives. Any grants of restricted stock will occur early in fiscal year 2009 to Named Executive Officers and Mr. Reidy if they are employed by the Registrant at such time, with restrictions lapsing six months thereafter, assuming the Named Executive Officer’s or Mr. Reidy’s continued employment with the Registrant.

Achievement of the earnings per share growth objectives could result in maximum awards under the PBRS program of the following numbers of shares of restricted stock:

Mr. Butler	40,000
Mr. Martone	25,000
Mr. Reidy	16,250
Mr. Daly	15,000
Mr. Hogan	15,000

Accelerated Revenue Program :

On August 10, 2006, the Compensation Committee approved the ARP. The ARP is designed to focus certain senior executives of the Registrant on accelerated revenue growth objectives. The ARP is a two-year program covering fiscal years 2007 and 2008, with revenue growth objectives set at the beginning of the program period. Payment of ARP awards, if any, will be made following the completion of the two-year period and will be made in shares of restricted stock to executives employed by the Registrant at the time of grant, with restrictions lapsing six months thereafter, assuming the executive’s continued employment with the Registrant.

All Named Executive Officers and Mr. Reidy are eligible to receive awards under the ARP, subject to and conditioned upon stockholder re-approval of the Incentive Plan at the Registrant’s 2006 annual meeting, based on the Registrant’s revenue growth in fiscal years 2007-2008 measured against pre-set objectives. Target grants of restricted stock under the ARP will be determined based on a fixed percentage of each Named Executive Officer’s July 1, 2006 base salary, or in Mr. Reidy’s case, his base salary for fiscal year 2007. Achievement of all of the revenue growth objectives could result in maximum awards under the ARP of a number of shares of restricted stock reflecting the following percentages of base salary:

Mr. Butler	105%
Mr. Martone	90%
Mr. Reidy	90%
Mr. Daly	75%
Mr. Hogan	75%

Item 5.02.

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

(b) On August 10, 2006, Mr. Harvey M. Krueger, a director of the Registrant since 1967, 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 10, 2006, the Board of Directors of the Registrant adopted amendments 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 changes effected by adoption of the Amended By-laws relate to the dissolution of the Executive Committee of the Board of Directors. The amendment took effect upon adoption by the Board of Directors of the Registrant.

Item 8.01.

Other Events.

On August 10, 2006, the Board of Directors of the Registrant dissolved the Executive Committee of the Board of Directors.

Item 9.01.

Financial Statements and Exhibits.

(c)

Exhibits

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

Exhibit Number	Description
3.2	Amended and Restated By-laws of the Registrant

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: August 11, 2006

AUTOMATIC DATA PROCESSING, INC.

By:

/s/ James B. Benson _______________

	Name:	James B. Benson
	Title:	Vice President

Exhibit Index

Exhibit Number	Description
3.2	Amended and Restated By-laws of the Registrant

EXHIBIT 3.2

AUTOMATIC DATA PROCESSING, INC.

BY-LAWS

As Amended and Restated on August 10, 2006

AUTOMATIC DATA PROCESSING, INC.

BY-LAWS

TABLE OF CONTENTS

SECTION

PAGE

ARTICLE I

STOCKHOLDERS

Section 1.01.	Annual Meetings	1
Section 1.02.	Special Meetings	1
Section 1.03.	Notice of Meetings; Waiver	1
Section 1.04.	Quorum	2
Section 1.05.	Voting	2
Section 1.06.	Voting by Ballot	2
Section 1.07.	Adjournment	2
Section 1.08.	Proxies	2
Section 1.09.	Organization; Procedure	3
Section 1.10.	Inspectors of Elections	3
Section 1.11.	Opening and Closing of Polls	3
Section 1.12.	Consent of Stockholders in Lieu of Meeting	4

ARTICLE II

BOARD OF DIRECTORS

Section 2.01.	General Powers	4
Section 2.02.	Number and Term of Office	4
Section 2.03.	Election of Directors	5
Section 2.04.	Annual and Regular Meetings	5
Section 2.05.	Special Meetings; Notice	5
Section 2.06.	Quorum; Voting	5
Section 2.07.	Adjournment	5
Section 2.08.	Action Without a Meeting	6
Section 2.09.	Regulations; Manner of Acting	6
Section 2.10.	Action by Telephonic Communications	6
Section 2.11.	Resignations	6
Section 2.12.	Removal of Directors	6
Section 2.13.	Vacancies and Newly Created Directorships	6
Section 2.14.	Compensation	6
Section 2.15.	Reliance on Accounts and Reports, etc.	7
Section 2.16.	Honorary Directors	7

ARTICLE III

AUDIT COMMITTEE, COMPENSATION COMMITTEE, NOMINATING/CORPORATE GOVERANCE COMMITTEE

AND OTHER COMMITTEES

Section 3.01.	How Constituted	7
Section 3.02.	Powers; Duties and Responsibilities	8
Section 3.03.	Proceedings	9
Section 3.04.	Quorum and Manner of Acting	9
Section 3.05.	Action by Telephonic Communications	9
Section 3.06.	Absent or Disqualified Members	9
Section 3.07.	Resignations	10
Section 3.08.	Removal	10
Section 3.09.	Vacancies	10

ARTICLE IV

OFFICERS

Section 4.01.	Number	10
Section 4.02.	Election	10
Section 4.03.	Salaries	10
Section 4.04.	Removal and Resignation; Vacancies	11
Section 4.05.	Authority and Duties of Officers	11
Section 4.06.	Chairman	11
Section 4.07.	President	11
Section 4.08.	Vice Presidents	11
Section 4.09.	Secretary	11
Section 4.10.	Treasurer	12
Section 4.11.	Assistant Secretary and Assistant Treasurers	12
Section 4.12.	Security	12

ARTICLE V

CAPITAL STOCK

Section 5.01.	Certificates of Stock, Uncertificated Shares	13
Section 5.02.	Signatures; Facsimile	13
Section 5.03.	Lost, Stolen or Destroyed Certificates	13
Section 5.04.	Transfer of Stock	13
Section 5.05.	Record Date	13
Section 5.06.	Registered Stockholders	14
Section 5.07.	Transfer Agent and Registrar	14

ARTICLE VI

INDEMNIFICATION

Section 6.01.	Nature of Indemnity	14
Section 6.02.	Successful Defense	15
Section 6.03.	Determination that Indemnification is Proper	15
Section 6.04.	Advance Payment of Expenses	16
Section 6.05.	Procedure for Indemnification of Directors & Officers	16

Section 6.06.	Survival; Preservation of Other Rights	16
Section 6.07.	Insurance	17
Section 6.08.	Severability	17

ARTICLE VII

GENERAL PROVISIONS

Section 7.01.	Dividends	17
Section 7.02.	Reserves	18
Section 7.03.	Execution of Instruments	18
Section 7.04.	Corporate Indebtedness	18
Section 7.05.	Fiscal Year	18
Section 7.06.	Seal	18
Section 7.07.	Books and Records; Inspection	18

ARTICLE VIII AMENDMENT OF BY-LAWS

Section 8.01.

Amendment

ARTICLE IX

CONSTRUCTION

Section 9.01.

Construction

AUTOMATIC DATA PROCESSING, INC.

BY-LAWS

As Amended and Restated on August 10, 2006

ARTICLE I

STOCKHOLDERS

Section 1.01. Annual Meetings . The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, and at such date and hour, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting.

Section 1.02. Special Meetings . Special meetings of the stockholders may be called at any time by the Chief Executive Officer or the Secretary or by the Board of Directors. A special meeting shall be called by the Chief Executive Officer or by the Secretary immediately upon receipt of a written request therefor by stockholders holding in the aggregate not less than one-third in number of the outstanding shares of the Corporation at the time entitled to vote at any meeting of the stockholders. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, as shall be specified in the respective notices or waivers of notice thereof.

Section 1.03. Notice of Meetings; Waiver . The Secretary or any Assistant Secretary shall cause written notice of the place, date and hour of each meeting of the stockholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, to be given personally or by mail, not less than ten nor more than sixty days prior to the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been given to a stockholder when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the record of stockholders of the Corporation, or, if he or she shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. Such further notice shall be given as may be required by law.

No notice of any meeting of stockholders need be given to any stockholder who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a written waiver of notice. The attendance of any stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 1.04. Quorum . Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.

Section 1.05. Voting . If, pursuant to Section 5.05 of these By-Laws, a record date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share outstanding in his or her name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share of stock standing in his or her name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law or by the Certificate of Incorporation or by these By-Laws, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.

Section 1.06. Voting by Ballot . No vote of the stockholders need be taken by written ballot unless demanded by the holders of at least fifteen percent (15%) of the shares represented in person or by proxy at any meeting at which a quorum is present or as otherwise required by law. Any vote which need not be taken by ballot may be conducted in any manner approved by the meeting.

Section 1.07. Adjournment . If a quorum is not present at any meeting of the stockholders, the holders of a majority of the shares present in person or by proxy shall have the power to adjourn any such meeting from time to time until a quorum is present. Notice of any adjourned meeting of the stockholders of the Corporation need not be given if the place, date and hour thereof are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice of the adjourned meeting, conforming to the requirements of Section 1.03 of these By-Laws, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.

Section 1.08. Proxies . Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to vote at any such meeting and express such consent or dissent for him or her by proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary.

Section 1.09. Organization; Procedure . At every meeting of stockholders the presiding officer shall be the Chairman or, in the event of his or her absence or should the Chairman in his

or her discretion determine not to preside, in the following order of availability, the Chief Executive Officer, the President, or a Vice President, and in the case more than one Vice President shall be present, that Vice President designated by the Board of Directors (or in the absence of any such designation, the most senior Vice President, based on title). In case none of the foregoing officers designated to be the presiding officer shall be present, a presiding officer shall be chosen by the vote of a majority of the shares represented in person or by proxy and entitled to vote at the meeting. The Secretary, or in the event of his or her absence or disability, the Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding officer, shall act as secretary of the meeting. The order of business and all other matters of procedure at every meeting of stockholders may be determined by such presiding officer.

Section 1.10. Inspectors of Elections . Preceding any meeting of the stockholders, the Board of Directors shall appoint one or more persons to act as Inspectors of Elections, and may designate one or more alternate inspectors. In the event no inspector or alternate is able to act, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector shall:

(a)

ascertain the number of shares outstanding and the voting power of each;

(b)

determine the shares represented at a meeting and the validity of proxies and

ballots;

(c)

count all votes and ballots;

(d)

determine and retain for a reasonable period a record of the disposition of

any challenges made to any determination by the inspectors; and

(e)

certify his or her determination of the number of shares represented at the

meeting, and his or her count of all votes and ballots.

The inspector may appoint or retain other persons or entities to assist in the performance of the duties of inspector.

Section 1.11. Opening and Closing of Polls . The date and time for the opening and the closing of the polls for each matter to be voted upon at a stockholder meeting shall be announced at the meeting. The inspector of the election shall be prohibited from accepting any ballots, proxies or votes or any revocations thereof or changes thereto after the closing of the polls, unless the Court of Chancery upon application by a stockholder shall determine otherwise.

Section 1.12. Consent of Stockholders in Lieu of Meeting . To the fullest extent permitted by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, such action may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in

writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 1.12.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01. General Powers . Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation.

Section 2.02. Number and Term of Office . The number of directors constituting the entire Board of Directors shall be between 9 and 13, which number may be modified from time to time by resolution of the Board of Directors, but in no event shall the number of directors be less than three. No person shall be nominated by the Board of Directors to serve as a director after he or she has passed his or her 72 ^nd birthday, unless the Nominating/Corporate Governance Committee of the Board of Directors has voted, on an annual basis, to waive, or continue to waive, the mandatory retirement age of such person as a director. Each director (whenever elected) shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

Section 2.03. Election of Directors . Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, the directors shall be elected at each annual meeting of the stockholders. If the annual meeting for the election of directors is not held on the date designated therefor, the directors shall cause the meeting to be held as soon thereafter as convenient. 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 t