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
                                                    ----------------------------

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

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

              99.1         Statement Under Oath of Principal Executive
                           Officer dated September 16, 2002

              99.2         Statement Under Oath of Principal Financial
                           Officer dated September 16, 2002

ITEM 9. REGULATION FD DISCLOSURE

On September 16, 2002, each of the Principal Executive Officer, Arthur F. Weinbach, and Principal Financial Officer, Karen E. Dykstra, of Automatic Data Processing, Inc. submitted to the Securities and Exchange Commission sworn statements pursuant to Securities and Exchange Commission Order No. 4-460.

A copy of each of these statements is attached hereto as an Exhibit
(99.1 and 99.2)

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: September 16, 2002

By:  /s/ James B. Benson
     ---------------------------------------
     Name:   James B. Benson
     Title:  Corporate Vice President

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

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

     99.1                  Statement Under Oath of Principal Executive
                           Officer dated September 16, 2002

     99.2                  Statement Under Oath of Principal Financial
                           Officer dated September 16, 2002

I, Arthur F. Weinbach, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Automatic Data Processing, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

• 2002 Annual Report on Form 10-K filed with the Commission of Automatic Data Processing, Inc.;
• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Automatic Data Processing, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and
• any amendments to any of the foregoing.

Subscribed and sworn to before me this 16th day of

/s/ Arthur F. Weinbach                  September 2002.
----------------------
Arthur F. Weinbach                      /s/ Mary Bernadette Woods
September 16, 2002                    -----------------------------------
                                        Notary Public
                                        My Commission Expires: August 29, 2006

I, Karen E. Dykstra, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Automatic Data Processing, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

• 2002 Annual Report on Form 10-K filed with the Commission of Automatic Data Processing, Inc.
• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Automatic Data Processing, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and
• any amendments to any of the foregoing.

Subscribed and sworn to before me this 16th day of

/s/ Karen E. Dykstra                    September 2002.
--------------------
Karen E. Dykstra                        /s/  Mary Bernadette Woods
September 16, 2002                    ---------------------------------------
                                        Notary Public
                                        My Commission Expires: August 29, 2006