<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>form10qa-093002.txt
<DESCRIPTION>AMENDMENT NO. 1
<TEXT>

                                   FORM 10-Q/A

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

|X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                 SEPTEMBER 30, 2002
                              --------------------------------------------------

                                                     OR

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934


For the transition period from                       to
                              ----------------------      ----------------------


Commission file number                              1-5397
                      ----------------------------------------------------------


                         Automatic Data Processing, Inc.
             (Exact name of registrant as specified in its charter)


            Delaware                                            22-1467904
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)


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


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


                                      N/A
              (Former name, former address and former fiscal year;
                         if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    [X] Yes    [_] No


                 CLASS                  SHARES OUTSTANDING AT SEPTEMBER 30, 2002
-----------------------------------     ----------------------------------------
  Common stock, $0.10 par value                         598,872,287

<PAGE>

                        AUTOMATIC DATA PROCESSING, INC.

                                TABLE OF CONTENTS


                                                                            PAGE

EXPLANATORY NOTE..............................................................2

PART 1 - FINANCIAL INFORMATION

     Item 1.  Financial Statements

     Statements of Consolidated Earnings
     Three Months Ended September 30, 2002 and
       September 30, 2001 (unaudited).........................................3

     Consolidated Balance Sheets
     September 30, 2002 and June 30, 2002 1, 2001 (unaudited).................4

     Condensed Statements of Consolidated Cash Flows
     Three Months Ended September 30, 2002 and
       September 30, 2001 (unaudited).........................................5

     Notes to Condensed Consolidated Financial Statements (unaudited).........6

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations.............................9


PART II - OTHER INFORMATION

     Item 4.  Other Information..............................................13

     Item 6.  Exhibits and Reports on Form 8-K...............................14


Signatures...................................................................15

Certifications...............................................................16


                                       -1-
<PAGE>


                                EXPLANATORY NOTE


This amended Quarterly Report on Form 10-Q/A amends and restates in its entirety
Automatic Data Processing, Inc.'s October 31, 2002 filing of its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2002. Automatic Data
Processing, Inc. has filed this amended Quarterly Report on Form 10-Q/A to
correct a technical problem with the formatting and subsequent electronic filing
of its Quarterly Report on Form 10-Q via EDGAR.





                                      -2-
<PAGE>

PART I.  FINANCIAL INFORMATION

                       Statements of Consolidated Earnings
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                              ------------------------------
                                                    Three Months Ended
                                              ------------------------------
                                              September 30,    September 30,
                                                   2002             2001
                                              -------------    -------------
Revenues, other than interest on funds
held for clients and PEO revenues             $ 1,476,424      $ 1,433,476

Interest on funds held for clients                 89,865          113,188

PEO revenues (A)                                   80,396           61,219
                                              -----------      -----------
Total revenues                                  1,646,685        1,607,883
                                              -----------      -----------

Operating expenses                                708,468          676,352

General, administrative and
selling expenses                                  447,953          456,561

Systems development and
programming costs                                 119,898          115,829

Depreciation and amortization                      67,684           69,463

Other income                                      (37,718)         (30,522)
                                              -----------      -----------
                                                1,306,285        1,287,683
                                              -----------      -----------

EARNINGS BEFORE INCOME TAXES                      340,400          320,200

Provision for income taxes                        130,000          123,600
                                              -----------      -----------

NET EARNINGS                                  $   210,400      $   196,600
                                              ===========      ===========

BASIC EARNINGS PER SHARE                      $      0.35      $      0.32
                                              ===========      ===========

DILUTED EARNINGS PER SHARE                    $      0.34      $      0.31
                                              ===========      ===========

Dividends per share                           $     .1150      $     .1025
                                              ===========      ===========


(A) Net of pass-through costs of $763,379 and $596,462, respectively.


          See notes to the unaudited consolidated financial statements.

                                      -3-
<PAGE>

                           Consolidated Balance Sheets
                                 (In thousands)
                                   (Unaudited)

                                               -----------------------------
                                                     Three Months Ended
                                               -----------------------------
                                               September 30,     June 30,
                                                    2002           2002
                                               -------------   -------------
Assets
------
Cash and cash equivalents                       $   545,779    $   798,810
Short-term marketable securities                    623,988        677,005
Accounts receivable                                 971,373      1,045,170
Other current assets                                360,643        296,272
                                                -----------    -----------
  Total current assets                            2,501,783      2,817,257

Long-term marketable securities                   1,080,894      1,273,768
Long-term receivables                               184,717        192,769

Land and buildings                                  459,763        458,478
Data processing equipment                           714,953        696,829
Furniture, leaseholds and other                     555,299        540,217
                                                -----------    -----------
                                                  1,730,015      1,695,524
  Less accumulated depreciation                  (1,147,687)    (1,099,073)
                                                -----------    -----------
  Total property, plant and equipment               582,328        596,451

Other assets                                        338,853        293,808
Goodwill                                          1,411,449      1,375,654
Other Intangibles                                   509,061        501,544
                                                -----------    -----------
  Total assets before funds held for clients      6,609,085      7,051,251
Funds held for clients                            9,086,910     11,225,271
                                                -----------    -----------
Total assets                                    $15,695,995    $18,276,522
                                                ===========    ===========

Liabilities and Shareholders' Equity
------------------------------------
Accounts payable                                $   134,726    $   148,694
Accrued expenses and other current
  liabilities                                     1,024,407      1,035,389
Income taxes                                        217,422        227,019
                                                -----------    -----------
  Total current liabilities                       1,376,555      1,411,102

Long-term debt                                       83,780         90,648
Other liabilities                                   252,196        233,671
Deferred income taxes                               332,647        237,633
Deferred revenue                                    137,666        138,893
                                                -----------    -----------
  Total liabilities before client funds
    obligations                                   2,182,844      2,111,947
Client funds obligations                          8,764,225     11,050,370
                                                -----------    -----------
  Total liabilities                              10,947,069     13,162,317

Shareholders' equity:
  Common stock                                       63,870         63,870
  Capital in excess of par value                    310,719        333,371
  Retained earnings                               6,118,356      5,977,318
  Treasury stock                                 (1,736,362)    (1,142,041)
  Accumulated other comprehensive loss               (7,657)      (118,313)
                                                -----------    -----------
    Total shareholders' equity                    4,748,926      5,114,205
                                                -----------    -----------
Total liabilities and shareholders' equity      $15,695,995    $18,276,522
                                                ===========    ===========


          See notes to the unaudited consolidated financial statements.

                                      -4-
<PAGE>

                 Condensed Statements of Consolidated Cash Flows
                                 (In thousands)
                                   (Unaudited)

                                                     --------------------------
                                                         Three Months Ended
                                                            September 30,
                                                     --------------------------
                                                         2002           2001
                                                     -----------    -----------
Cash Flows From Operating Activities:

Net earnings                                         $   210,400    $   196,600

Expenses not requiring outlay of cash                    118,258         95,634

Changes in operating net assets                          (91,870)        88,609
                                                     -----------    -----------
Net cash flows provided by operating activities          236,788        380,843
                                                     -----------    -----------

Cash Flows From Investing Activities:

Purchase of marketable securities                       (706,635)      (655,514)
Proceeds from sale of marketable securities            3,266,384      2,185,166
Net change in client funds obligations                (2,286,144)    (1,178,214)
Capital expenditures                                     (27,208)       (32,957)
Additions to intangibles                                 (31,333)       (22,913)
Acquisitions of businesses, net of cash acquired         (29,026)       (78,936)
Other                                                        727         (2,861)
                                                     -----------    -----------
Net cash flows provided by investing activities          186,765        213,771
                                                     -----------    -----------

Cash Flows From Financing Activities:

Net proceeds from short-term borrowings                      399             86
Payments of debt                                            (396)          (563)
Proceeds from issuance of common stock                    33,093         46,773
Repurchases of common stock                             (640,318)      (437,188)
Dividends paid                                           (69,362)       (63,971)
                                                     -----------    -----------

Net cash flows used in financing activities             (676,584)      (454,863)
                                                     -----------    -----------

Net change in cash and cash equivalents                 (253,031)       139,751

Cash and cash equivalents, at beginning of
period                                                   798,810      1,275,356
                                                     -----------    -----------
Cash and cash equivalents, at end of
period                                               $   545,779    $ 1,415,107
                                                     ===========    ===========


          See notes to the unaudited consolidated financial statements.

                                      -5-
<PAGE>

                 Notes to The Consolidated Financial Statements
                 ----------------------------------------------

                                   (Unaudited)

         The information furnished herein reflects all adjustments, which are in
the opinion of management, necessary for a fair presentation of the results for
the interim periods. Adjustments are of a normal recurring nature. These
statements should be read in conjunction with the annual financial statements
and related notes of Automatic Data Processing, Inc. (ADP or the Company) for
the year ended June 30, 2002.


Note A - The results of operations for the three months ended September 30, 2002
         may not be indicative of the results to be expected for the year ending
         June 30, 2003.


Note B - The calculation of basic and diluted earnings per share (EPS) is as
         follows:

(In thousands, except EPS)

                       ---------------------------------------------------------
                              For the three months ended September 30,
                       ---------------------------------------------------------
                                    2002                        2001
                       ---------------------------   ---------------------------
                        Income     Shares     EPS     Income    Shares      EPS
                       --------    -------   -----   --------   -------    -----

Basic                  $210,400    606,814   $0.35   $196,600   620,561    $0.32

Effect of zero coupon
  subordinated notes        313      1,797                476     2,702

Effect of stock
  options                     -      3,906                  -     9,313
                       -------------------           ------------------
Diluted                $210,713    612,517   $0.34   $197,076   632,576    $0.31
                       ========    =======   =====   ========   =======    =====


Note C - Other (income)/expense consists of the following:

         (In thousands)
                                             --------------------------------
                                             Three months ended September 30,
                                             --------------------------------
                                                  2002            2001
                                                  ----            ----
         Interest income on corporate funds    $(39,704)       $(33,545)
         Realized gains on investments           (5,990)         (3,994)
         Interest expense                         7,976           7,017
                                               --------        --------
         Total other (income)/expense          $(37,718)       $(30,522)
                                               ========        ========


                                      -6-
<PAGE>

Note D - Comprehensive income for the three months ended September 30, 2002 and
         2001 follows:

                                              --------------------------------
                                              Three months ended September 30,
                                              --------------------------------
                                                     2002           2001
                                                     ----           ----
         Net income                                $210,400       $196,600
         Other comprehensive income:
         Foreign currency translation adjustment      8,950         38,402
         Unrealized gain on securities              101,705         76,384
                                                   --------       --------
         Comprehensive income                      $321,055       $311,386
                                                   ========       ========

Note E - Interim financial data by segment:

         ADP evaluates performance of its business units based on recurring
         operating results before interest on corporate funds, foreign currency
         gains and losses and income taxes. Certain revenues and expenses are
         charged to business units at a standard rate for management and
         motivation reasons. Other costs are recorded based on management
         responsibility. As a result, various income and expense items,
         including certain non-recurring gains and losses, are recorded at the
         corporate level and certain shared costs are not allocated. Goodwill
         amortization is charged to business units to act as a surrogate for the
         cost of capital for acquisitions, which is subsequently eliminated in
         consolidation. Interest on invested funds held for clients is recorded
         in Employer Services' revenues at a standard rate of 6%, with the
         adjustment to actual revenues included in "other". The prior year's
         business unit revenues and pre-tax earnings have been restated to
         reflect fiscal 2003 budgeted foreign exchange rates.

         Results of the Company's major business units, Employer Services,
         Brokerage Services and Dealer Services are shown below.

(In millions)

          -------------------------------------------------------------------
                          Three months ended September 30,
          -------------------------------------------------------------------
           Employer      Brokerage     Dealer
           Services      Services     Services      Other           Total
          -----------   ----------   ----------   ---------    --------------
          2002   2001   2002  2001   2002  2001   2002 2001     2002    2001
          ----   ----   ----  ----   ----  ----   ---------     ----    ----
Revenues  $1,009 $971   $354  $360   $189  $175   $95  $102    $1,647  $1,608
Pretax
Earnings  $  240 $215   $ 56  $ 67   $ 29  $ 27   $15  $ 11    $  340  $  320


                                      -7-
<PAGE>


Note F.  Intangible Assets

Components of intangible assets are as follows:

--------------------------------------------------------------------------------
 (In thousands)
                                     --------------        -----------
                                     September 2002         June 2002
                                     --------------        -----------

Goodwill                              $ 1,411,449          $ 1,375,654
                                      -----------          -----------
Intangibles
 Software licenses                        486,242              462,474
 Customer lists                           367,547              360,268
 Other                                    414,731              398,495
                                      -----------          -----------
   Total intangibles                    1,268,520            1,221,237
                                      -----------          -----------
Total goodwill and intangibles          2,679,969            2,596,891

Less accumulated amortization            (759,459)            (719,693)
                                      -----------          -----------
                                      $ 1,920,510          $ 1,877,198
                                      ===========          ===========

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

         Other intangibles consist primarily of purchased rights, covenants, and
patents (acquired directly or through acquisitions) amortized over periods from
3 to 25 years. Amortization of intangibles totaled $27 million and $26 million
for the three months ended September 30, 2002 and 2001, respectively.

Changes in goodwill for the quarter ended September 30, 2002 are as follows:

(In thousands)
--------------------------------------------------------------------------------
                      Employer     Brokerage    Dealer
                      Services     Services     Services     Other       Total
                      ----------------------------------------------------------
Balance as of
  June 30, 2002       $751,451     $348,960     $182,642    $92,601   $1,375,654

Additions                3,405        4,692       22,169          -       30,266

Cumulative
 translation
  adjustments            4,413         (310)          93      1,333        5,529
Balance as of
                      ----------------------------------------------------------
 September 30, 2002   $759,269     $353,342     $204,904    $93,934   $1,411,449
                      ==========================================================


--------------------------------------------------------------------------------
No impairment losses were recognized during the quarter.


                                      -8-
<PAGE>

Note G - In October 2002, the Company entered into a new $4.0 billion unsecured
         revolving credit agreement with certain financial institutions,
         replacing an existing $4.0 billion credit agreement. The interest rate
         applicable to the borrowings is tied to LIBOR or prime rate depending
         on the notification provided to the syndicated financial institutions
         prior to borrowing. The Company is also required to pay a facility fee
         on the credit agreement. The primary uses of the credit facility are to
         provide liquidity to the unsecured commercial paper program and to fund
         normal business operations, if necessary. The Company has had no
         borrowings to date under the credit agreement, which expires in October
         2003.

Note H - In April 2002, the Company authorized a short-term commercial paper
         program providing for the issuance of up to $4.0 billion in aggregate
         maturity value of commercial paper at any given time. The Company's
         commercial paper program is rated A-1+ by Standard and Poor's and Prime
         1 by Moody's. These ratings denote the highest quality investment grade
         securities. Maturities of commercial paper can range from overnight to
         270 days. At September 30, 2002 there was no commercial paper
         outstanding. For the three months ended September 30, 2002, the Company
         had average borrowings of $1.3 billion at an effective weighted average
         interest rate of 1.8%. The Company uses the commercial paper issuances
         as a primary instrument to meet short-term funding requirements related
         to client funds obligations.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         AND RESULTS OF OPERATIONS

Operating Results

Revenues and earnings again reached record levels during the quarter ended
September 30, 2002.

Revenues and revenue growth by ADP's major business units for the three months
ended September 30, 2002 and 2001 are shown below:

                           ------------------       ------------------
                                Revenues              Revenue Growth
                               September 30,           September 30,
                           ------------------       ------------------
                            2002        2001         2002       2001
                            ----        ----         ----       ----
                             ($ In millions)

     Employer Services     $1,009      $  971           4%        9%
     Brokerage Services       354         360          (2)        -
     Dealer Services          189         175           8         6
     Other                     95         102         (17)      (20)
                           ------      ------         ----      ----
                           $1,647      $1,608           2%        4%
                           ======      ======         ====      ====


                                      -9-
<PAGE>

Pre-tax earnings and pre-tax earnings by ADP's major business units for the
three months ended September 30, 2002 and 2001 are shown below:

                           ------------------     -----------------------
                            Pre-tax Earnings      Pre-tax Earnings Growth
                              September 30,           September 30,
                           ------------------     -----------------------
                            2002        2001          2002       2001
                           ------      ------        ------     ------
                             ($ In millions)

     Employer Services     $  240      $  215          11%        22%
     Brokerage Services        56          67         (16)         6
     Dealer Services           29          27           9         29
     Other                     15          11          39        (61)
                           ------      ------        -----      -----
                           $  340      $  320           6%        11%
                           ======      ======        =====      =====

Consolidated revenues for the quarter of approximately $1.6 billion were up 2%
from last year. Revenue growth in Employer Services grew 4%, while new business
sales grew 4% and client retention improved slightly in the quarter. The number
of employees on our clients' payrolls declined 2% in the quarter, a slightly
lower decline than the full fiscal 2002 average.

Brokerage Services revenues declined by 2% due to a number of factors including
lost business from industry consolidations, reduced discretionary spending in
the financial services industry, compressions of institutional trades and
pricing pressure in our back office trade processing business, as well as lower
postage revenue and lower growth in the number of equity positions in our
investor communications business. Pre-tax earnings in our Brokerage group
declined 16% due primarily to declines in our back office trade processing
business.

Dealer Services revenue growth was 8% supported by acquisitions and increased
sales in the traditional core business primarily from our new products, which
include Application Service Provider (ASP) managed services and our Customer
Relationship Management (CRM)system. Claims Services growth was 3% in the
quarter.

The primary components of "Other" revenues are Claims Services, foreign exchange
differences, and miscellaneous processing services. For the three months ended
September 30, 2002 and 2001, Claims Services revenues were $86 million and $84
million, respectively. In addition, "Other" revenues have been adjusted for the
difference between actual interest income earned on invested funds held for
clients and interest credited to Employer Services at a standard rate of 6%.
This adjustment to "Other" revenues resulted in a decrease of $26.8 million and
$1.7 million for the three-month period ended September 30, 2002 and 2001,
respectively. The prior year's business unit revenues and pre-tax earnings have
been restated to reflect fiscal 2003 budgeted foreign exchange rates.

Systems development and programming increased in the quarter due to accelerated
automation, migration to new computing technologies and the continued
development of new and improved products. We believe that sustained investment
in systems development and programming is critical to attaining our strategic
objectives.

Pre-tax earnings for the quarter increased 6% to $340 million from $320 million
in the prior year. Consolidated pre-tax margins increased over the previous year
as continued automation and operating efficiencies enabled the Company to offset
accelerated investments in new products. This increase in pre-tax earnings was
offset by lower interest income resulting from the acquisition of ADP common
stock for treasury.


                                      -10-
<PAGE>

The effective income tax rate was 38.2% of pre-tax earnings in the current
quarter compared to 38.6% in the prior year quarter. The decrease in the
effective income tax rate was due to several factors primarily the mix of income
between domestic and foreign operations and additional tax credits. Net earnings
for the quarter, increased 7% to $210 million from $197 million in the prior
year quarter.

Diluted earnings per share, on fewer shares outstanding, increased to $0.34 from
$0.31.

In fiscal 2003, ADP is forecasting another record year of both revenue and
earnings per share growth in the mid single-digits over fiscal 2002 full year
results.

FINANCIAL CONDITION

The Company's financial condition and balance sheet remain exceptionally strong.
At September 30, 2002, the Company had cash and marketable securities of $2.3
billion. Shareholders' equity was $4.7 billion and the ratio of long-term debt
to equity was 2%.

Capital expenditures for fiscal 2003 are expected to approximate $160 million,
compared to $146 million in fiscal 2002.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows generated from operations were $236.8 million for the three months
ended September 30, 2002 compared to $380.8 million for the three months ended
September 30, 2001. The decrease in cash provided from operations was primarily
attributable to the pre-funding of employee benefit plans, which impacted the
changes in net assets.

Cash flows provided by investing activities totaled $186.8 million primarily as
a result of proceeds from the sales of marketable securities in our investment
portfolio, partially offset by the net change in client funds obligations,
acquisitions of businesses, and capital expenditures in the quarter.

Cash flows used in financing activities totaled $676.6 million. In the first
three months of fiscal 2003, the Company purchased approximately 18.4 million
shares of common stock at an average price per share of approximately $35. As of
September 30, 2002, the Company has remaining Board of Directors authorization
to purchase up to 17.5 million additional shares.

Approximately twenty percent of the Company's overall investment portfolio is
invested in cash and cash equivalents, which are therefore impacted immediately
by changes in interest rates. The other eighty percent of the Company's
investment portfolio is invested in fixed-income securities, with varying
maturities up to ten years, which are also subject to interest rate risk,
including reinvestment risk. The Company has historically had the ability to
hold these investments until maturity, and therefore this has not had an adverse
impact on income or cash flows.

The earnings impact of future interest rate changes is based on many factors,
which influence the return on the Company's portfolio. These factors include,
among others, the overall portfolio mix between short-term and long-term
investments. This mix varies during the year and is impacted by daily interest
rate changes. A hypothetical change in interest rates of


                                      -11-
<PAGE>

25 basis points applied to the average projected investment balances for fiscal
2003 would result in approximately a $9 million pre-tax earnings impact over the
twelve-month period.

In October 2002, the Company entered into a new $4.0 billion unsecured revolving
credit agreement with certain financial institutions, replacing an existing $4.0
billion credit agreement. The interest rate applicable to the borrowings is tied
to LIBOR or prime rate depending on the notification provided to the syndicated
financial institutions prior to borrowing. The Company is also required to pay a
facility fee on the credit agreement. The primary uses of the credit facility
are to provide liquidity to the unsecured commercial paper program and to fund
normal business operations, if necessary. The Company has had no borrowings to
date under the credit agreement, which expires in October 2003.

In April 2002, the Company authorized a short-term commercial paper program
providing for the issuance of up to $4.0 billion in aggregate maturity value of
commercial paper at any given time. The Company's commercial paper program is
rated A-1+ by Standard and Poor's and Prime 1 by Moody's. These ratings denote
the highest quality investment grade securities. Maturities of commercial paper
can range from overnight to 270 days. At September 30, 2002 there was no
commercial paper outstanding. For the three months ended September 30, 2002, the
Company had average borrowings of $1.3 billion at an effective weighted average
interest rate of 1.8%. The Company uses the commercial paper issuances as a
primary instrument to meet short-term funding requirements related to client
funds obligations.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2002, the FASB issued Statement of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" (FAS
146), which nullifies Emerging Issues Task Force Issue No. 94-3 (Issue 94-3),
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." FAS
146 requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. Under Issue 94-3, a
liability for an exit cost as defined in Issue 94-3 was recognized at the date
of an entity's commitment to an exit plan. The provisions of FAS 146 are
effective for exit or disposal activities that are initiated after December 31,
2002.

OTHER MATTERS

This report contains "forward-looking statements" based on management's
expectations and assumptions and are subject to risks and uncertainties that may
cause actual results to differ from those expressed. Factors that could cause
differences include, but are not limited to: ADP's success in obtaining,
retaining and selling additional services to clients; the pricing of products
and services; changes in laws regulating payroll taxes and employee benefits;
overall economic trends, including interest rate and foreign currency trends;
stock market activity; auto sales and related industry changes; employment
levels; changes in technology; availability of skilled technical associates and
the impact of new acquisitions. ADP disclaims any obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.


                                      -12-
<PAGE>

PART II. OTHER INFORMATION

Except as noted below, all other items are either inapplicable or would result
in negative responses and, therefore, have been omitted.

Item 4.  Controls and Procedures

         ADP management, including the Principal Executive Officer and Principal
         Financial Officer, have conducted an evaluation of the effectiveness of
         disclosure controls and procedures pursuant to Exchange Act Rule
         13a-14. Based on that evaluation, the Chief Executive Officer and
         Principal Financial Officer concluded that the disclosure controls and
         procedures are effective in ensuring that all material information
         required to be filed in this quarterly report has been made known to
         them in a timely fashion. There have been no significant changes in
         internal controls, or in factors that could significantly affect
         internal controls, subsequent to the date the Chief Executive Officer
         and Principal Financial Officer completed their evaluation.

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibits

         Exhibit
         Number                              Exhibit
         -------                             -------
         99.1            Certification by Arthur F. Weinbach pursuant to 18
                         U.S.C. Section 1350, as adopted pursuant to Section 906
                         of the Sarbanes-Oxley Act of 2002

         99.2            Certification by Karen E. Dykstra pursuant to 18 U.S.C.
                         Section 1350, as adopted pursuant to Section 906 of the
                         Sarbanes-Oxley Act of 2002


(b)      Reports on Form 8-K

         In a Report on Form 8-K dated and filed on September 16, 2002, the
         Company reported, under Item 9. "Regulation FD Disclosure", the filing
         with the Securities and Exchange Commission of its Principal Executive
         Officer's and Principal Financial Officer's Statements Under Oath
         Regarding Facts and Circumstances Relating to Exchange Act Filings.


                                      -13-
<PAGE>


                                   SIGNATURES
                                   ----------


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 thereunto duly authorized.


                            AUTOMATIC DATA PROCESSING, INC.
                            -------------------------------
                                     (Registrant)



Date: November 1, 2002         /s/ Karen E. Dykstra
                            ---------------------------
                                   Karen E. Dykstra

                               Vice President Finance
                           (Principal Financial Officer)
                           -----------------------------
                                     (Title)





                                      -14-
<PAGE>

                                 CERTIFICATIONS
                                 --------------

I, Arthur F. Weinbach, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Automatic Data
Processing, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  November 1, 2002

/s/  Arthur F. Weinbach
-----------------------
Arthur F. Weinbach
Chief Executive Officer

                                      -15-
<PAGE>

I, Karen E. Dykstra, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Automatic Data
Processing, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  November 1, 2002

/s/  Karen E. Dykstra
------------------------------
Karen E. Dykstra
Vice President, Finance
(Principal Financial Officer)

                                      -16-

</TEXT>
</DOCUMENT>
