content: SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
  
  
                                    FORM 8-K
  
  
                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934
  
  
                Date of Report (Date of earliest event reported):
                                 March 17, 1995
  
  
                                  PAYCHEX, INC.
             (Exact name of Registrant as specified in its charter)
  
  
  
    Delaware                      0-11330                    16-1123166
    ----------------------------------------------------------------------------
  
  (State or other               (Commission                  I.R.S. Employer
  jurisdiction                   File No.                    Identification
  of incorporation                                           No.
  
  
  
  911 Panorama Trail South        Rochester, New York           14625
  - ------------------------------------------------------------------------------
                (Address of Principal Executive Offices Zip Code
  
  
  
  
  Registrant's telephone number, including area code:  (716) 385-6666
                                                        -------------
  
  
                                 N/A
  - ------------------------------------------------------------------------------
          (Former name or former address, if changed, since last report
  
  
  ITEM 5. OTHER EVENTS
  
       On March 17, 1995, Paychex, Inc., ("Paychex"), Paychex Merger Corp., a
  wholly-owned subsidiary of Paychex, and Pay-Fone Systems, Inc. a
  California corporation, entered into an Agreement and Plan of Merger
  whereby Pay-Fone will merge with Paychex in a transaction for Paychex
  common stock valued at $10,475,000.  Based upon shares of Pay-Fone
  currently outstanding and options currently exercisable, this would be
  equivalent to $6.51 per Pay-Fone share. This valuation is subject to
  certain adjustments and limitations set forth in the Merger Agreement.
  
       Pay-Fone provides payroll and tax preparation services to approximately
  3,500 clients through five offices in California.  Its revenues for the
  fiscal year ended June 30, 1994 were $4,460,000.  Paychex, which serves
  over 200,000 small-to-medium sized companies nationwide, had revenues
  for its fiscal year ended May 31, 1994 of $224,000,000.
  
       Pay-Fone common shares are listed on the American Stock Exchange
  under the symbol "PYF."
  
       The consummation of the transaction is subject to numerous conditions
  and is not expected to occur, if at all, for several months.
  
  Item 7.  Financial Statements and Exhibits
  
       Since the transaction does not involve the acquisition of a
  significant amount of assets, no financial statements of Pay-Fone are
  filed.  Such statements, however, are available at the Securities Exchange
  Commission in 10-K and 10-Q filings by Pay-Fone(1934 Act File No.2-69590).
  
  
  	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 hereunto duly authorized.
  
  Dated:  March 22, 1995
  
  
                      PAYCHEX, INC.
  
  
  
                      By:   /s/ G. Thomas Clark
                            -------------------------------
                            G. Thomas Clark, Vice President
                                     of Finance
  <PAGE>
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text: SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
  
                                    FORM 8-K
  
                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934
  
                Date of Report (Date of earliest event reported):
                                 March 17, 1995
  
                                  PAYCHEX, INC.
             (Exact name of Registrant as specified in its charter)
  
    Delaware                      0-11330                    16-1123166
    ----------------------------------------------------------------------------
  
  (State or other               (Commission                  I.R.S. Employer
  jurisdiction                   File No.                    Identification
  of incorporation                                           No.
  
  911 Panorama Trail South        Rochester, New York           14625
  - ------------------------------------------------------------------------------
                (Address of Principal Executive Offices Zip Code
  
  Registrant's telephone number, including area code:  (716) 385-6666
                                                        -------------
  
                                 N/A
  - ------------------------------------------------------------------------------
          (Former name or former address, if changed, since last report
  
  ITEM 5. OTHER EVENTS
  
       On March 17, 1995, Paychex, Inc., ("Paychex"), Paychex Merger Corp., a
  wholly-owned subsidiary of Paychex, and Pay-Fone Systems, Inc. a
  California corporation, entered into an Agreement and Plan of Merger
  whereby Pay-Fone will merge with Paychex in a transaction for Paychex
  common stock valued at $10,475,000.  Based upon shares of Pay-Fone
  currently outstanding and options currently exercisable, this would be
  equivalent to $6.51 per Pay-Fone share. This valuation is subject to
  certain adjustments and limitations set forth in the Merger Agreement.
  
       Pay-Fone provides payroll and tax preparation services to approximately
  3,500 clients through five offices in California.  Its revenues for the
  fiscal year ended June 30, 1994 were $4,460,000.  Paychex, which serves
  over 200,000 small-to-medium sized companies nationwide, had revenues
  for its fiscal year ended May 31, 1994 of $224,000,000.
  
       Pay-Fone common shares are listed on the American Stock Exchange
  under the symbol "PYF."
  
       The consummation of the transaction is subject to numerous conditions
  and is not expected to occur, if at all, for several months.
  
  Item 7.  Financial Statements and Exhibits
  
       Since the transaction does not involve the acquisition of a
  significant amount of assets, no financial statements of Pay-Fone are
  filed.  Such statements, however, are available at the Securities Exchange
  Commission in 10-K and 10-Q filings by Pay-Fone(1934 Act File No.2-69590).
  
  	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 hereunto duly authorized.
  
  Dated:  March 22, 1995
  
                      PAYCHEX, INC.
  
                      By:   /s/ G. Thomas Clark
                            -------------------------------
                            G. Thomas Clark, Vice President
                                     of Finance