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):
                                September 30, 1996
  
                                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)
  
  
  
  Registrant's telephone number, including area code:  (716)385-6666
  
  
  
                                     N/A
  __________________________________________________________________________
       (Former name or former address, if changed, since last report)
  <PAGE>
  ITEM 5.  OTHER EVENTS
  
  On August 26, 1996, Paychex, Inc. merged with National Business Solutions,
  Inc. (NBS), now Paychex Business Solutions, Inc. (PBS) in a business
  combination accounted for as a pooling of interests.  The stockholders of NBS
  received 2,934,496 shares of Paychex, Inc.  common stock.  The following
  financial data represents year to date combined financial results which
  include at least 30 days of post-merger combined operations.
  
       Paychex, Inc. and Subsidiaries - Consolidated Statements of Income
       __________________________________________________________________
                    (in thousands, except per share amounts)
  <TABLE>
  <CAPTION>
                                                          Four Months Ended
                                                            September 30,
                                                            ____________
                                                        1996            1995
  <S>                                                 <C>             <C>
  Payroll Revenue                                     $116,991        $100,066
  PEO Revenue                                          102,124          64,095
                                                      ________        ________
  Total Revenue                                        219,115         164,161
  
  PEO Direct Costs                                      98,992          61,824
  Operating Costs                                       34,814          30,824
  Selling, Gen & Admin Exp                              56,681          50,368
                                                      ________        ________
  Operating Income                                      28,628          21,145
  
  Other Income                                           2,028           1,846
                                                      ________        ________
  Income Before
    Income Taxes                                        30,656          22,991
  
  Income Taxes                                           8,461           6,350
                                                      ________        ________
  Net Income                                          $ 22,195        $ 16,641
  
  Earnings Per share                                  $    .31        $    .23*
  
  Cash Dividends Per Share                            $    .06        $    .04*
  
  Weighted Average
    Shares Outstanding                                  71,669          71,045*
  
  </TABLE>
  
  * Adjusted for a three-for-two stock split in May, 1996.
  <PAGE>
           Paychex, Inc.and Subsidiaries - Market Segment Information
           __________________________________________________________
                                 (in thousands)
  
  The Company operates in two major segments, Payroll and Professional Employer
  Organization (PEO).  The Payroll segment is engaged in the preparation of
  payroll checks, internal accounting records and all Federal, State and Local
  payroll tax returns for small to medium-sized businesses.  The Payroll segment
  also includes employee handbooks, section 125 plans and 401(k) recordkeeping
  services.  The PEO segment specializes in providing small and medium-sized
  businesses with cost-effective outsourcing solutions for their employee
  benefits.  As an outsourcing solution, the PEO relieves the business owner of
  human resources administration, employment regulatory compliance, workers'
  compensation coverage, health care and other employee related
  responsibilities.  Consistent with PEO industry practice, revenue includes all
  amounts billed to clients for the services provided by the PEO.
  <TABLE>
  <CAPTION>
                                                          Four Months Ended
                                                            September 30,
                                                         1996            1995
                                                        _____          ______
  <S>                                                 <C>              <C>
  Revenue
    Payroll                                           $116,991         $100,066
    PEO                                                102,124           64,095
                                                      ________         ________
      Total Revenue                                    219,115          164,161
  
  PEO Direct Costs                                      98,992           61,824
                                                      ________         ________
  
  Revenue Less PEO Direct Costs                        120,123          102,337
  
  Operating Costs
    Payroll                                             33,078           29,486
    PEO                                                  1,736            1,338
                                                      ________         ________
   Total Operating Costs                                34,814           30,824
  
  Selling, General and Admin
    Payroll                                             54,234           48,497
    PEO                                                    311              232
                                                      ________         ________
     Total Selling, General and Admin                   54,545           48,729
  
  Operating Income
    Payroll                                             29,679           22,083
    PEO                                                  1,085              701
                                                      ________         ________
     Total Operating Income                             30,764           22,784
  
  General Corporate Expenses                             2,136            1,639
  Other Income - Net                                     2,028            1,846
                                                      ________         ________
  
  Income Before Income Taxes                          $ 30,656         $ 22,991
                                                      ________         ________
  </TABLE>
  
  <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 hereunto duly authorized.
  
  Dated:  October 22, 1996
  
                          PAYCHEX, INC.
  
                          By:  /s/ John M. Morphy
                              _____________________________________
                              John M. Morphy
                              Vice President, Chief
                              Financial Officer and
                              Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 7860}]
metadata_filer: {"company-data": {"conformed-name": "PAYCHEX INC", "cik": "0000723531", "assigned-sic": "8700", "irs-number": "161124166", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11330", "film-number": "96646096"}, "business-address": {"street1": "911 PANORAMA TRAIL S", "city": "ROCHESTER", "state": "NY", "zip": "14625-0397", "phone": "7163856666"}, "mail-address": {"street1": "911 PANORAMA TRAIL SOUTH", "city": "ROCHESTER", "state": "NY", "zip": "14625-0397"}}
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):
                                September 30, 1996
  
                                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)
  
  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 August 26, 1996, Paychex, Inc. merged with National Business Solutions,
  Inc. (NBS), now Paychex Business Solutions, Inc. (PBS) in a business
  combination accounted for as a pooling of interests.  The stockholders of NBS
  received 2,934,496 shares of Paychex, Inc.  common stock.  The following
  financial data represents year to date combined financial results which
  include at least 30 days of post-merger combined operations.
  
       Paychex, Inc. and Subsidiaries - Consolidated Statements of Income
       __________________________________________________________________
                    (in thousands, except per share amounts)
  Four Months Ended
                                                            September 30,
                                                            ____________
                                                        1996            1995
  Payroll Revenue                                     $116,991        $100,066
  PEO Revenue                                          102,124          64,095
                                                      ________        ________
  Total Revenue                                        219,115         164,161
  
  PEO Direct Costs                                      98,992          61,824
  Operating Costs                                       34,814          30,824
  Selling, Gen & Admin Exp                              56,681          50,368
                                                      ________        ________
  Operating Income                                      28,628          21,145
  
  Other Income                                           2,028           1,846
                                                      ________        ________
  Income Before
    Income Taxes                                        30,656          22,991
  
  Income Taxes                                           8,461           6,350
                                                      ________        ________
  Net Income                                          $ 22,195        $ 16,641
  
  Earnings Per share                                  $    .31        $    .23*
  
  Cash Dividends Per Share                            $    .06        $    .04*
  
  Weighted Average
    Shares Outstanding                                  71,669          71,045*
  * Adjusted for a three-for-two stock split in May, 1996.
  Paychex, Inc.and Subsidiaries - Market Segment Information
           __________________________________________________________
                                 (in thousands)
  
  The Company operates in two major segments, Payroll and Professional Employer
  Organization (PEO).  The Payroll segment is engaged in the preparation of
  payroll checks, internal accounting records and all Federal, State and Local
  payroll tax returns for small to medium-sized businesses.  The Payroll segment
  also includes employee handbooks, section 125 plans and 401(k) recordkeeping
  services.  The PEO segment specializes in providing small and medium-sized
  businesses with cost-effective outsourcing solutions for their employee
  benefits.  As an outsourcing solution, the PEO relieves the business owner of
  human resources administration, employment regulatory compliance, workers'
  compensation coverage, health care and other employee related
  responsibilities.  Consistent with PEO industry practice, revenue includes all
  amounts billed to clients for the services provided by the PEO.
  Four Months Ended
                                                            September 30,
                                                         1996            1995
                                                        _____          ______
  Revenue
    Payroll                                           $116,991         $100,066
    PEO                                                102,124           64,095
                                                      ________         ________
      Total Revenue                                    219,115          164,161
  
  PEO Direct Costs                                      98,992           61,824
                                                      ________         ________
  
  Revenue Less PEO Direct Costs                        120,123          102,337
  
  Operating Costs
    Payroll                                             33,078           29,486
    PEO                                                  1,736            1,338
                                                      ________         ________
   Total Operating Costs                                34,814           30,824
  
  Selling, General and Admin
    Payroll                                             54,234           48,497
    PEO                                                    311              232
                                                      ________         ________
     Total Selling, General and Admin                   54,545           48,729
  
  Operating Income
    Payroll                                             29,679           22,083
    PEO                                                  1,085              701
                                                      ________         ________
     Total Operating Income                             30,764           22,784
  
  General Corporate Expenses                             2,136            1,639
  Other Income - Net                                     2,028            1,846
                                                      ________         ________
  
  Income Before Income Taxes                          $ 30,656         $ 22,991
                                                      ________         ________
  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:  October 22, 1996
  
                          PAYCHEX, INC.
  
                          By:  /s/ John M. Morphy
                              _____________________________________
                              John M. Morphy
                              Vice President, Chief
                              Financial Officer and
                              Secretary