content: 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:  September 15, 1998
                        (Date of earliest event reported)
  
                                  PAYCHEX, INC.
        (Exact name of registrant as specified in its charter)
  
          DELAWARE               0-11330                   16-1124166
  (State of incorporation)     (Commission               (IRS Employer
                               File Number)           Identification Number)
  
  911 PANORAMA TRAIL SOUTH, ROCHESTER, NEW YORK            14625-0397
  (Address of principal executive offices)                 (Zip Code)
  
                                  (716)385-6666
              (Registrant's telephone number, including area code)
  <PAGE>
  ITEM 5.  OTHER EVENTS
  The registrant's press release dated September 15, 1998, regarding its
  financial results for the three months ended August 31, 1998, is attached.
  
                                   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.
  
                                          PAYCHEX, INC.
  
  Date:     September 15, 1998            /s/ B. Thomas Golisano
                                          -----------------------
                                          B. Thomas Golisano
                                          Chairman, President and
                                          Chief Executive Officer
  
  Date:     September 15, 1998            /s/ John M. Morphy
                                          -----------------------
                                          John M. Morphy
                                          Vice President, Chief
                                          Financial Officer and
                                          Secretary
  <PAGE>
  FOR IMMEDIATE RELEASE
  
  	John M. Morphy, Chief Financial Officer
  	Paychex, Inc.		716-383-3406
  	        or
  	Jan Shuler		716-383-3406
  	Paychex, Inc.
  	Access Paychex, Inc. News Releases on the WORLD WIDE WEB
  	http://www.paychex.com   or   http://www.prnewswire.com
  
               PAYCHEX, INC. REPORTS RECORD FIRST QUARTER RESULTS
  
  ROCHESTER, NY, September 15, 1998 -- Paychex, Inc. (NASDAQ: PAYX) today
  announced record net income of $31.4 million or $.19 diluted earnings per
  share for the first quarter ended August 31, 1998, a 36% increase over net
  income of $23.1 million or $.14 diluted earnings per share for the same period
  last year.  Total service revenues were $139.3 million, an increase of 23%
  over $112.9 million for the same period last year.
  
  PAYROLL SEGMENT
  For the quarter ended August 31, 1998, operating income from payroll services
  increased 31% to $53.9 million from $41.2 million for the same period last
  year.  Payroll service revenue was $128.0 million, an increase of 22% over
  $104.9 million for the same period last year.
  
  The increases in revenues and operating income were the result of an 11%
  year-over-year increase in the Company's payroll client base and the continued
  growth of the Taxpay and Direct Deposit products.  Paychex currently services
  300,900 payroll clients, with 228,900 utilizing Taxpay, the Company's tax
  filing and payment feature, 112,400 taking advantage of the Company's Direct
  Deposit product and 35,300 using the Company's Check Signing option.
  
  HRS-PEO SEGMENT
  For the quarter ended August 31, 1998, operating income for the HRS-PEO
  segment increased 117% to $2.6 million from $1.2 million for the same period
  last year.  HRS-PEO service revenue was $11.3 million, an increase of 40% over
  $8.1 million for the same period last year.
  
  The increases in service revenue and operating income for the quarter were due
  to the continued expansion of the segment's client bases, which produced
  higher recurring revenues.  As of August 31, 1998, the segment had 6,700
  401(k) plan recordkeeping clients, 17,300 section 125 clients, and 19,000 PEO
  worksite employees, an increase of 86%, 24%, and 31%, respectively, over
  August 31, 1997 levels.  Segment results also benefited from the consolidation
  of the PEO administrative functions in Rochester, NY, completed in February
  1998.
  
  CORPORATE EXPENSES
  Corporate expenses are primarily related to the Information Technology,
  Organizational Development, Finance and Senior Management functions of the
  Company.  For the quarter ended August 31, 1998, operating expenses increased
  23% from $12.1 million to $14.9 million.  The period's increase is primarily
  due to additional employees required to support the continued growth of the
  Company's business segments, and from increased national marketing efforts,
  commenced in the third quarter of 1998.
  
  B. Thomas Golisano, Chairman, President, and Chief Executive Officer of
  Paychex said,  "First quarter fiscal 1999 is reflective of consistent results
  achieved the last several years.  We reached another milestone as we are now
  servicing over 300,000 payroll clients.  Expansion of our payroll client base
  and their utilization of our ancillary services continue to generate excellent
  results.  Profits from the HRS-PEO segment continue to improve as we realize
  the benefits of expansion efforts and optimize the segment's support
  functions.  HRS-PEO results are gradually becoming more important to the total
  profits of Paychex."
  
                                  PAYCHEX, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
  
                                                      For the three months ended
                                                        August 31,     August 31,
                                                             1998           1997
  Service revenues:
    Payroll                                              $127,982       $104,865
    HRS-PEO                                                11,307          8,082
                                                          -------        -------
  Total service revenues                                  139,289        112,947
  PEO direct costs billed (A)                             142,498        105,636
                                                          -------        -------
  Total revenue                                           281,787        218,583
  
  PEO direct costs (A)                                    142,498        105,636
  Operating costs                                          35,885         30,306
  Selling, general and administrative expenses             61,761         52,284
                                                          -------        -------
  Operating income                                         41,643         30,357
  Investment income                                         2,961          2,188
                                                          -------        -------
  Income before income taxes                               44,604         32,545
  Income taxes                                             13,203          9,471
                                                          -------        -------
  Net income                                             $ 31,401       $ 23,074
                                                          =======        =======
  Basic earnings per share (B)                           $    .19       $    .14
                                                          =======        =======
  Diluted earnings per share (B)                         $    .19       $    .14
                                                          =======        =======
  Weighted-average common shares outstanding (B)          163,277        162,845
                                                          =======        =======
  Weighted-average shares assuming dilution (B)           165,525        164,441
                                                          =======        =======
  Cash dividends per common share (B)                    $    .06       $    .04
                                                          =======        =======
  
  (A) Wages and payroll taxes of PEO worksite employees and their related
  benefit premiums and claims.
  
  (B) Financial information for the period ended August 31, 1997, has been
  adjusted for a three-for-two stock split distributed in May 1998.
  
  <PAGE>
                                  PAYCHEX, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
  
                                                        August 31,        May 31,
                                                             1998           1998
  ASSETS
  Current assets:
    Cash and cash equivalents                          $   49,519     $   35,571
    Investments                                           219,350        214,967
    Interest receivable                                    11,759         13,227
    Accounts receivable                                    66,332         54,596
    Deferred income taxes                                     -            1,525
    Prepaid expenses and other current assets               3,960          4,391
                                                        ---------      ---------
  Current assets before ENS investments                   350,920        324,277
    Electronic Network Services investments             1,110,205      1,154,501
                                                        ---------      ---------
  Total current assets                                  1,461,125      1,478,778
  Property and equipment - net                             62,986         64,698
  Deferred income taxes                                       866            517
  Other assets                                              5,980          5,794
                                                        ---------      ---------
  Total assets                                         $1,530,957     $1,549,787
                                                        =========      =========
  LIABILITIES
  Current liabilities:
    Accounts payable                                   $    6,589     $   10,496
    Accrued compensation and related items                 26,287         33,649
    Deferred revenue                                        3,014          4,443
    Accrued income taxes                                   10,581          2,628
    Deferred income taxes                                   1,511            -
    Other current liabilities                              17,094         13,960
                                                        ---------      ---------
  Current liabilities before ENS client deposits           65,076         65,176
    Electronic Network Services client deposits         1,103,784      1,150,484
                                                        ---------      ---------
  Total current liabilities                             1,168,860      1,215,660
    Other long-term liabilities                             5,110          4,520
                                                        ---------      ---------
  Total liabilities                                     1,173,970      1,220,180
  
  STOCKHOLDERS' EQUITY
  Common stock, $.01 par value,
    authorized 300,000 shares
    Issued: 163,382/ August 31, 1998 and
            163,188/ May 31, 1998                           1,634          1,632
  Additional paid-in capital                               49,989         46,463
  Retained earnings                                       299,709        278,107
  Accumulated other comprehensive income                    5,655          3,405
                                                        ---------      ---------
  Total stockholders' equity                              356,987        329,607
                                                        ---------      ---------
  Total liabilities and stockholders' equity           $1,530,957     $1,549,787
                                                        =========      =========
  <PAGE>
                                  PAYCHEX, INC.
                          BUSINESS SEGMENT INFORMATION
                                 (In thousands)
  
  The Company has two business segments: Payroll and Human Resource
  Services-Professional Employer Organization (HRS-PEO).  The Payroll segment is
  engaged in the preparation of payroll checks, internal accounting records, all
  federal, state and local payroll tax returns, and collection and remittance of
  payroll obligations for small- to medium-sized businesses.  The HRS-PEO
  segment specializes in providing small- and medium-sized businesses with
  cost-effective outsourcing solutions for their employee benefits.  HRS-PEO
  products include 401(k) plan recordkeeping services, group benefits and
  workers' compensation insurance services, section 125 plans, employee
  handbooks and management services.  As an outsourcing solution, HRS-PEO
  relieves the business owner of human resource administration, employment
  regulatory compliance, workers' compensation coverage, health care and other
  employee related responsibilities.  Consistent with PEO industry practice,
  HRS-PEO revenue includes all amounts billed to clients for the services
  provided.  Corporate expenses are primarily related to the Information
  Technology, Organizational Development, Finance and Senior Management
  functions of the Company.
  
                                                      For the three months ended
                                                        August 31,     August 31,
                                                             1998           1997
  Total revenue:
    Payroll                                              $127,982       $104,865
    HRS-PEO revenue:
      Service revenue                                      11,307          8,082
      PEO direct costs billed (A)                         142,498        105,636
                                                          -------        -------
    Total HRS-PEO revenue                                 153,805        113,718
                                                          -------        -------
    Total revenue                                         281,787        218,583
  PEO direct costs (A)                                    142,498        105,636
                                                          -------        -------
  Total revenue less PEO direct costs                     139,289        112,947
                                                          =======        =======
  Operating income:
    Payroll                                                53,888         41,234
    HRS-PEO                                                 2,611          1,204
                                                          -------        -------
    Total operating income                                 56,499         42,438
  
  Corporate expenses                                       14,856         12,081
  Investment income                                         2,961          2,188
                                                          -------        -------
  Income before income taxes                             $ 44,604       $ 32,545
                                                          =======        =======
  
  (A)  Wages and payroll taxes of PEO worksite employees and their related
  benefit premiums and claims.
  <PAGE>
  
              "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
                          LITIGATION REFORM ACT OF 1995
  
  Certain written and oral statements made by the Company's management may
  constitute "forward-looking statements" as defined in the Private Securities
  Litigation Reform Act of 1995.  Forward-looking statements are identified by
  such words and phrases as "expects" and "could be."  Because they are
  forward-looking, they should be evaluated in light of important risk factors.
  These risk factors include general market conditions, including demand for the
  Company's products and services, competition and price levels; changes in the
  laws regulating collection and payment of payroll taxes, professional employer
  organizations, and employee benefits, including 401(k) plans, workers'
  compensation, and section 125 plans; delays in the development and marketing
  of new products and services; the possibility of catastrophic events that
  could impact the Company's operating facilities, computer technology and
  communication systems, including Year 2000 issues; and changes in short- and
  long-term interest rates and the credit rating of securities held in the
  Company's investment portfolios.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 16720}]
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": "98709519"}, "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 EXCHANGE ACT OF 1934
  
                       Date of Report:  September 15, 1998
                        (Date of earliest event reported)
  
                                  PAYCHEX, INC.
        (Exact name of registrant as specified in its charter)
  
          DELAWARE               0-11330                   16-1124166
  (State of incorporation)     (Commission               (IRS Employer
                               File Number)           Identification Number)
  
  911 PANORAMA TRAIL SOUTH, ROCHESTER, NEW YORK            14625-0397
  (Address of principal executive offices)                 (Zip Code)
  
                                  (716)385-6666
              (Registrant's telephone number, including area code)
  ITEM 5.  OTHER EVENTS
  The registrant's press release dated September 15, 1998, regarding its
  financial results for the three months ended August 31, 1998, is attached.
  
                                   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.
  
                                          PAYCHEX, INC.
  
  Date:     September 15, 1998            /s/ B. Thomas Golisano
                                          -----------------------
                                          B. Thomas Golisano
                                          Chairman, President and
                                          Chief Executive Officer
  
  Date:     September 15, 1998            /s/ John M. Morphy
                                          -----------------------
                                          John M. Morphy
                                          Vice President, Chief
                                          Financial Officer and
                                          Secretary
  FOR IMMEDIATE RELEASE
  
  	John M. Morphy, Chief Financial Officer
  	Paychex, Inc.		716-383-3406
  	        or
  	Jan Shuler		716-383-3406
  	Paychex, Inc.
  	Access Paychex, Inc. News Releases on the WORLD WIDE WEB
  	http://www.paychex.com   or   http://www.prnewswire.com
  
               PAYCHEX, INC. REPORTS RECORD FIRST QUARTER RESULTS
  
  ROCHESTER, NY, September 15, 1998 -- Paychex, Inc. (NASDAQ: PAYX) today
  announced record net income of $31.4 million or $.19 diluted earnings per
  share for the first quarter ended August 31, 1998, a 36% increase over net
  income of $23.1 million or $.14 diluted earnings per share for the same period
  last year.  Total service revenues were $139.3 million, an increase of 23%
  over $112.9 million for the same period last year.
  
  PAYROLL SEGMENT
  For the quarter ended August 31, 1998, operating income from payroll services
  increased 31% to $53.9 million from $41.2 million for the same period last
  year.  Payroll service revenue was $128.0 million, an increase of 22% over
  $104.9 million for the same period last year.
  
  The increases in revenues and operating income were the result of an 11%
  year-over-year increase in the Company's payroll client base and the continued
  growth of the Taxpay and Direct Deposit products.  Paychex currently services
  300,900 payroll clients, with 228,900 utilizing Taxpay, the Company's tax
  filing and payment feature, 112,400 taking advantage of the Company's Direct
  Deposit product and 35,300 using the Company's Check Signing option.
  
  HRS-PEO SEGMENT
  For the quarter ended August 31, 1998, operating income for the HRS-PEO
  segment increased 117% to $2.6 million from $1.2 million for the same period
  last year.  HRS-PEO service revenue was $11.3 million, an increase of 40% over
  $8.1 million for the same period last year.
  
  The increases in service revenue and operating income for the quarter were due
  to the continued expansion of the segment's client bases, which produced
  higher recurring revenues.  As of August 31, 1998, the segment had 6,700
  401(k) plan recordkeeping clients, 17,300 section 125 clients, and 19,000 PEO
  worksite employees, an increase of 86%, 24%, and 31%, respectively, over
  August 31, 1997 levels.  Segment results also benefited from the consolidation
  of the PEO administrative functions in Rochester, NY, completed in February
  1998.
  
  CORPORATE EXPENSES
  Corporate expenses are primarily related to the Information Technology,
  Organizational Development, Finance and Senior Management functions of the
  Company.  For the quarter ended August 31, 1998, operating expenses increased
  23% from $12.1 million to $14.9 million.  The period's increase is primarily
  due to additional employees required to support the continued growth of the
  Company's business segments, and from increased national marketing efforts,
  commenced in the third quarter of 1998.
  
  B. Thomas Golisano, Chairman, President, and Chief Executive Officer of
  Paychex said,  "First quarter fiscal 1999 is reflective of consistent results
  achieved the last several years.  We reached another milestone as we are now
  servicing over 300,000 payroll clients.  Expansion of our payroll client base
  and their utilization of our ancillary services continue to generate excellent
  results.  Profits from the HRS-PEO segment continue to improve as we realize
  the benefits of expansion efforts and optimize the segment's support
  functions.  HRS-PEO results are gradually becoming more important to the total
  profits of Paychex."
  
                                  PAYCHEX, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
  
                                                      For the three months ended
                                                        August 31,     August 31,
                                                             1998           1997
  Service revenues:
    Payroll                                              $127,982       $104,865
    HRS-PEO                                                11,307          8,082
                                                          -------        -------
  Total service revenues                                  139,289        112,947
  PEO direct costs billed (A)                             142,498        105,636
                                                          -------        -------
  Total revenue                                           281,787        218,583
  
  PEO direct costs (A)                                    142,498        105,636
  Operating costs                                          35,885         30,306
  Selling, general and administrative expenses             61,761         52,284
                                                          -------        -------
  Operating income                                         41,643         30,357
  Investment income                                         2,961          2,188
                                                          -------        -------
  Income before income taxes                               44,604         32,545
  Income taxes                                             13,203          9,471
                                                          -------        -------
  Net income                                             $ 31,401       $ 23,074
                                                          =======        =======
  Basic earnings per share (B)                           $    .19       $    .14
                                                          =======        =======
  Diluted earnings per share (B)                         $    .19       $    .14
                                                          =======        =======
  Weighted-average common shares outstanding (B)          163,277        162,845
                                                          =======        =======
  Weighted-average shares assuming dilution (B)           165,525        164,441
                                                          =======        =======
  Cash dividends per common share (B)                    $    .06       $    .04
                                                          =======        =======
  
  (A) Wages and payroll taxes of PEO worksite employees and their related
  benefit premiums and claims.
  
  (B) Financial information for the period ended August 31, 1997, has been
  adjusted for a three-for-two stock split distributed in May 1998.
  PAYCHEX, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
  
                                                        August 31,        May 31,
                                                             1998           1998
  ASSETS
  Current assets:
    Cash and cash equivalents                          $   49,519     $   35,571
    Investments                                           219,350        214,967
    Interest receivable                                    11,759         13,227
    Accounts receivable                                    66,332         54,596
    Deferred income taxes                                     -            1,525
    Prepaid expenses and other current assets               3,960          4,391
                                                        ---------      ---------
  Current assets before ENS investments                   350,920        324,277
    Electronic Network Services investments             1,110,205      1,154,501
                                                        ---------      ---------
  Total current assets                                  1,461,125      1,478,778
  Property and equipment - net                             62,986         64,698
  Deferred income taxes                                       866            517
  Other assets                                              5,980          5,794
                                                        ---------      ---------
  Total assets                                         $1,530,957     $1,549,787
                                                        =========      =========
  LIABILITIES
  Current liabilities:
    Accounts payable                                   $    6,589     $   10,496
    Accrued compensation and related items                 26,287         33,649
    Deferred revenue                                        3,014          4,443
    Accrued income taxes                                   10,581          2,628
    Deferred income taxes                                   1,511            -
    Other current liabilities                              17,094         13,960
                                                        ---------      ---------
  Current liabilities before ENS client deposits           65,076         65,176
    Electronic Network Services client deposits         1,103,784      1,150,484
                                                        ---------      ---------
  Total current liabilities                             1,168,860      1,215,660
    Other long-term liabilities                             5,110          4,520
                                                        ---------      ---------
  Total liabilities                                     1,173,970      1,220,180
  
  STOCKHOLDERS' EQUITY
  Common stock, $.01 par value,
    authorized 300,000 shares
    Issued: 163,382/ August 31, 1998 and
            163,188/ May 31, 1998                           1,634          1,632
  Additional paid-in capital                               49,989         46,463
  Retained earnings                                       299,709        278,107
  Accumulated other comprehensive income                    5,655          3,405
                                                        ---------      ---------
  Total stockholders' equity                              356,987        329,607
                                                        ---------      ---------
  Total liabilities and stockholders' equity           $1,530,957     $1,549,787
                                                        =========      =========
  PAYCHEX, INC.
                          BUSINESS SEGMENT INFORMATION
                                 (In thousands)
  
  The Company has two business segments: Payroll and Human Resource
  Services-Professional Employer Organization (HRS-PEO).  The Payroll segment is
  engaged in the preparation of payroll checks, internal accounting records, all
  federal, state and local payroll tax returns, and collection and remittance of
  payroll obligations for small- to medium-sized businesses.  The HRS-PEO
  segment specializes in providing small- and medium-sized businesses with
  cost-effective outsourcing solutions for their employee benefits.  HRS-PEO
  products include 401(k) plan recordkeeping services, group benefits and
  workers' compensation insurance services, section 125 plans, employee
  handbooks and management services.  As an outsourcing solution, HRS-PEO
  relieves the business owner of human resource administration, employment
  regulatory compliance, workers' compensation coverage, health care and other
  employee related responsibilities.  Consistent with PEO industry practice,
  HRS-PEO revenue includes all amounts billed to clients for the services
  provided.  Corporate expenses are primarily related to the Information
  Technology, Organizational Development, Finance and Senior Management
  functions of the Company.
  
                                                      For the three months ended
                                                        August 31,     August 31,
                                                             1998           1997
  Total revenue:
    Payroll                                              $127,982       $104,865
    HRS-PEO revenue:
      Service revenue                                      11,307          8,082
      PEO direct costs billed (A)                         142,498        105,636
                                                          -------        -------
    Total HRS-PEO revenue                                 153,805        113,718
                                                          -------        -------
    Total revenue                                         281,787        218,583
  PEO direct costs (A)                                    142,498        105,636
                                                          -------        -------
  Total revenue less PEO direct costs                     139,289        112,947
                                                          =======        =======
  Operating income:
    Payroll                                                53,888         41,234
    HRS-PEO                                                 2,611          1,204
                                                          -------        -------
    Total operating income                                 56,499         42,438
  
  Corporate expenses                                       14,856         12,081
  Investment income                                         2,961          2,188
                                                          -------        -------
  Income before income taxes                             $ 44,604       $ 32,545
                                                          =======        =======
  
  (A)  Wages and payroll taxes of PEO worksite employees and their related
  benefit premiums and claims.
  "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
                          LITIGATION REFORM ACT OF 1995
  
  Certain written and oral statements made by the Company's management may
  constitute "forward-looking statements" as defined in the Private Securities
  Litigation Reform Act of 1995.  Forward-looking statements are identified by
  such words and phrases as "expects" and "could be."  Because they are
  forward-looking, they should be evaluated in light of important risk factors.
  These risk factors include general market conditions, including demand for the
  Company's products and services, competition and price levels; changes in the
  laws regulating collection and payment of payroll taxes, professional employer
  organizations, and employee benefits, including 401(k) plans, workers'
  compensation, and section 125 plans; delays in the development and marketing
  of new products and services; the possibility of catastrophic events that
  could impact the Company's operating facilities, computer technology and
  communication systems, including Year 2000 issues; and changes in short- and
  long-term interest rates and the credit rating of securities held in the
  Company's investment portfolios.