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):
                                 January 7, 1997
  
                                  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 November 21, 1996, Paychex, Inc. acquired all of the outstanding stock of
  Olsen Computer Systems, Inc., (now Paychex Computer Systems, Inc.), in a
  business combination accounted for as a pooling of interests.  The
  stockholders of Olsen Computer Systems, Inc. received approximately 393,000
  shares of Paychex, Inc. common stock.  In accordance with the merger
  agreement, Paychex, Inc. agreed to publish consolidated financial information
  covering at least 30 days of post-merger combined operations.  Consolidated
  revenue and net income for the seven month period ended December 31, 1996 were
  $399.9 million and $42.2 million, respectively.
  
                                   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:  January 21, 1997
  
                          PAYCHEX, INC.
  
                          By:  /s/ John M. Morphy
                              _____________________________________
                                John M. Morphy, Vice President,
                                Chief Financial Officer and
                                Secretary
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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": "97508235"}, "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):
                                 January 7, 1997
  
                                  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 November 21, 1996, Paychex, Inc. acquired all of the outstanding stock of
  Olsen Computer Systems, Inc., (now Paychex Computer Systems, Inc.), in a
  business combination accounted for as a pooling of interests.  The
  stockholders of Olsen Computer Systems, Inc. received approximately 393,000
  shares of Paychex, Inc. common stock.  In accordance with the merger
  agreement, Paychex, Inc. agreed to publish consolidated financial information
  covering at least 30 days of post-merger combined operations.  Consolidated
  revenue and net income for the seven month period ended December 31, 1996 were
  $399.9 million and $42.2 million, respectively.
  
                                   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:  January 21, 1997
  
                          PAYCHEX, INC.
  
                          By:  /s/ John M. Morphy
                              _____________________________________
                                John M. Morphy, Vice President,
                                Chief Financial Officer and
                                Secretary