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):
                                  June 25, 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)                    (Zip Code)
  
  
  Registrant's telephone number, including area code:  (716) 385-6666
                                                       ______________
  
                                       N/A
  ___________________________________________________________________________
         (Former name or former address, if changed, since last report)
  <PAGE>
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On June 25, 1996 Paychex, Inc. ("Paychex"), Paychex Merger Corp., a
  wholly owned subsidiary of Paychex, and National Business Solutions, Inc.
  ("NBS") together with the four shareholders of NBS entered into an Agreement
  and Plan of Merger whereby Paychex, through a reverse triangular merger of
  Paychex Merger Corp. into NBS, will acquire all of the issued and outstanding
  common stock of NBS in exchange for Paychex common stock valued at
  approximately $140,000,000.  The transaction will be accounted for as a
  pooling of interests.
  
       The transaction is subject to receipt of a favorable decision on filings
  made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as well
  as any and all approvals required by the Florida Board of Professional
  Leasing Companies and the Texas Board of Staff Leasing Services.
  
  ITEM 7.  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
  
       (a)  The pooling acquisition does not involve a "significant" amount of
            assets as defined by Item 2(b)4.  However, the following historical
            financial statements of National Business Solutions, Inc. and
            Affiliates are provided at the option of the Registrant:
  
            a.  Audited Consolidated Statements of Income for years
                ended December 31, 1995, 1994 and 1993 (unaudited).
  
            b.  Audited Consolidated Balance Sheets as of December 31,
                1995 and 1994.
  
            c.  Audited Consolidated Statements of Cash Flows for years
                ended December 31, 1995, 1994 and 1993 (unaudited).
  
  
  <PAGE>
  
  
  COMBINED FINANCIAL STATEMENTS AND
  REPORT OF INDEPENDENT
  CERTIFIED PUBLIC ACCOUNTANTS
  
  NATIONAL BUSINESS SOLUTIONS, INC.
  AND AFFILIATES
  
  DECEMBER 31, 1995 AND 1994
  <PAGE>
  
                                    CONTENTS
                                    ________
                                                                          Page
                                                                          ____
  Report of Independent Certified Public Accountants                        1
  
  Combined Statements of Earnings                                           2
  
  Combined Balance Sheets                                                   3
  
  Combined Statement of Stockholders' Equity                                4
  
  Combined Statements of Cash Flows                                         5
  
  Notes to Combined Financial Statements                                  6-13
  <PAGE>
  
  Grant Thornton LLP
  Suite 3850
  101 East Kennedy Blvd.
  Tampa, FL  33602-5154
  
  
               Report of Independent Certified Public Accountants
               __________________________________________________
  
  Board of Directors and Stockholders
  National Business Solutions, Inc. and Affiliates
  
  We have audited the combined balance sheets of National Business Solutions,
  Inc. and Affiliates as of December 31, 1995 and 1994 and the related combined
  statements of earnings, stockholders' equity and cash flows for the years
  then ended.  These financial statements are the responsibility of the
  Company's management.  Our responsibility is to express an opinion on these
  financial statements based on our audits.
  
  We conducted our audits in accordance with generally accepted auditing
  standards.  Those standards require that we plan and perform the audit to
  obtain reasonable assurance about whether the combined financial statements
  are free of material misstatement.  An audit includes examining, on a test
  basis, evidence supporting the amounts and disclosures in the combined
  financial statements.  An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as
  evaluating the overall financial statement presentation.  We believe that our
  audits provide a reasonable basis for our opinion.
  
  In accordance with your instructions, we did not audit the combined
  statements of earnings, stockholders' equity, and cash flows for the year
  ended December 31, 1993 and therefore, we express no opinion on them.
  
  In our opinion, the combined financial statements referred to above present
  fairly, in all material respects, the combined financial position of National
  Business Solutions, Inc. and Affiliates as of December 31, 1995 and 1994, and
  the results of their combined operations and their combined cash flows for
  the years then ended in conformity with generally accepted accounting
  principles.
  
  April 16, 1996
  Tampa, Florida                                  Grant Thornton LLP
  <PAGE>
                                National Business Solutions, Inc. and Affiliates
                                           COMBINED STATEMENTS OF EARNINGS
                                                 Year Ended December 31,
  <TABLE>
  <CAPTION>
                                                        1995                            1994                            1993
                                                  ______________                  ____________                     _____________
                                                                                                                    (Unaudited)
  
  <S>                                             <C>                            <C>                                <C>
  Revenues                                        $191,896,419                   $119,540,685                       $86,543,859
  
  Direct Costs:
  Salaries and wages of worksite employees         163,395,079                    101,560,780                        74,891,776
  Benefits and payroll taxes                        21,682,288                     14,173,837                         9,296,638
                                                  ____________                   ____________                       ___________
   Total direct costs                              185,077,367                    115,734,617                        84,188,414
  
  Gross profit                                       6,819,052                      3,806,068                         2,355,445
  
  Operating expenses:
   Administrative personnel                          2,971,835                      1,914,774                         1,214,708
   General and administrative expenses               1,047,183                        740,119                           501,319
   Sales and marketing                                 487,816                        272,754                           189,672
   Depreciation and amortization                        92,050                         46,062                            32,730
                                                  ____________                   ____________                       ___________
    Total operating expenses                         4,598,884                      2,973,709                         1,938,429
                                                  ____________                   ____________                       ___________
  Income from operations                             2,220,168                        832,359                           417,016
                                                  ____________                   ____________                       ___________
  
  Other income (expense):
   Interest income                                     219,639                         47,328                            18,193
   Interest expense                                          -                              -                            (6,162)
   Other, net                                          (24,896)                             -                                 -
                                                  ____________                   ____________                       ____________
    Total other income                                 194,743                         47,328                            12,031
                                                  ____________                   ____________                       ____________
  
       NET EARNINGS                               $  2,414,911                   $    879,687                       $    429,047
                                                  ============                   ============                       ============
  </TABLE>
  
  The accompanying notes are an integral part of these statements.
  <PAGE>
                                National Business Solutions, Inc. and Affiliates
                                               COMBINED BALANCE SHEETS
                                                       December 31,
  
  <TABLE>
  <CAPTION>
  
  ASSETS                                                  1995                            1994
  ______                                              ___________                      ___________
  <S>                                                 <C>                              <C>
  CURRENT ASSETS
  
   Cash and cash equivalents                          $ 5,517,445                      $ 1,698,885
   Marketable securities-at market                        150,933                           35,561
   Accounts receivable                                  5,598,896                        3,283,683
   Due from stockholders and related party                 45,083                          108,300
   Prepaid expenses                                       143,043                           96,708
                                                      ___________                      ___________
  
          Total current assets                         11,455,400                        5,223,137
  
  CERTIFICATES OF DEPOSIT AND OTHER ASSETS                268,401                          177,945
  
  FURNITURE AND EQUIPMENT, NET                            464,231                          227,093
                                                      ___________                      ___________
  
                                                      $12,188,032                      $ 5,628,175
                                                      ===========                      ===========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  ____________________________________
  
  CURRENT LIABILITIES
   Accounts payable and accrued expenses              $ 1,744,244                      $ 1,288,163
   Accrued salaries, wages and payroll taxes            5,498,550                        3,091,345
   Accrued workers compensation claims                    658,455                                -
                                                      ___________                      ___________
  
       Total current liabilities                        7,901,249                        4,379,508
  
  ACCRUED WORKERS COMPENSATION CLAIMS                     864,927                                -
  
  CUSTOMER DEPOSITS                                       980,400                          535,284
  
  COMMITMENTS AND CONTINGENCIES                                 -                                -
  
  STOCKHOLDERS' EQUITY                                  2,441,456                          713,383
                                                      ___________                      ___________
  
                                                      $12,188,032                      $ 5,628,175
                                                      ===========                      ===========
  </TABLE>
  
  The accompanying notes are an integral part of these statements.
  <PAGE>
                         National Business Solutions, Inc. and Affiliates
                             COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
                           Years Ended December 31, 1995, 1994 and 1993
  <TABLE>
  <CAPTION>
                                                                                Unrealized Gain (Loss)
                                                                 Additional        on Marketable
                                               Common Stock       Paid-in          Securities             Retained
                                               Amount             Capital       Available-for-Sale        Earnings    Total
                                               ____________      __________    ______________________     ________     _____
  <S>                                          <C>               <C>                <C>                  <C>          <C>
  Balance, January 1, 1993 (unaudited)         $126,900          $   3,200          $      -             $   65,406   $  195,506
  
  Common stock issued (unaudited)                 8,000                  -                 -                      -        8,000
  Common stock purchased by
   the Company and retired (unaudited)          (11,900)                 -                 -                (85,918)     (97,818)
  Additional affiliate (unaudited)               20,000             (1,359)                -                      -       18,641
  Net earnings for the year (unaudited)               -                  -                 -                429,047      429,047
  Net change in unrealized gain
   (losses) in marketable securities
   available-for-sale (unaudited)                     -                  -            30,135                      -       30,135
  Distributions to stockholders (unaudited)           -                  -                 -               (133,534)    (133,534)
                                                _______           ________           ________             __________   __________
  Balance, December 31, 1993                    143,000              1,841            30,135                275,001      449,977
  Common stock issued                               100                  -                 -                      -          100
  Net earnings for year                               -                  -                 -                879,687      879,687
  Net change in unrealized gain (losses)
   in marketable securities
   available-for-sale                                 -                  -           (59,764)                     -      (59,764)
  Distributions to Stockholders                       -                  -                 -               (556,617)    (556,617)
                                                _______           ________           _______               _________    _________
  Balance, December 31, 1994                    143,100              1,841           (29,629)               598,071      713,383
  
  Common stock issued                             2,767              4,816                 -                      -        7,583
  Additional affiliate                              100                900                 -                      -        1,000
  Net earnings for year                               -                  -                 -              2,414,911    2,414,911
  Net change in unrealized gain
   (losses) in marketable securities
   available-for-sale                                 -                  -            52,502                      -       52,502
  Distributions to stockholders                       -                  -                 -               (747,923)    (747,923)
                                              _________           _________          _______               _________    _________
  
  Balance, December 31, 1995                   $145,967          $   7,557          $ 22,873             $2,265,059   $2,441,456
                                              =========          =========           =======             ==========   ==========
  </TABLE>
  
  The accompanying notes are an integral part of these statements.
  <PAGE>
                                National Business Solutions, Inc. and Affiliates
                                         COMBINED STATEMENTS OF CASH FLOWS
                                                Year Ended December 31,
  <TABLE>
  <CAPTION>
  
                                                  1995                    1994                    1993
                                               _________                ________               _________
                                                                                               (Unaudited)
  <S>                                          <C>                      <C>                    <C>
  Cash flows from operating activities:
  Net earnings                                 $2,414,911               $   879,687            $  429,047
  Adjustments to reconcile net earnings
  to net cash provided by operating
  activities:
   Depreciation and amortization                   92,050                    45,718                32,729
   Gain on sale of assets                          (3,113)                        -                     -
   Loss on sale of marketable securities           28,009                         -                     -
   Stock received from demutualization            (90,909)                        -                     -
   (Increase) decrease in:
     Accounts receivable                       (2,315,213)               (1,288,227)             (222,488)
     Due from stockholders and related party       63,217                   (29,509)              (78,791)
     Prepaid expenses                             (46,335)                  (74,754)               68,760
     Other assets                                  (1,837)                  233,075              (249,815)
   Increase (decrease) in:
     Accounts payable and accrued expenses        456,079                   815,238                29,791
     Accrued salaries, wages and payroll taxes  2,407,205                 1,549,816               (14,017)
     Accrued workers compensation claims        1,523,382                         -                     -
     Customer deposits                            445,116                   125,559               164,360
     Due to related party                               -                  (105,000)              105,000
                                               __________               ___________            __________
       Net cash provided by
       operating activities                     4,972,562                 2,151,603               264,576
                                               __________               ___________            __________
  Cash flow from investing activities:
   Sale of furniture and equipment                 38,500                         -                     -
   Sale of marketable securities                   37,181                         -                     -
   Purchase of furniture and equipment           (364,574)                 (122,419)              (81,998)
   Purchase of marketable securities and
     certificates of deposit                     (125,769)                 (147,763)              (37,615)
                                              ___________               ___________            __________
       Net cash used by investing
       activities                                (414,662)                 (270,182)             (119,613)
                                              ___________               ___________            __________
  <PAGE>
  Cash flow from financing activities:
   Purchase of common stock subsequently
    retired                                             -                         -               (97,818)
   Proceeds from issuance of common stock           1,000                       100                 7,900
   Proceeds from promissory note                        -                         -                55,362
   Payments on promissory note                          -                         -               (55,362)
   Stock options exercised                          7,583                         -                     -
   Distributions to stockholders                 (747,923)                 (556,617)             (133,534)
                                              ___________               ___________            __________
       Net cash used by financing
       activities                                (739,340)                 (556,517)             (223,452)
  
  Net increase (decrease) in cash and cash    ___________               ___________            __________
  equivalents                                   3,818,560                 1,324,904               (78,489)
  
  Cash and cash equivalents, beginning of year  1,698,885                   373,981               452,470
                                              ___________               ___________            __________
  
  Cash and cash equivalents, end of year       $5,517,445                $1,698,885             $ 373,981
                                               ===========               ===========            ==========
  </TABLE>
  
  The accompanying notes are an integral part of these statements.
  <PAGE>
  
  
                National Business Solutions, Inc. and Affiliates
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                        December 31, 1995, 1994 and 1993
  
  NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
  _____________________________________________________________________
  POLICIES
  ________
  
  National Business Solutions, Inc. and Affiliates (the Company) are
  professional employer organizations ("PEO") engaged primarily in providing
  human resource management, benefits and personnel administration services.
  In addition, the Company provides employee assistance programs, drug-free
  workplace programs, risk management and loss containment services.
  
  The Company provides PEO services to small and medium sized companies in a
  variety of industries, including manufacturing, retail, and hospitality.  PEO
  service contracts with client companies are generally for one year terms with
  automatic renewal options and subject to termination on a 60 days' notice by
  either party during the first year and annually thereafter.
  
  A summary of the significant accounting policies followed in the preparation
  of the accompanying combined financial statements is presented below:
  
  Principles of Combination
  _________________________
  
  The accompanying combined financial statements include the accounts of
  National Business Solutions, Inc. (NBS) and its affiliates, NBS of America,
  Inc., NBS of Central Florida, Inc., NBS of North Florida, Inc., NBS of South
  Florida, Inc., and Express Benefits Corporation (See Note 7).  All material
  intercompany balances and transactions have been eliminated.
  
  Revenue Recognition
  ___________________
  
  Revenues and related costs of wages, salaries, and employment taxes from
  professional employer services related to worksite employees are recognized in
  the period in which the employee performs the service.  Because the Company is
  at risk for all of its direct costs, independently of whether payment is
  received from its clients, all amounts billed to clients for these costs are
  recognized as revenue by the Company.
  
  Accounts receivable consists primarily of billed receivables of approximately
  $1,847,000 and $998,000 and unbilled receivables of approximately $3,752,000
  and $2,286,000 at December 31, 1995 and 1994 respectively.  Unbilled
  receivables represent fees for leased employees which relate to the period
  from the last pay period ending date through the financial statement date,
  which have not yet been billed and the client matching contribution to the
  employee benefit plans (See Note 5).  Generally, contractual arrangements
  require the Company to be paid one day prior to the pay date of the leased
  employees.
  <PAGE>
                National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES-(continued)
  _____________________________________________________________________
  
  The Company considers accounts receivable to be fully collectible;
  accordingly, no allowance for doubtful accounts is required.  If amounts
  become uncollectible, they will be charged to operations when that
  determination is made.
  
  Cash and Cash Equivalents
  _________________________
  
  The Company has defined cash and cash equivalents as those highly liquid
  investments with an original maturity of three months or less.
  
  Accounting Estimates
  ____________________
  
  The preparation of financial statements in conformity with generally accepted
  accounting principles requires management to make estimates and assumptions
  that affect the reported amounts of assets and liabilities and disclosure of
  contingent assets and liabilities at the date of the financial statements and
  the reported amounts of revenues and expenses during the reporting period.
  The more significant estimates relate to the Company's reserve for workers
  compensation claims.  Actual results could differ from those estimates.
  
  Reserve for Workers Compensation Claims
  _______________________________________
  
  Prior to 1995, the Company's workers compensation plan was fully insured.  In
  1995, the Company's workers compensation benefits are provided under a large
  deductible insured plan.  Since the Company  has limited claims loss
  experience the Company has elected to record reserves for the deductible
  portion of workers compensation claims costs based on the maximum contractual
  loss exposure under their workers compensation program.  Management believes
  that this is a conservative approach and the reserve is adequate to meet its
  obligations for the open claims.  As historical loss experience becomes
  available, the Company will modify its reserve requirements.
  
  Workers compensation claims reserves are established at the time an employee
  files a claim.  Furthermore, the Company, in determining its reserves,
  includes reserves for estimated claims incurred but not reported.
  
  At December 31, 1995, the Company has classified as current the estimated
  amounts of reserves established for claims expected to be paid within one
  year.
  <PAGE>
                National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES- (continued)
  _____________________________________________________________________
  
  Certificates of Deposit
  _______________________
  
  Certificates of deposit with an aggregate balance of $154,829 at December 31,
  1994 had been pledged in conjunction with the workers compensation insurance
  policy used by the Company.  The Company obtained a letter of credit in the
  amount of $308,000 in conjunction with the workers compensation policy for
  1995.  Certificates of deposit with an aggregate balance of $243,448 at
  December 31, 1995 have been pledged as collateral for the letter of credit
  (See Note 6).
  
  Furniture and Equipment
  _______________________
  
  Furniture and equipment are stated at cost.  Depreciation is being provided
  using the straight-line method over the estimated economic useful lives (5 - 8
  years) for financial statement purposes.  Accelerated methods are used for
  income tax purposes.
  
  Income Taxes
  ____________
  
  NBS and four affiliates have elected not to be taxable as corporations
  pursuant to Subchapter S of the Internal Revenue Code.  Income taxes on net
  earnings are payable personally by the individual stockholders of the
  respective companies.  Accordingly, no provision has been recorded for Federal
  or State income taxes.
  
  One other affiliate is a taxable corporation under the Internal Revenue Code.
  No provision has been recorded for Federal and State income taxes as the
  results of operations of this Affiliate is immaterial to the combined
  financial statements.  In 1993, this affiliate adopted Statement of Financial
  Accounting Standard (SFAS) No. 109, "Accounting for Income Taxes", issued
  February 1992.  Under the liability method specified in SFAS No. 109, deferred
  tax assets and liabilities are determined based on the difference between the
  financial statement and tax basis of assets and liabilities as measured by the
  enacted tax rates which will be in effect when these differences reverse.
  Deferred tax expense (benefit) is the result of changes in deferred tax assets
  and liabilities.  The change from the Accounting Principles Board (APB) No. 11
  to SFAS No. 109 had an immaterial effect on the financial statements.
  <PAGE>
  Stock Based Compensation
  ________________________
  
  In October 1995, the Financial Accounting Standards Board (FASB) issued
  Statement of Financial Accounting Standards No. 123, Accounting for Stock
  Based Compensation (SFAS 123).  SFAS 123, the disclosure provisions of which
  must be implemented for fiscal years beginning subsequent to December 15,
  1995, establishes a fair value based method of accounting for stock based
  compensation plans, the effect of which can either be disclosed or recorded.
  The Company will adopt the provisions of SFAS 123 in 1996.  Upon adoption, the
  Company intends to retain the intrinsic value method of accounting for stock
  based compensation, which it currently uses.
  <PAGE>
                National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES- (continued)
  _____________________________________________________________________
  
  Fair Value of Financial Instruments
  ___________________________________
  
  The Company's financial instruments consist primarily of instruments without
  extended maturities whose fair value equals their carrying value.
  
  Supplemental Disclosure of Cash Flow Information
  ________________________________________________
  
  During 1993 cash paid for interest aggregated $6,162 (unaudited).  No cash was
  paid for interest during 1995 and 1994.
  
  Reclassifications
  _________________
  
  Certain reclassifications have been made to the 1994 and 1993 balances to
  conform to the 1995 presentation.
  
  NOTE 2 - MARKETABLE SECURITIES
  ______________________________
  
  Marketable Securities
  _____________________
  
  The Company adopted, effective December 31, 1993, Statement of Financial
  Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in
  Debt and Equity Securities", issued in May 1993.  The Statement requires
  companies to classify investments in marketable equity and in all debt
  securities as trading securities, available-for-sale securities, or
  held-to-maturity securities.
  
  <TABLE>
  <CAPITON>
  
  Marketable securities consist of the following:
                                                         1995        1994
                                                         ____        ____
                                                        <C>         <C>
  <S>
  Available for sale securities:
        Investments in common stocks                    150,933     35,561
                                                       ________    _______
                                                       $150,933    $35,561
                                                       ========    =======
  </TABLE>
  
  Unrealized (loss)/gain of $22,873 and $(29,629) at December 31, 1995 and 1994
  respectively, relate to available-for-sale securities and have been recorded
  in the stockholders' equity section of the accompanying combined balance sheet.
  <PAGE>
                National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 3 - FURNITURE AND EQUIPMENT
  ________________________________
  <TABLE>
  <CAPTION>
  
  Furniture and equipment consist of the following:
  
                                                       1995          1994
                                                       ____          ____
    <S>                                              <C>           <C>
    Computer hardware and software                   $353,099      $173,827
    Furniture, fixtures and leasehold improvements    285,595       151,708
                                                     ________      ________
                                                      638,694       325,535
    Less:  accumulated depreciation                  (174,463)      (98,442)
                                                     ________      ________
                                                     $464,231      $227,093
                                                     ========      ========
  </TABLE>
  
  NOTE 4 - COMMITMENTS AND CONTINGENCIES
  ______________________________________
  
  Operating Leases
  ________________
  
  The Company leases their office facilities and certain equipment under
  operating leases, which expire at various times from 1996 through 2001.
  <TABLE>
  <CAPTION>
  
  Future minimum lease payments under these operating leases are as follows:
  
                                          Less                   Net
                        Gross             Sublease               Lease
                        _____             ________               _____
    <S>               <C>                 <C>                  <C>
    1996              $  434,739          $ (91,666)           $  343,073
    1997                 455,393            (96,766)              358,627
    1998                 459,100            (96,766)              362,334
    1999                 369,954             (8,064)              361,890
    2000                 309,388                  -               309,388
    Thereafter            13,361                  -                13,361
                      __________          _________            __________
                      $2,041,935          $(293,262)           $1,748,673
  </TABLE>
  The leases provide for payment of taxes and other expenses by the Company.
  Rent expense was $197,000, $127,000 and $89,000 (unaudited) for the three
  years ended December 31, 1995, 1994 and 1993 respectively.
  <PAGE>
                National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 4 - COMMITMENTS AND CONTINGENCIES (Continued)
  __________________________________________________
  
  Workers Compensation Reserves
  _____________________________
  
  During 1995, the Company entered into a workers compensation insurance policy
  whereby the maximum individual claims exposure is $350,000 and the aggregate
  claims exposure is limited to a percentage of workers compensation payroll.
  The Company estimates this will result in a maximum liability of $1,523,382
  when they are ultimately resolved.  The Company believes this reserve is
  sufficient to meet its obligations for the open claims.  The Company
  estimates that approximately $658,455 of the reserves will be paid out in 1996
  and the remaining $864,927 is recorded as a long-term liability at December
  31, 1995.
  
  NOTE 5 - EMPLOYEE BENEFIT PLANS
  _______________________________
  
  The Company sponsors and administrates two 401(k) plans and one money purchase
  plan on behalf of its employees.  Such plans cover substantially all full-time
  employees over age 21 with at least one year of service.  Employees are
  entitled to make contributions to the 401(k) plans on a before-tax basis under
  the salary reduction provisions of the plans.  The Company, (in effect, the
  Company's clients) at their discretion, may contribute a matching contribution
  on behalf of each participant for whom an elective contribution was made
  during the plan year.  Contributions by the Company totaled approximately
  $867,000, $690,000 and $240,000 (unaudited) in the years ended December 31,
  1995, 1994 and 1993.
  
  NOTE 6 - SUBSEQUENT EVENT
  _________________________
  
  The Company issued a letter of credit in January 1996 in the amount of
  $650,000 in conjunction with the workers compensation insurance policy for
  1996.  A certificate of deposit totaling $650,000 has been pledged as
  collateral for this letter of credit (See Note 1).
  <PAGE>
                National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 7 - STOCKHOLDERS' EQUITY
  _____________________________
  
  <TABLE>
  <CAPTION>
  
  Common Stock Shares                        NBS of           NBS of            Express           NBS of            NBS of
                                             Central          America           Benefits          North             South
                           NBS               Florida          Inc.              Corporation       Florida           Florida
                           $1 par value      $1 par value     $1 par value      $1 par value      $1 par value      $1 par value
                           200,000 shares    200,000 shares   20,000 shares     1,000 shares      1,000 shares      1,000 shares
                           authorized        authorized       authorized        authorized        authorized        authorized
                           ______________    ______________   _______________   ______________    ______________    ______________
  <S>                         <C>                <C>               <C>               <C>               <C>               <C>
  Balance, January 1, 1993     63,900            63,000                 -            -                 -                 -
  (unaudited)
  
  Common stock issued           7,900                 -                 -            100               -                 -
  (unaudited)
  
  Common stock purchased
   by the Company and
   retired (unaudited)        (11,900)                -                 -            -                 -                 -
  
  Acquisition of entity
   in 1993 (unaudited)              -                 -            20,000            -                 -                 -
                               ______            ______            ______            ______            ______            ______
  
  Balance, December 31, 1993   59,900            63,000            20,000            -                 -                 -
  
  Common stock issued               -                 -                 -            -                 100               -
                               ______            ______            ______            ______            ______            ______
  
  Balance, December 31, 1994   59,900            63,000            20,000            100               100               -
  
  Common stock issued           2,767                 -                 -            -                 -                 100
                               ______            ______            ______            ______            ______            ______
  
  Balance, December 31, 1995   62,667            63,000            20,000            100               100               100
                               ======            ======            ======            ======            ======            ======
  </TABLE>
  <PAGE>
                National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 7 - STOCKHOLDERS' EQUITY - (Continued)
  ___________________________________________
  
  Incentive Stock Option Plan
  ___________________________
  
  In 1992, NBS adopted an Incentive Stock Option plan pursuant to Section 422
  of the Internal Revenue Code.  Under the plan, the maximum aggregate number
  of shares which may be awarded is 15,000.  The option price per share shall
  never be less than the fair market value of NBS' common stock at the grant
  date.  In the case of an individual who owns 10% or more of NBS' common
  stock, the option price shall be a minimum of 110% of the fair market value
  on the date of the grant.  Options granted vest equally over a three-year
  period.  The current options outstanding expire in February 1997.
  
  A summary of options is as follows:
  <TABLE>
  <CAPTION>
                                                                  Exercise
                                              # of Shares      Price Per Share
                                              ___________      _______________
  <S>                                           <C>                <C>
  
  Options outstanding at, January 1, 1993       10,000             $1.00
  (unaudited)
  
  Granted (unaudited)                            1,000              8.22
  
  Exercised (unaudited)                         (7,900)            (1.00)
                                                ______
  Options outstanding at, December 31, 1993      3,100         1.00-8.22
  
  Granted                                            -                 -
  
  Exercised                                          -                 -
                                                ______         _________
  
  Options outstanding at, December 31, 1994      3,100         1.00-8.22
  
  Exercised                                     (2,767)        1.00-8.22
                                                 _____
  Options outstanding at, December 31, 1995        333              8.22
                                                ======         =========
  </TABLE>
  <PAGE>
       (b)  Pro Forma Financial Information
  
       Since the transaction does not involve the acquisition of a significant
  amount of assets, no Pro Forma financial information are provided with the
  filing.
  
       (c)  Exhibits
  
            2.  Agreement and Plan of Merger with Exhibit C-1 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 hereunto duly authorized.
  
  Dated:  July 9, 1996
  
                                  PAYCHEX, INC.
  
  
                                  By:  /s/ G. Thomas Clark
                                       ________________________
                                       G. Thomas Clark, Senior Vice President
                                       of Finance
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 43263}]
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": "96592420"}, "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):
                                  June 25, 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)                    (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 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On June 25, 1996 Paychex, Inc. ("Paychex"), Paychex Merger Corp., a
  wholly owned subsidiary of Paychex, and National Business Solutions, Inc.
  ("NBS") together with the four shareholders of NBS entered into an Agreement
  and Plan of Merger whereby Paychex, through a reverse triangular merger of
  Paychex Merger Corp. into NBS, will acquire all of the issued and outstanding
  common stock of NBS in exchange for Paychex common stock valued at
  approximately $140,000,000.  The transaction will be accounted for as a
  pooling of interests.
  
       The transaction is subject to receipt of a favorable decision on filings
  made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as well
  as any and all approvals required by the Florida Board of Professional
  Leasing Companies and the Texas Board of Staff Leasing Services.
  
  ITEM 7.  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
  
       (a)  The pooling acquisition does not involve a "significant" amount of
            assets as defined by Item 2(b)4.  However, the following historical
            financial statements of National Business Solutions, Inc. and
            Affiliates are provided at the option of the Registrant:
  
            a.  Audited Consolidated Statements of Income for years
                ended December 31, 1995, 1994 and 1993 (unaudited).
  
            b.  Audited Consolidated Balance Sheets as of December 31,
                1995 and 1994.
  
            c.  Audited Consolidated Statements of Cash Flows for years
                ended December 31, 1995, 1994 and 1993 (unaudited).
  COMBINED FINANCIAL STATEMENTS AND
  REPORT OF INDEPENDENT
  CERTIFIED PUBLIC ACCOUNTANTS
  
  NATIONAL BUSINESS SOLUTIONS, INC.
  AND AFFILIATES
  
  DECEMBER 31, 1995 AND 1994
  CONTENTS
                                    ________
                                                                          Page
                                                                          ____
  Report of Independent Certified Public Accountants                        1
  
  Combined Statements of Earnings                                           2
  
  Combined Balance Sheets                                                   3
  
  Combined Statement of Stockholders' Equity                                4
  
  Combined Statements of Cash Flows                                         5
  
  Notes to Combined Financial Statements                                  6-13
  Grant Thornton LLP
  Suite 3850
  101 East Kennedy Blvd.
  Tampa, FL  33602-5154
  
               Report of Independent Certified Public Accountants
               __________________________________________________
  
  Board of Directors and Stockholders
  National Business Solutions, Inc. and Affiliates
  
  We have audited the combined balance sheets of National Business Solutions,
  Inc. and Affiliates as of December 31, 1995 and 1994 and the related combined
  statements of earnings, stockholders' equity and cash flows for the years
  then ended.  These financial statements are the responsibility of the
  Company's management.  Our responsibility is to express an opinion on these
  financial statements based on our audits.
  
  We conducted our audits in accordance with generally accepted auditing
  standards.  Those standards require that we plan and perform the audit to
  obtain reasonable assurance about whether the combined financial statements
  are free of material misstatement.  An audit includes examining, on a test
  basis, evidence supporting the amounts and disclosures in the combined
  financial statements.  An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as
  evaluating the overall financial statement presentation.  We believe that our
  audits provide a reasonable basis for our opinion.
  
  In accordance with your instructions, we did not audit the combined
  statements of earnings, stockholders' equity, and cash flows for the year
  ended December 31, 1993 and therefore, we express no opinion on them.
  
  In our opinion, the combined financial statements referred to above present
  fairly, in all material respects, the combined financial position of National
  Business Solutions, Inc. and Affiliates as of December 31, 1995 and 1994, and
  the results of their combined operations and their combined cash flows for
  the years then ended in conformity with generally accepted accounting
  principles.
  
  April 16, 1996
  Tampa, Florida                                  Grant Thornton LLP
  National Business Solutions, Inc. and Affiliates
                                           COMBINED STATEMENTS OF EARNINGS
                                                 Year Ended December 31,
  1995                            1994                            1993
                                                  ______________                  ____________                     _____________
                                                                                                                    (Unaudited)
  Revenues                                        $191,896,419                   $119,540,685                       $86,543,859
  
  Direct Costs:
  Salaries and wages of worksite employees         163,395,079                    101,560,780                        74,891,776
  Benefits and payroll taxes                        21,682,288                     14,173,837                         9,296,638
                                                  ____________                   ____________                       ___________
   Total direct costs                              185,077,367                    115,734,617                        84,188,414
  
  Gross profit                                       6,819,052                      3,806,068                         2,355,445
  
  Operating expenses:
   Administrative personnel                          2,971,835                      1,914,774                         1,214,708
   General and administrative expenses               1,047,183                        740,119                           501,319
   Sales and marketing                                 487,816                        272,754                           189,672
   Depreciation and amortization                        92,050                         46,062                            32,730
                                                  ____________                   ____________                       ___________
    Total operating expenses                         4,598,884                      2,973,709                         1,938,429
                                                  ____________                   ____________                       ___________
  Income from operations                             2,220,168                        832,359                           417,016
                                                  ____________                   ____________                       ___________
  
  Other income (expense):
   Interest income                                     219,639                         47,328                            18,193
   Interest expense                                          -                              -                            (6,162)
   Other, net                                          (24,896)                             -                                 -
                                                  ____________                   ____________                       ____________
    Total other income                                 194,743                         47,328                            12,031
                                                  ____________                   ____________                       ____________
  
       NET EARNINGS                               $  2,414,911                   $    879,687                       $    429,047
                                                  ============                   ============                       ============
  The accompanying notes are an integral part of these statements.
  National Business Solutions, Inc. and Affiliates
                                               COMBINED BALANCE SHEETS
                                                       December 31,
  ASSETS                                                  1995                            1994
  ______                                              ___________                      ___________
  CURRENT ASSETS
  
   Cash and cash equivalents                          $ 5,517,445                      $ 1,698,885
   Marketable securities-at market                        150,933                           35,561
   Accounts receivable                                  5,598,896                        3,283,683
   Due from stockholders and related party                 45,083                          108,300
   Prepaid expenses                                       143,043                           96,708
                                                      ___________                      ___________
  
          Total current assets                         11,455,400                        5,223,137
  
  CERTIFICATES OF DEPOSIT AND OTHER ASSETS                268,401                          177,945
  
  FURNITURE AND EQUIPMENT, NET                            464,231                          227,093
                                                      ___________                      ___________
  
                                                      $12,188,032                      $ 5,628,175
                                                      ===========                      ===========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  ____________________________________
  
  CURRENT LIABILITIES
   Accounts payable and accrued expenses              $ 1,744,244                      $ 1,288,163
   Accrued salaries, wages and payroll taxes            5,498,550                        3,091,345
   Accrued workers compensation claims                    658,455                                -
                                                      ___________                      ___________
  
       Total current liabilities                        7,901,249                        4,379,508
  
  ACCRUED WORKERS COMPENSATION CLAIMS                     864,927                                -
  
  CUSTOMER DEPOSITS                                       980,400                          535,284
  
  COMMITMENTS AND CONTINGENCIES                                 -                                -
  
  STOCKHOLDERS' EQUITY                                  2,441,456                          713,383
                                                      ___________                      ___________
  
                                                      $12,188,032                      $ 5,628,175
                                                      ===========                      ===========
  The accompanying notes are an integral part of these statements.
  National Business Solutions, Inc. and Affiliates
                             COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
                           Years Ended December 31, 1995, 1994 and 1993
  Unrealized Gain (Loss)
                                                                 Additional        on Marketable
                                               Common Stock       Paid-in          Securities             Retained
                                               Amount             Capital       Available-for-Sale        Earnings    Total
                                               ____________      __________    ______________________     ________     _____
  Balance, January 1, 1993 (unaudited)         $126,900          $   3,200          $      -             $   65,406   $  195,506
  
  Common stock issued (unaudited)                 8,000                  -                 -                      -        8,000
  Common stock purchased by
   the Company and retired (unaudited)          (11,900)                 -                 -                (85,918)     (97,818)
  Additional affiliate (unaudited)               20,000             (1,359)                -                      -       18,641
  Net earnings for the year (unaudited)               -                  -                 -                429,047      429,047
  Net change in unrealized gain
   (losses) in marketable securities
   available-for-sale (unaudited)                     -                  -            30,135                      -       30,135
  Distributions to stockholders (unaudited)           -                  -                 -               (133,534)    (133,534)
                                                _______           ________           ________             __________   __________
  Balance, December 31, 1993                    143,000              1,841            30,135                275,001      449,977
  Common stock issued                               100                  -                 -                      -          100
  Net earnings for year                               -                  -                 -                879,687      879,687
  Net change in unrealized gain (losses)
   in marketable securities
   available-for-sale                                 -                  -           (59,764)                     -      (59,764)
  Distributions to Stockholders                       -                  -                 -               (556,617)    (556,617)
                                                _______           ________           _______               _________    _________
  Balance, December 31, 1994                    143,100              1,841           (29,629)               598,071      713,383
  
  Common stock issued                             2,767              4,816                 -                      -        7,583
  Additional affiliate                              100                900                 -                      -        1,000
  Net earnings for year                               -                  -                 -              2,414,911    2,414,911
  Net change in unrealized gain
   (losses) in marketable securities
   available-for-sale                                 -                  -            52,502                      -       52,502
  Distributions to stockholders                       -                  -                 -               (747,923)    (747,923)
                                              _________           _________          _______               _________    _________
  
  Balance, December 31, 1995                   $145,967          $   7,557          $ 22,873             $2,265,059   $2,441,456
                                              =========          =========           =======             ==========   ==========
  The accompanying notes are an integral part of these statements.
  National Business Solutions, Inc. and Affiliates
                                         COMBINED STATEMENTS OF CASH FLOWS
                                                Year Ended December 31,
  1995                    1994                    1993
                                               _________                ________               _________
                                                                                               (Unaudited)
  Cash flows from operating activities:
  Net earnings                                 $2,414,911               $   879,687            $  429,047
  Adjustments to reconcile net earnings
  to net cash provided by operating
  activities:
   Depreciation and amortization                   92,050                    45,718                32,729
   Gain on sale of assets                          (3,113)                        -                     -
   Loss on sale of marketable securities           28,009                         -                     -
   Stock received from demutualization            (90,909)                        -                     -
   (Increase) decrease in:
     Accounts receivable                       (2,315,213)               (1,288,227)             (222,488)
     Due from stockholders and related party       63,217                   (29,509)              (78,791)
     Prepaid expenses                             (46,335)                  (74,754)               68,760
     Other assets                                  (1,837)                  233,075              (249,815)
   Increase (decrease) in:
     Accounts payable and accrued expenses        456,079                   815,238                29,791
     Accrued salaries, wages and payroll taxes  2,407,205                 1,549,816               (14,017)
     Accrued workers compensation claims        1,523,382                         -                     -
     Customer deposits                            445,116                   125,559               164,360
     Due to related party                               -                  (105,000)              105,000
                                               __________               ___________            __________
       Net cash provided by
       operating activities                     4,972,562                 2,151,603               264,576
                                               __________               ___________            __________
  Cash flow from investing activities:
   Sale of furniture and equipment                 38,500                         -                     -
   Sale of marketable securities                   37,181                         -                     -
   Purchase of furniture and equipment           (364,574)                 (122,419)              (81,998)
   Purchase of marketable securities and
     certificates of deposit                     (125,769)                 (147,763)              (37,615)
                                              ___________               ___________            __________
       Net cash used by investing
       activities                                (414,662)                 (270,182)             (119,613)
                                              ___________               ___________            __________
  Cash flow from financing activities:
   Purchase of common stock subsequently
    retired                                             -                         -               (97,818)
   Proceeds from issuance of common stock           1,000                       100                 7,900
   Proceeds from promissory note                        -                         -                55,362
   Payments on promissory note                          -                         -               (55,362)
   Stock options exercised                          7,583                         -                     -
   Distributions to stockholders                 (747,923)                 (556,617)             (133,534)
                                              ___________               ___________            __________
       Net cash used by financing
       activities                                (739,340)                 (556,517)             (223,452)
  
  Net increase (decrease) in cash and cash    ___________               ___________            __________
  equivalents                                   3,818,560                 1,324,904               (78,489)
  
  Cash and cash equivalents, beginning of year  1,698,885                   373,981               452,470
                                              ___________               ___________            __________
  
  Cash and cash equivalents, end of year       $5,517,445                $1,698,885             $ 373,981
                                               ===========               ===========            ==========
  The accompanying notes are an integral part of these statements.
  National Business Solutions, Inc. and Affiliates
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                        December 31, 1995, 1994 and 1993
  
  NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
  _____________________________________________________________________
  POLICIES
  ________
  
  National Business Solutions, Inc. and Affiliates (the Company) are
  professional employer organizations ("PEO") engaged primarily in providing
  human resource management, benefits and personnel administration services.
  In addition, the Company provides employee assistance programs, drug-free
  workplace programs, risk management and loss containment services.
  
  The Company provides PEO services to small and medium sized companies in a
  variety of industries, including manufacturing, retail, and hospitality.  PEO
  service contracts with client companies are generally for one year terms with
  automatic renewal options and subject to termination on a 60 days' notice by
  either party during the first year and annually thereafter.
  
  A summary of the significant accounting policies followed in the preparation
  of the accompanying combined financial statements is presented below:
  
  Principles of Combination
  _________________________
  
  The accompanying combined financial statements include the accounts of
  National Business Solutions, Inc. (NBS) and its affiliates, NBS of America,
  Inc., NBS of Central Florida, Inc., NBS of North Florida, Inc., NBS of South
  Florida, Inc., and Express Benefits Corporation (See Note 7).  All material
  intercompany balances and transactions have been eliminated.
  
  Revenue Recognition
  ___________________
  
  Revenues and related costs of wages, salaries, and employment taxes from
  professional employer services related to worksite employees are recognized in
  the period in which the employee performs the service.  Because the Company is
  at risk for all of its direct costs, independently of whether payment is
  received from its clients, all amounts billed to clients for these costs are
  recognized as revenue by the Company.
  
  Accounts receivable consists primarily of billed receivables of approximately
  $1,847,000 and $998,000 and unbilled receivables of approximately $3,752,000
  and $2,286,000 at December 31, 1995 and 1994 respectively.  Unbilled
  receivables represent fees for leased employees which relate to the period
  from the last pay period ending date through the financial statement date,
  which have not yet been billed and the client matching contribution to the
  employee benefit plans (See Note 5).  Generally, contractual arrangements
  require the Company to be paid one day prior to the pay date of the leased
  employees.
  National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES-(continued)
  _____________________________________________________________________
  
  The Company considers accounts receivable to be fully collectible;
  accordingly, no allowance for doubtful accounts is required.  If amounts
  become uncollectible, they will be charged to operations when that
  determination is made.
  
  Cash and Cash Equivalents
  _________________________
  
  The Company has defined cash and cash equivalents as those highly liquid
  investments with an original maturity of three months or less.
  
  Accounting Estimates
  ____________________
  
  The preparation of financial statements in conformity with generally accepted
  accounting principles requires management to make estimates and assumptions
  that affect the reported amounts of assets and liabilities and disclosure of
  contingent assets and liabilities at the date of the financial statements and
  the reported amounts of revenues and expenses during the reporting period.
  The more significant estimates relate to the Company's reserve for workers
  compensation claims.  Actual results could differ from those estimates.
  
  Reserve for Workers Compensation Claims
  _______________________________________
  
  Prior to 1995, the Company's workers compensation plan was fully insured.  In
  1995, the Company's workers compensation benefits are provided under a large
  deductible insured plan.  Since the Company  has limited claims loss
  experience the Company has elected to record reserves for the deductible
  portion of workers compensation claims costs based on the maximum contractual
  loss exposure under their workers compensation program.  Management believes
  that this is a conservative approach and the reserve is adequate to meet its
  obligations for the open claims.  As historical loss experience becomes
  available, the Company will modify its reserve requirements.
  
  Workers compensation claims reserves are established at the time an employee
  files a claim.  Furthermore, the Company, in determining its reserves,
  includes reserves for estimated claims incurred but not reported.
  
  At December 31, 1995, the Company has classified as current the estimated
  amounts of reserves established for claims expected to be paid within one
  year.
  National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES- (continued)
  _____________________________________________________________________
  
  Certificates of Deposit
  _______________________
  
  Certificates of deposit with an aggregate balance of $154,829 at December 31,
  1994 had been pledged in conjunction with the workers compensation insurance
  policy used by the Company.  The Company obtained a letter of credit in the
  amount of $308,000 in conjunction with the workers compensation policy for
  1995.  Certificates of deposit with an aggregate balance of $243,448 at
  December 31, 1995 have been pledged as collateral for the letter of credit
  (See Note 6).
  
  Furniture and Equipment
  _______________________
  
  Furniture and equipment are stated at cost.  Depreciation is being provided
  using the straight-line method over the estimated economic useful lives (5 - 8
  years) for financial statement purposes.  Accelerated methods are used for
  income tax purposes.
  
  Income Taxes
  ____________
  
  NBS and four affiliates have elected not to be taxable as corporations
  pursuant to Subchapter S of the Internal Revenue Code.  Income taxes on net
  earnings are payable personally by the individual stockholders of the
  respective companies.  Accordingly, no provision has been recorded for Federal
  or State income taxes.
  
  One other affiliate is a taxable corporation under the Internal Revenue Code.
  No provision has been recorded for Federal and State income taxes as the
  results of operations of this Affiliate is immaterial to the combined
  financial statements.  In 1993, this affiliate adopted Statement of Financial
  Accounting Standard (SFAS) No. 109, "Accounting for Income Taxes", issued
  February 1992.  Under the liability method specified in SFAS No. 109, deferred
  tax assets and liabilities are determined based on the difference between the
  financial statement and tax basis of assets and liabilities as measured by the
  enacted tax rates which will be in effect when these differences reverse.
  Deferred tax expense (benefit) is the result of changes in deferred tax assets
  and liabilities.  The change from the Accounting Principles Board (APB) No. 11
  to SFAS No. 109 had an immaterial effect on the financial statements.
  Stock Based Compensation
  ________________________
  
  In October 1995, the Financial Accounting Standards Board (FASB) issued
  Statement of Financial Accounting Standards No. 123, Accounting for Stock
  Based Compensation (SFAS 123).  SFAS 123, the disclosure provisions of which
  must be implemented for fiscal years beginning subsequent to December 15,
  1995, establishes a fair value based method of accounting for stock based
  compensation plans, the effect of which can either be disclosed or recorded.
  The Company will adopt the provisions of SFAS 123 in 1996.  Upon adoption, the
  Company intends to retain the intrinsic value method of accounting for stock
  based compensation, which it currently uses.
  National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES- (continued)
  _____________________________________________________________________
  
  Fair Value of Financial Instruments
  ___________________________________
  
  The Company's financial instruments consist primarily of instruments without
  extended maturities whose fair value equals their carrying value.
  
  Supplemental Disclosure of Cash Flow Information
  ________________________________________________
  
  During 1993 cash paid for interest aggregated $6,162 (unaudited).  No cash was
  paid for interest during 1995 and 1994.
  
  Reclassifications
  _________________
  
  Certain reclassifications have been made to the 1994 and 1993 balances to
  conform to the 1995 presentation.
  
  NOTE 2 - MARKETABLE SECURITIES
  ______________________________
  
  Marketable Securities
  _____________________
  
  The Company adopted, effective December 31, 1993, Statement of Financial
  Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in
  Debt and Equity Securities", issued in May 1993.  The Statement requires
  companies to classify investments in marketable equity and in all debt
  securities as trading securities, available-for-sale securities, or
  held-to-maturity securities.
  Marketable securities consist of the following:
                                                         1995        1994
                                                         ____        ____
  Available for sale securities:
        Investments in common stocks                    150,933     35,561
                                                       ________    _______
                                                       $150,933    $35,561
                                                       ========    =======
  Unrealized (loss)/gain of $22,873 and $(29,629) at December 31, 1995 and 1994
  respectively, relate to available-for-sale securities and have been recorded
  in the stockholders' equity section of the accompanying combined balance sheet.
  National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 3 - FURNITURE AND EQUIPMENT
  ________________________________
  Furniture and equipment consist of the following:
  
                                                       1995          1994
                                                       ____          ____
  Computer hardware and software                   $353,099      $173,827
    Furniture, fixtures and leasehold improvements    285,595       151,708
                                                     ________      ________
                                                      638,694       325,535
    Less:  accumulated depreciation                  (174,463)      (98,442)
                                                     ________      ________
                                                     $464,231      $227,093
                                                     ========      ========
  NOTE 4 - COMMITMENTS AND CONTINGENCIES
  ______________________________________
  
  Operating Leases
  ________________
  
  The Company leases their office facilities and certain equipment under
  operating leases, which expire at various times from 1996 through 2001.
  Future minimum lease payments under these operating leases are as follows:
  
                                          Less                   Net
                        Gross             Sublease               Lease
                        _____             ________               _____
  1996              $  434,739          $ (91,666)           $  343,073
    1997                 455,393            (96,766)              358,627
    1998                 459,100            (96,766)              362,334
    1999                 369,954             (8,064)              361,890
    2000                 309,388                  -               309,388
    Thereafter            13,361                  -                13,361
                      __________          _________            __________
                      $2,041,935          $(293,262)           $1,748,673
  The leases provide for payment of taxes and other expenses by the Company.
  Rent expense was $197,000, $127,000 and $89,000 (unaudited) for the three
  years ended December 31, 1995, 1994 and 1993 respectively.
  National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 4 - COMMITMENTS AND CONTINGENCIES (Continued)
  __________________________________________________
  
  Workers Compensation Reserves
  _____________________________
  
  During 1995, the Company entered into a workers compensation insurance policy
  whereby the maximum individual claims exposure is $350,000 and the aggregate
  claims exposure is limited to a percentage of workers compensation payroll.
  The Company estimates this will result in a maximum liability of $1,523,382
  when they are ultimately resolved.  The Company believes this reserve is
  sufficient to meet its obligations for the open claims.  The Company
  estimates that approximately $658,455 of the reserves will be paid out in 1996
  and the remaining $864,927 is recorded as a long-term liability at December
  31, 1995.
  
  NOTE 5 - EMPLOYEE BENEFIT PLANS
  _______________________________
  
  The Company sponsors and administrates two 401(k) plans and one money purchase
  plan on behalf of its employees.  Such plans cover substantially all full-time
  employees over age 21 with at least one year of service.  Employees are
  entitled to make contributions to the 401(k) plans on a before-tax basis under
  the salary reduction provisions of the plans.  The Company, (in effect, the
  Company's clients) at their discretion, may contribute a matching contribution
  on behalf of each participant for whom an elective contribution was made
  during the plan year.  Contributions by the Company totaled approximately
  $867,000, $690,000 and $240,000 (unaudited) in the years ended December 31,
  1995, 1994 and 1993.
  
  NOTE 6 - SUBSEQUENT EVENT
  _________________________
  
  The Company issued a letter of credit in January 1996 in the amount of
  $650,000 in conjunction with the workers compensation insurance policy for
  1996.  A certificate of deposit totaling $650,000 has been pledged as
  collateral for this letter of credit (See Note 1).
  National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 7 - STOCKHOLDERS' EQUITY
  _____________________________
  Common Stock Shares                        NBS of           NBS of            Express           NBS of            NBS of
                                             Central          America           Benefits          North             South
                           NBS               Florida          Inc.              Corporation       Florida           Florida
                           $1 par value      $1 par value     $1 par value      $1 par value      $1 par value      $1 par value
                           200,000 shares    200,000 shares   20,000 shares     1,000 shares      1,000 shares      1,000 shares
                           authorized        authorized       authorized        authorized        authorized        authorized
                           ______________    ______________   _______________   ______________    ______________    ______________
  Balance, January 1, 1993     63,900            63,000                 -            -                 -                 -
  (unaudited)
  
  Common stock issued           7,900                 -                 -            100               -                 -
  (unaudited)
  
  Common stock purchased
   by the Company and
   retired (unaudited)        (11,900)                -                 -            -                 -                 -
  
  Acquisition of entity
   in 1993 (unaudited)              -                 -            20,000            -                 -                 -
                               ______            ______            ______            ______            ______            ______
  
  Balance, December 31, 1993   59,900            63,000            20,000            -                 -                 -
  
  Common stock issued               -                 -                 -            -                 100               -
                               ______            ______            ______            ______            ______            ______
  
  Balance, December 31, 1994   59,900            63,000            20,000            100               100               -
  
  Common stock issued           2,767                 -                 -            -                 -                 100
                               ______            ______            ______            ______            ______            ______
  
  Balance, December 31, 1995   62,667            63,000            20,000            100               100               100
                               ======            ======            ======            ======            ======            ======
  National Business Solutions, Inc. and Affiliates
               NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
                        December 31, 1995, 1994 and 1993
  
  NOTE 7 - STOCKHOLDERS' EQUITY - (Continued)
  ___________________________________________
  
  Incentive Stock Option Plan
  ___________________________
  
  In 1992, NBS adopted an Incentive Stock Option plan pursuant to Section 422
  of the Internal Revenue Code.  Under the plan, the maximum aggregate number
  of shares which may be awarded is 15,000.  The option price per share shall
  never be less than the fair market value of NBS' common stock at the grant
  date.  In the case of an individual who owns 10% or more of NBS' common
  stock, the option price shall be a minimum of 110% of the fair market value
  on the date of the grant.  Options granted vest equally over a three-year
  period.  The current options outstanding expire in February 1997.
  
  A summary of options is as follows:
  Exercise
                                              # of Shares      Price Per Share
                                              ___________      _______________
  Options outstanding at, January 1, 1993       10,000             $1.00
  (unaudited)
  
  Granted (unaudited)                            1,000              8.22
  
  Exercised (unaudited)                         (7,900)            (1.00)
                                                ______
  Options outstanding at, December 31, 1993      3,100         1.00-8.22
  
  Granted                                            -                 -
  
  Exercised                                          -                 -
                                                ______         _________
  
  Options outstanding at, December 31, 1994      3,100         1.00-8.22
  
  Exercised                                     (2,767)        1.00-8.22
                                                 _____
  Options outstanding at, December 31, 1995        333              8.22
                                                ======         =========
  (b)  Pro Forma Financial Information
  
       Since the transaction does not involve the acquisition of a significant
  amount of assets, no Pro Forma financial information are provided with the
  filing.
  
       (c)  Exhibits
  
            2.  Agreement and Plan of Merger with Exhibit C-1 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 hereunto duly authorized.
  
  Dated:  July 9, 1996
  
                                  PAYCHEX, INC.
  
                                  By:  /s/ G. Thomas Clark
                                       ________________________
                                       G. Thomas Clark, Senior Vice President
                                       of Finance