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):
                                 April 22, 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 April 22, 1997, Paychex, Inc. announced that John T. Carlen resigned as
  Executive Vice-President and as an Officer of the Company effective April
  22, 1997.
  
                                   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:  April 25, 1997
  
                          PAYCHEX, INC.
  
                          By:  /s/ John M. Morphy
                              _____________________________________
                                John M. Morphy, Vice President,
                                Chief Financial Officer and
                                Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2073}]
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": "97587763"}, "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):
                                 April 22, 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 April 22, 1997, Paychex, Inc. announced that John T. Carlen resigned as
  Executive Vice-President and as an Officer of the Company effective April
  22, 1997.
  
                                   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:  April 25, 1997
  
                          PAYCHEX, INC.
  
                          By:  /s/ John M. Morphy
                              _____________________________________
                                John M. Morphy, Vice President,
                                Chief Financial Officer and
                                Secretary