UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the calendar year ended December 31, 1996
A. Full title of the Plan
Paychex, Inc. 401(k)
Incentive Retirement Plan.
B. Name and address of issuer of the securities held pursuant
to the Plan and the address of its principal executive office:
Paychex, Inc.
911 Panorama Trail South
Rochester, NY 14625
<PAGE>
Financial Statements and Exhibits
Financial Statements Page No.
Report of Independent Auditors 4
Statement of Changes in Net Assets 5
Available for Benefits, with Fund
Information for the Year Ended
December 31, 1996
Statement of Changes in Net Assets 6
Available for Benefits, with Fund
Information for the Year Ended
December 31, 1995
Statement of Net Assets Available for 7
Benefits, with Fund Information -
December 31, 1996
Statement of Net Assets Available for 8
Benefits, with Fund Information -
December 31, 1995
Notes to Financial Statements 9-14
Schedule of Assets Held for Investment
Purposes - December 31, 1996 15
Schedule of Reportable Transactions - For the year 16
ended December 31, 1996
Exhibits
23. Consent of Ernst & Young LLP 17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Committee has caused this Annual Report to be signed by the undersigned
thereunto duly authorized.
Dated: June 26, 1997
PAYCHEX 401(k) INCENTIVE RETIREMENT PLAN
By: /s/ Francis G. Provino
___________________________________
Francis G. Provino
401(k) COMMITTEE MEMBER
<PAGE>
ERNST & YOUNG LLP
Report of Independent Auditors
The Plan Committee
Paychex, Inc. 401(k)
Incentive Retirement Plan
Rochester, New York
We have audited the accompanying statements of net assets available for
benefits of Paychex, Inc. 401(k) Incentive Retirement Plan as of December 31,
1996 and 1995, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan'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 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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 our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1996 and
reportable transactions for the year then ended are presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, and
are not a required part of the financial statements. The Fund Information in
the statement of net assets available for benefits and the statment of changes
in net assets available for benefits is presented for purposes of additional
analyses rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules have been subjected to the auditing procedures applied in our audit
of the 1996 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1996 financial statements taken as a
whole.
April 16, 1997 /s/ Ernst & Young LLP
<PAGE>
PAYCHEX, INC. 401(K) INCENTIVE RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Paychex,
Inc. Growth Inter-
Common and Stable national
Combined Stock Income Equity Value Equity Loan
Funds Fund Fund Fund Fund Fund Fund
____________ ____________ ____________ ____________ ____________ ____________ ____________
<S> <C> <C> <C> <C> <C> <C> <C>
Interest and dividend income $ 2,213,420 $ 436,130 $ 252,674 $ 997,995 $ 272,664 $ 4,726 $ 249,231
Net appreciation
in fair market
value of investments - 26,552,916 25,548,295 549,162 332,578 - 122,881 -
Notes A & D
Contributions:
Participants 6,992,391 4,800,726 734,859 951,367 418,861 86,578 -
Paychex, Inc. 2,393,697 1,626,893 247,861 319,456 174,691 24,796 -
____________ ____________ ____________ ____________ ____________ ____________ ____________
38,152,424 32,412,044 1,784,556 2,601,396 866,216 238,981 249,231
Withdrawals by terminated (4,105,947) (2,703,140) (425,286) (522,217) (446,936) (8,368) -
participants
Transfers between funds - 203,740 (931,193) (1,230,822) 414,503 788,324 755,448
____________ ____________ ____________ ____________ ____________ ____________ ____________
NET INCREASE 34,046,477 29,912,644 428,077 848,357 833,783 1,018,937 1,004,679
Net assets available for
benefits at beginning of year 66,464,090 46,378,918 6,303,545 6,905,781 3,936,638 - 2,939,208
____________ ____________ ____________ ____________ ____________ ____________ ____________
NET ASSETS AVAILABLE FOR
BENEFITS $100,510,567 $ 76,291,562 $ 6,731,622 $ 7,754,138 $ 4,770,421 $ 1,018,937 $ 3,943,887
____________ ____________ ____________ ____________ ____________ ____________ ____________
____________ ____________ ____________ ____________ ____________ ____________ ____________
</TABLE>
See notes to financial statements.
<PAGE>
PAYCHEX, INC. 401(K) INCENTIVE RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Paychex,
Inc. Growth
Common and Stable
Combined Stock Income Equity Value Loan
Funds Fund Fund Fund Fund Fund
___________ ___________ ___________ ___________ ___________ ___________
<S> <C> <C> <C> <C> <C> <C>
Interest and dividend income $ 1,923,627 $ 261,406 $ 219,821 $ 1,047,881 $ 227,454 $ 167,065
Net appreciation
in fair market
value of investments - 21,952,709 20,518,948 1,060,025 373,736 - -
Notes A & D
Contributions:
Participants 5,451,478 3,345,691 786,486 833,760 485,541 -
Paychex, Inc. 1,972,363 1,220,851 256,866 313,537 181,109 -
___________ ___________ ___________ ___________ ___________ ___________
31,300,177 25,346,896 2,323,198 2,568,914 894,104 167,065
Withdrawals by terminated
participants (2,842,603) (1,340,576) (381,429) (395,840) (724,758) -
Transfers between funds - (716,628) 57,833 (113,640) 215,300 557,135
___________ ___________ ___________ ___________ ___________ ___________
NET INCREASE 28,457,574 23,289,692 1,999,602 2,059,434 384,646 724,200
Net assets available for
benefits at beginning of year 38,006,516 23,089,226 4,303,943 4,846,347 3,551,992 2,215,008
___________ ___________ ___________ ___________ ___________ ___________
NET ASSETS AVAILABLE FOR
BENEFITS $66,464,090 $46,378,918 $ 6,303,545 $ 6,905,781 $ 3,936,638 $ 2,939,208
___________ ___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________ ___________
</TABLE>
See notes to financial statements.
<PAGE>
PAYCHEX, INC. 401(K) INCENTIVE RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Paychex,
Inc. Growth Inter-
Common and Stable national
Combined Stock Income Equity Value Equity Loan
Funds Fund Fund Fund Fund Fund Fund
____________ ____________ ____________ ____________ ____________ ____________ ____________
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at market value:
Common Stock of Paychex,
Inc. -
1,441,371 Shares
(Cost $15,780,069) $ 74,140,260 $ 74,140,260
IVT Total Return Fund -
277,021 Shares
(Cost $5,576,820) 6,731,622 $ 6,731,622
Invesco Growth Fund -
1,494,054 Shares
(Cost $7,753,188) 7,754,138 $ 7,754,138
Invesco Stable Value Fund -
4,770,421 Shares
(Cost $4,770,421) 4,770,421 $ 4,770,421
Global Asset Management
Fund -
44,015 Shares
(Cost $906,659) 1,018,937 $ 1,018,937
Invesco Funds Group -
IMF - Cash Reserves
(Cost $2,151,302) 2,151,302 $ 2,151,302
Participant Loans
Receivable 3,943,887 $ 3,943,887
____________ ____________ ____________ ____________ ____________ ____________ ____________
TOTAL ASSETS $100,510,567 $ 76,291,562 $ 6,731,622 $ 7,754,138 $ 4,770,421 $ 1,018,937 $ 3,943,887
LIABILITIES
Withdrawals payable to
terminated participants
- Note E - - - - - - -
____________ ____________ ____________ ____________ ____________ ____________ ____________
NET ASSETS AVAILABLE FOR
BENEFITS $100,510,567 $ 76,291,562 $ 6,731,622 $ 7,754,138 $ 4,770,421 $ 1,018,937 $ 3,943,887
____________ ____________ ____________ ____________ ____________ ____________ ____________
____________ ____________ ____________ ____________ ____________ ____________ ____________
</TABLE>
See notes to financial statements.
<PAGE>
PAYCHEX, INC. 401(K) INCENTIVE RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Paychex,
Inc. Growth
Common and Stable
Combined Stock Income Equity Value Loan
Funds Fund Fund Fund Fund Fund
___________ ___________ ___________ ___________ ___________ ___________
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at market value:
Common Stock of Paychex, Inc. -
916,255 Shares
(Cost $11,999,017) $45,709,807 $45,709,807
IVT total Return Fund -
282,164 Shares
(Cost $5,314,024) 6,303,545 $ 6,303,545
Invesco Growth Fund -
1,395,107 Shares
(Cost $7,103,841) 6,905,781 $ 6,905,781
Invesco Stable Value Fund -
3,936,638 Shares
(Cost $3,936,638) 3,936,638 $ 3,936,638
Invesco Funds Group -
IMF - Cash Reserves
(Cost $669,111) 669,111 $ 669,111
Participant Loans Receivable 2,939,208 $ 2,939,208
___________ ___________ ___________ ___________ ___________ ___________
TOTAL ASSETS 66,464,090 46,378,918 6,303,545 6,905,781 3,936,638 2,939,208
LIABILITIES
Withdrawals payable to terminated
participants - Note E - - - - - -
___________ ___________ ___________ ___________ ___________ ___________
NET ASSETS AVAILABLE FOR
BENEFITS $66,464,090 $46,378,918 $ 6,303,545 $ 6,905,781 $ 3,936,638 $ 2,939,208
___________ ___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________ ___________
</TABLE>
See notes to financial statements.
<PAGE>
PAYCHEX, INC. 401(k) INCENTIVE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Paychex 401(k) Incentive Retirement Plan (the
Plan) are prepared on the accrual basis in accordance with generally accepted
accounting principles.
Administrative expenses of the Plan are paid by Paychex, Inc. (the "Company").
Investments in Paychex, Inc. Common Stock are carried at market value
determined on the basis of quoted market (bid) price. The underlying
investments of the mutual funds (excluding the Stable Value Fund) are valued
at market, as reported by Invesco, based on the last reported sales price or
bid price in the market where the investments are primarily traded or by a
pricing service. The value of the Stable Value Fund is determined in the
manner set forth above except that guaranteed income contracts, annuities, and
other assets that provide for benefit payments or withdrawals on a contractual
basis and with respect to which there is no active trading market are valued
at their fair value as determined by Invesco, which in the case of such
investments, is generally deemed to be at book value (cost plus accrued
income). Short-term investments are valued at cost which approximates market
value. Securities transactions are accounted for on the trade dates.
Realized gains and losses from securities transactions are computed on the
average cost basis.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements. Actual results
could differ from those estimates.
NOTE B. PLAN DESCRIPTION AND BENEFITS
The Plan is a defined contribution plan established July 1, 1984. Company
employees must be employed one year in which a minimum of 1,000 hours has been
worked to be eligible for participation in the Plan. At the employee's
option, contributions are invested in one or more of the following funds:
<TABLE>
<CAPTION>
Number of Participants
______________________
December 31, December 31,
1996 1995
____ ____
<S> <C> <C>
Paychex, Inc. Common Stock Fund 2,797 2,196
Growth & Income Fund 1,235 1,106
Equity Fund 1,571 1,329
Stable Value Fund 1,006 983
International Equity Fund 277 -
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Employees may contribute up to 10% of their compensation to the Plan through
payroll deductions, subject to the limit established by the Internal Revenue
Code, which was $9,500 for 1996 and $9,240 for 1995. Discretionary employer
contributions are equal to 50% of the participants elective contribution, but
not to exceed 3% of the participant's compensation. The Company may elect to
make an additional discretionary contribution to the Plan.
Each participant is fully vested as to their elective contributions and
rollover contributions as well as earnings on them. Employees are fully
vested with respect to Company matching contributions upon completion of three
years of service. Any nonvested Company matching contributions existing at
the time a participant withdraws from the Plan are forfeited and available to
Paychex, Inc. to reduce future contributions.
Upon termination of the Plan, all participant's rights to accrued benefits are
100% nonforfeitable.
The Plan allows participants to borrow up to 50% of the vested balance from
their account. Bi-weekly payroll deductions are required to repay the loan
within five years. Loans used for the purchase of a principal residence are
required to be repaid within ten years. The rate of interest is Prime plus
1%.
The Plan is subject to the requirements of the Employee Retirement Income
Security Act of 1974. A complete description of the Plan, including
eligibility, contribution, investment, vesting and withdrawal provisions, is
contained in the official plan document which governs the operation of the
Plan.
The Plan Adoption Agreement was restated in 1996 to incorporate an amendment
on eligibility. An employee will become a participant in the Plan on the
first day of the month immediately following the completion of the service
requirement.
NOTE C. TAX STATUS
The restated Plan is designed as a qualified plan under Section 401(a) and
401(k) of the Internal Revenue Code. Accordingly, no provision for Federal
income taxes has been made. The Company has received a favorable
determination letter from the Internal Revenue Service regarding the
qualification of the plan. Employer contributions and investment income of
the Plan are not taxable to the participants until withdrawn or distributed.
In addition, net unrealized appreciation on any shares of Paychex, Inc. Common
Stock distributed to a participant upon termination of employment is not taxed
until the time of disposition of such shares, unless the participant elects to
be taxed at the time of distribution. The Paychex, Inc. 401(k) Plan Committee
is not aware of any course of action or series of events that have occurred
that might adversely affect the Plan's qualified status.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE D. INVESTMENTS
The net realized gain on disposition of investments was computed as follows:
<TABLE>
<CAPTION>
Paychex,
Inc. Growth Inter-
Common and national
Combined Stock Income Equity Equity
Funds Fund Fund Fund Fund
___________ ___________ ___________ ___________ ___________
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1995:
Amount realized $11,901,167 $ 9,004,503 $ 1,311,886 $ 1,584,778 $ -
Average cost 11,242,845 8,495,844 1,172,172 1,574,829 -
___________ ___________ ___________ ___________ ___________
Net realized gain $ 658,322 $ 508,659 $ 139,714 $ 9,949 $ -
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
Year Ended December 31, 1996:
Amount realized $20,959,915 $15,144,002 $ 2,390,860 $ 3,244,305 $ 180,748
Average cost 19,532,969 14,245,108 2,006,979 3,110,737 170,145
___________ ___________ ___________ ___________ ___________
Net realized gain $ 1,426,946 $ 898,894 $ 383,881 $ 133,568 $ 10,603
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The unrealized appreciation (depreciation) in fair value of investments
included in net assets available for plan benefits is as follows:
<TABLE>
<CAPTION>
Paychex,
Inc. Growth Inter-
Common and national
Combined Stock Income Equity Equity
Funds Fund Fund Fund Fund
___________ ___________ ___________ ___________ ___________
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1995:
Balance at beginning
of year $13,207,864 $13,700,501 $ 69,210 $ (561,847) $ -
Change for the year 21,294,387 20,010,289 920,311 363,787 -
___________ ___________ ___________ ___________ ___________
Balance at end
of year $34,502,251 $33,710,790 $ 989,521 $ (198,060) $ -
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
Year Ended December 31, 1996:
Balance at beginning
of year $34,502,251 $33,710,790 $ 989,521 $ (198,060) $ -
Change for the year 25,125,970 24,649,401 165,281 199,010 112,278
___________ ___________ ___________ ___________ ___________
Balance at end
of year $59,628,221 $58,360,191 $ 1,154,802 $ 950 $ 112,278
___________ ___________ ___________ ___________ ___________
___________ ___________ ___________ ___________ ___________
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE E. BENEFIT PAYMENTS
The AICPA Audit and Accounting Guide "Audit of Employee Benefit Plans"
requires the Plan to disclose, in the footnotes to the financial statements,
the amount of assets that have been allocated but not yet paid to participants
who have withdrawn from the Plan as of year end; the amount should not be
classified as a liability in the statement of net assets available for
benefits. As such, the financial statements do not contain an accrual for
benefit payments liability as of December 31, 1996. Amounts allocated to
withdrawn participants are required to be recorded on Form 5500. The
following is a reconciliation of net assets available for benefits at December
31, 1996 per the financial statement to the 1996 Form 5500:
<TABLE>
<CAPTION>
December 31, 1996
<S> <C>
Net assets available for benefits per Statement of Net
Assets Available for Benefits by Funds and Combined-
December 31, 1996 $ 100,510,567
Amounts allocated to withdrawn participants (385,764)
_________________
Net assets available for benefits per the Form 5500 $ 100,124,803
_________________
_________________
</TABLE>
The following is a reconciliation of benefits paid to participants per the
1996 financial statements to the 1996 Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31, 1996
<S> <C>
Withdrawals by Terminated Participants per Statement of
Changes In Net Assets Available for Benefits by Funds
and Combined - December 31, 1996 $ 4,105,947
Add: Amounts allocated to withdrawn participants at
December 31, 1996 385,764
Deduct: Amounts allocated to withdrawn participants
at December 31, 1995 (608,351)
_________________
Benefits paid to participants per the Form 5500 $ 3,883,360
_________________
_________________
</TABLE>
NOTE F. ADDITION OF NEW FUND
Effective April 1, 1996 the Company began offering an International Equity
Fund as an additional investment option for the 401K participants. The fund
is managed by Global Asset Management Funds, Inc. and seeks capital
appreciation through investing in equity markets worldwide, excluding those in
the USA.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE G. SUBSEQUENT EVENT
Effective January 1, 1997 the Plan was amended to allow employees to
contribute 15% of their compensation through payroll deductions, subject to
the limit established by the Internal Revenue Code.
The market value of Paychex, Inc. Common Stock was $51.44 on 12/31/96 and
$44.00 on 4/16/97.
On April 10, 1997, the Company declared a 3 for 2 stock split payable May 29,
1997 to shareholders of record as of May 8, 1997. All Paychex per share
amounts included in these Financial Statements have not been restated to
reflect this stock split.
<PAGE>
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
PAYCHEX, INC. 401 (K) INCENTIVE RETIREMENT PLAN
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Description of Investment
Identity of Issue, including Maturity Date,
Borrower, Lessor Rate of Interest, Collateral, Current
or Similar Party Par or Maturity Value Cost Value
__________________ _____________________________ ___________ ___________
<S> <C> <C>
Paychex, Inc. Common Paychex, Inc. 1,441,371 shares of common Stock $15,780,069 $74,140,260
Stock Fund
Invesco Funds Group 2,151,302 shares of the IMF-
Cash Reserves Fund 2,151,302 2,151,302
___________ ___________
$17,931,371 $76,291,562
Growth and Income Fund Invesco Funds Group 277,021 shares of the IVT
Total Return Fund 5,576,820 6,731,622
Equity Fund Invesco Funds Group 1,494,054 shares of the Invesco
Growth Fund 7,753,188 7,754,138
Stable Value Fund Invesco Funds Group 4,770,421 shares of the Invesco
Stable Value Fund 4,770,421 4,770,421
International Equity Fund Global Asset Management 44,015 shares of the Global
Funds, Inc. Asset Management Fund 906,659 1,018,937
Participant Loans * 3,943,887 3,943,887
___________ ___________
$40,882,346 $100,510,567
___________ ____________
___________ ____________
</TABLE>
There were no investment assets acquired and
disposed of during the year which are reportable
under the requirements of Section 2520.103-11 of
the Department of Labor's rules and regulations.
* Loans to participants have various maturity dates
and bear interest at rates ranging from 7% to 11 1/2%.
<PAGE>
SCHEDULE OF REPORTABLE TRANSACTIONS
PAYCHEX, INC. 401 (K) INCENTIVE RETIREMENT PLAN
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Identity of
Issue,
Borrower,
Lessor, or Description Current Value
Similar of Purchase Sales Cost of As of Trans- Gain
Party Investment Price Price Asset action Date (Loss)
____________ ___________ __________ __________ __________ _____________ ______
Category (iii) - A series
of securities transactions
in excess of 5% of plan
assets:
<S> <C> <C> <C> <C>
Paychex, Inc. Common Invesco IMF-Cash 15,448,539 15,448,539 15,448,539
Stock Fund Funds Reserves 13,966,348 13,966,348 13,966,348
Group
Invesco Paychex, Inc. 4,027,465 4,027,465 4,027,465
Funds Common Stock
Group
Equity Fund Invesco Invesco 3,760,084 3,760,084 3,760,084
Funds Growth Fund
Group
Stable Value Fund Invesco IRT Stable 4,946,499 4,946,499 4,946,499
Funds Value Fund 4,112,716 4,112,716 4,112,716
Group
</TABLE>
There were no reportable transactions under categories
(i), (ii) or (iv).
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
below, of our report dated April 16, 1997, with respect to the financial
statements and schedules of Paychex, Inc. 401(k) Incentive Retirement Plan
included in this Annual Report (Form 11-K) for the year ended December 31,
1996.
a. Form S-8 - Paychex, Inc. 401(k) Incentive Retirement Plan as filed with
the Securities and Exchange Commission on December 18, 1987 (No.
33-19153) together with Post Effective Amendment No. 1 filed November
29, 1988.
b. Form S-8 - Paychex, Inc. 401(k) Incentive Retirement Plan - as filed
with the Securities and Exchange Commission on October 2, 1992 (No.
33-52838).
June 23, 1997 /s/ Ernst & Young LLP
