UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
PAYCHEX, INC.
____________
(Name of Issuer)
Common Stock, par value $0.01 per share
_______________________________________
(Title of Class Securities)
704326 10 7
___________
(CUSIP Number)
December 31, 1998
<PAGE>
CUSIP NO.704326 10 7 SCHEDULE 13G
___________
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
B. Thomas Golisano
Social Security Number: ###-##-####
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only _________________________________________________________
__________________________________________________________________________
4) Citizenship or Place of Organization: United States
Number of Shares 5) Sole Voting Power 17,974,900
Beneficially 6) Shared Voting Power 330,253
Owned by Each 7) Sole Dispositive Power 17,974,900
Reporting Person 8) Shared Dispositive Power 330,253
9) Aggregate Amount Beneficially Owned by Each Reporting Person 18,305,153
10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11) Percent of Class Represented by Amount in Row 9 11.2%
12) Type of Reporting Person (See Instructions): IN
<PAGE>
Item 1. (a) Name of Issuer:
______________
Paychex, Inc.
(b) Address of Issuer's Principal Executive Offices:
_______________________________________________
911 Panorama Trail South
Rochester, NY 14625
Item 2. (a) Name of Person Filing:
_____________________
B. Thomas Golisano
(b) Address of Principal Business Office:
____________________________________
911 Panorama Trail South
Rochester, NY 14625
(c) Citizenship:
___________
United States
(d) Title of Class of Securities:
____________________________
Common Stock, par value $0.01 per share
(e) CUSIP Number:
____________
704326 10 7
Item 3. Not Applicable
Item 4. Ownership
_________
(a) Amount beneficially owned: 18,305,153
(b) Percent of Class: 11.2%
(c) (i) sole power to vote or to
direct the vote: 17,974,900
(ii) shared power to vote or to
direct the vote: 330,253
(iii) sole power to dispose or to direct
the disposition of: 17,974,900
(iv) shared power to dispose or to direct
the disposition of: 330,253
Item 5. Ownership Five Percent or Less of a Class
_________________________________________
N/A
<PAGE>
Item 6. Ownership of more than Five Percent on Behalf of Another Person:
_______________________________________________________________
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
and Security Being Reported by the Parent Holding Company
__________________________________________________________________
N/A
Item 8. Identification and Classification of Members of the Group
_________________________________________________________
N/A
Item 9. Notice of Dissolution of Group
______________________________
N/A
Item 10. Certification
_____________
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the Issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
Signature
_________
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: February 3, 1999
/s/ B. THOMAS GOLISANO
_________________________
B. Thomas Golisano
