EXHIBIT 99:  "Safe Harbor" Statement under the Private Securities Litigation
             Reform Act of 1995.

            "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
                        LITIGATION REFORM ACT OF 1995

Certain written and oral statements made by Paychex, Inc. (the "Company")
management may constitute "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995.  Forward-looking statements
are identified by such words and phrases as "are expected to", "we look forward
to", "expects", "expected to", "we believe"  and "could be."  Because they are
forward-looking, they should be evaluated in light of important risk factors.
These risk factors include general market conditions, including demand for the
Company's products and services, availability of internal and external
resources, executing expansion plans, competition, and price levels; changes in
the laws regulating collection and payment of payroll taxes, professional
employer organizations, and employee benefits, including 401(k) plans, workers'
compensation, state unemployment, and section 125 plans; delays in the
development, timing of the introduction, and marketing of new products and
services; changes in technology including use of the Internet; the possibility
of catastrophic events that could impact the Company's operating facilities,
computer technology and communication systems; and changes in short- and
long-term interest rates and the credit rating of cash, cash equivalents, and
securities held in the Company's investment portfolios.  The information
provided in this document is based upon the facts and circumstances known at
this time.  The Company is under no obligation to update forward-looking
statments in this document for new information subsequent to its issuance.