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,"  "we expect," "expects", "expected to," "believes," "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,
availablility 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 statements in this document for new information
subsequent to its issuance.