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  "we expect," "expected to,"
"estimates," "we look forward to," "would equate to," "are projected at," "we
believe," "could be" and other similar phrases.  Because they are
forward-looking, they should be evaluated in light of important risk factors.
These risk factors include, but are not limited to, general market and economic
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, changes in the
market value of available-for-sale securities, and the credit rating of cash,
cash equivalents, and securities held in the Company's investment portfolios,
all of which could cause actual results to differ materially from anticipated
results.  The information provided in this document is based upon the facts and
circumstances known at this time.  The Company assumes no obligation to update
this document for new information subsequent to its issuance.