EXHIBIT 5
                                  ---------
                Woods, Oviatt, Gilman, Sturman and Clark
                           44 Exchange Street
                          Rochester, NY  14614



April 12, 1995


Paychex, Inc.
911 Panorama Trail South
Rochester, New York 14625

          Re:  Paychex, Inc.
               Registration Statement on Form S-4

Gentlemen:


          We are acting as counsel for Paychex, Inc. (the
"Company"), a Delaware corporation, in connection with the
proposed merger of Paychex Merger Corp., a wholly owned
subsidiary of the Company with and into Pay-Fone Systems, Inc.
(the "Merger") and the issuance of not more than 308,089 shares
of the $.01 par value common stock of the Company to be issued at
the Effective Time of the Merger, which shares are covered by the
above captioned registration statement (the "Registration
Statement").


          We are familiar with the Certificate of Incorporation
of the Company, as amended, the by-laws of the Company and the
corporate proceedings taken to authorize the issuance of the
aforesaid common stock.


          Based upon the foregoing, we are of the opinion that:


          1.   The Company has been duly organized and is validly
existing as a corporation under the laws of the State of
Delaware.


          2.   All necessary action has been taken by the Board
of Directors of the Company to authorize the issuance of the
shares of common stock to be issued at the Effective Time of the
Merger.


          3.   When certificates for the shares of common stock
being issued by the Company in the Merger have been delivered in
accordance with the terms of the Merger, such shares of common
stock will be legally issued, fully paid and non-assessable.

          We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference made
to this firm under the heading "Experts" in the Proxy
Statement/Prospectus constituting a part of the Registration
Statement.

                              Very truly yours,

                    WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP


                         /s/ Harry P. Messina, Jr.
                         -----------------------------------
                         Harry P. Messina, Jr.