EXHIBIT 23.2

                 WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
                           44 Exchange Street
                       Rochester, New York  14614

                         Tel. No. (716) 454-5370
                         Fax  No. (716) 454-3968



November 17, 1995

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

        Re:  Paychex, Inc.
             Registration Statement on Form S-8

Dear Sir or Madam:

        We are acting as counsel to Paychex, Inc. (hereinafter called the
"Company"), a Delaware corporation, in connection with the registration of
up to 1,250,000 shares of $.01 par value common stock to be issued pursuant
to options granted under the Paychex, Inc. 1995 Stock Incentive Plan (the
"Plan").

        We are familiar with the  Certificate of Incorporation of the Company
and all amendments thereto, the By-Laws of the Company, as amended, together
with all corporate proceedings taken and to be taken to authorize and
implement the Plans on behalf of the Company.

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

        1.    The Company is a corporation duly organized and existing
under and by virtue of the laws of the State of Delaware.

        2.    All necessary action has been taken by the Board of
Directors of the Company to authorize and implement the Plan, and to
authorize the reservation of and, upon exercise of options, the issuance
of shares of its common stock.

        3.    Common stock issued upon exercise of options granted
pursuant to the Plan, subject to payment of the purchase price, will be
legally issued, fully paid and non-assessable.

        We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement on Form S-8.

                            Very truly yours,

               WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP

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