EXHIBIT 24.1 - POWER OF ATTORNEY

     WE, the undersigned directors and officers of Paychex, Inc. (the
"Corporation"), do hereby constitute and appoint B. THOMAS GOLISANO and JOHN
M. MORPHY, severally, our true and lawful attorneys and agents, to do any and
all acts and things in our name and on our behalf in our capacities as
directors and officers of the Corporation, and to execute any and all
instruments for us and in our names in the capacities indicated below which
either of them may deem necessary or advisable to the Corporation to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
registration of 5,000,000 shares of the Corporation's $.01 par value per share
common stock, including, specifically, but not limited to, the power and
authority to sign for us, or any of us, in our names, in the capacities
indicated below, a Registration Statement on Form S-8 and any and all
amendments (including pre- and post-effective amendments) thereto and to file
the same with all exhibits thereto and other documents in connection
therewith, and to perform each and every other act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and we do hereby ratify and
confirm all that B. Thomas Golisano or John M. Morphy or their agents or
substitute, of either, may lawfully do or cause to be done by virtue hereof.

Signature                     Title                   Date

/s/ Steven D. Brooks          Director                July 8, 1999
Steven D. Brooks

/s/ G. Thomas Clark           Director                July 8, 1999
G. Thomas Clark

/s/ B. Thomas Golisano        Chairman, President     July 8, 1999
B. Thomas Golisano            and Chief Executive
                              Officer

/s/ Phillip Horsley           Director                July 8, 1999
Phillip Horsley

/s/ Grant M. Inman            Director                July 8, 1999
Grant M. Inman

/s/ J. Robert Sebo            Director                July 8, 1999
J. Robert Sebo

/s/ Harry P. Messina, Jr.     Director                July 8, 1999
Harry P. Messina, Jr.

/s/ David J.S. Flaschen       Director                July 8, 1999
David J.S. Flaschen

/s/ John M. Morphy            Vice President, Chief   July 8, 1999
John M. Morphy                Financial Officer,
                              Principal Accounting Officer and Secretary