EXHIBIT 4.1(f) - AMENDMENT TO THE
       PAYCHEX, INC. 401(k) INCENTIVE RETIREMENT PLAN
                  AND PLAN MERGER AGREEMENT
                  EFFECTIVE:  JULY 22, 1998


      This Amendment to the Paychex, Inc. 401(k) Incentive Retirement Plan is
made and entered into on the 22nd day of July, 1998, by and between Paychex,
Inc. (hereafter the "Employer"), Paychex Business Solutions, Inc. (hereafter
the "Merging Employer") and INVESCO Trust Company (hereinafter the "Trustee").

      WHEREAS, the Employer established the Paychex, Inc. 401(k) Incentive
Retirement Plan (hereafter  the  "Receiving Plan") effective July 1, 1984; and

      WHEREAS, the "Merging Employer" established the Paychex Business
Solutions 401(k) Retirement Savings Plan (hereafter the "Merging Plan")
effective January 1, 1992; and

      WHEREAS, the Employer and the Trustee of the Receiving Plan have
specific authority under the Master Plan and Trust Agreement to enter into
this amendment to Plan and Plan Merger Agreement.

      WHEREAS, the Employer and Merging Employer Plan deem it is in the best
interest of the participants and beneficiaries of the Merging Plan and
Receiving Plan to merge the two Plans effective  July  1, 1998, with the
Receiving Plan as the surviving Plan, and to accept the transfer of plan
assets, or to transfer plan assets, as may be required by any such merger.

      NOW THEREFORE, the Employer, the Merging Employer and the Trustee of the
Receiving Plan do hereby agree as follows:

      (1)  Section 1.29 of the Adoption Agreement of the Receiving Plan is
           hereby amended to credit service with Paychex Business Solutions,
           Inc. for all purposes of the Plan.

      (2)  Sections 6.03(e)(2) and 6.03(j)(2) of the Adoption Agreement of the
           Receiving Plan are hereby amended to provide that participants in
           the Merging Plan may make in-service withdrawals from the vested
           balances in their "Merger Accounts" as of July 1, 1998, after
           attaining age 59 1/2.

      (3)  TRANSFER OF ASSETS.  The Merging Plan shall transfer and assign
           directly to the Receiving Plan the "Merger Account" for each
           participant in the Merging Plan.  The Merger Account is defined as
           the single sum value of the participant's accrued  benefit under
           the Merging Plan determined in accordance with provision of such
           Plan as of the date of transfer.

      (4)  HOLDING AND INVESTMENT OF ASSETS.  The Employer and the Trustee
           shall hold, invest, administer and distribute the assets
           transferred and assigned in accordance with the terms of the
           Receiving Plan, as amended and restated herein.

      (5)  PARTICIPANT ACCOUNT.  With respect to the account balances of the
           participants under the Merging Plan, the following conditions shall
           apply;

           a.  The sum of the account balances of the participants under the
               Merging Plan will be 100 percent vested prior to transfer and
               under the Receiving Plan immediately prior to the transfer and
               assignment shall equal the fair market value of the entire
               assets of the Receiving Plan immediately after the transfer and
               assignment;

           b.  Immediately after the transfer and assignment, each participant
               shall have an account balance in the Receiving Plan equal to
               the sum of the Merger Account the participant had in the
               Merging Plan, if any, and the amount the participant had in the
               Receiving Plan, if any;

           c.  The transfer of the account shall not eliminate any Code
               (411(d)(6)) protected benefit provided by the Merger.

       (1)  UPDATE OF PLAN.  Any amendment and restatement of the Receiving
            Plan in order to bring the Plan compliance with current
            legislation and regulations shall be made retroactively as
            prescribed by the regulations and shall be considered as having
            been made to the Merging Plan as of the date of the merger.

       (2)  BINDING EFFECT.  The terms and conditions of this Merger Agreement
            shall bind the Employer and the Trustee (and their successors) of
            the Receiving Plan and shall operate as if fully set forth within
            the Receiving Plan.

       (3)  EFFECTIVE DATE.  The effective date of this Merger Agreement is
            July 1, 1998, and the transfer and assignment of account balances
            in the Merging Plan to the Receiving Plan shall take place as of
            March 30, 1998.



PAYCHEX, INC.



   /S/ AUGUSTINE MELENDEZ
BY:______________________________________

            DIRECTOR, HUMAN RESOURCES
     Title_______________________________



PAYCHEX BUSINESS SOLUTIONS, INC.


   /S/ JOHN M. MORPHY
BY:________________________________________

           VICE PRESIDENT, CHIEF FINANCIAL
           OFFICER
     Title_________________________________


INVESCO

  /S/ RICHARD L.S. GIRARD
BY_________________________________________

            CHAIRPERSON 401(k) COMMITTEE
     Title_________________________________