EXHIBIT 5.1 - IRS DETERMINATION LETTER DATED APRIL 28, 1995


INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY  11202                Employer Identification Number:
                                        16-1124166
DATE:  APRIL 28, 1995              Filo Folder Number:
                                        163001736
                                   Person to Contact:
                                        DAWN LUCAS
PAYCHEX, INC.                      Contact Telephone Number:
P.O. BOX 25397                          (718) 488-2204
ROCHESTER,  NY  14625              Plan Name:
                                        PAYCHEX, INC.
                                        401 (k) INCENTIVE
                                        RETIREMENT PLAN
                                   Plan Number:  001

Dear Applicant:

     We have made a favorable determination on your plan,
identified above, based on the information supplied.  Please
keep this letter in your permanent records.

     Continued qualification of the plan under its present
form will depend on its effect in operation.  (See section
1.401-1(b)(3) of the Income Tax Regulations.)  We will review
the status of the plan in operation periodically.

     The enclosed document explains the significance of this
favorable determination letter, points out some features that
may affect the qualified status of your employee retirement
plan, and provides information on the reporting requirements
for your plan.  It also describes some events that
automatically nullify it.  It is very important that you read
the publication.

     This letter relates only to the status of your plan
under the Internal Revenue Code.  It is not a determination
regarding the effect of other federal or local statutes.

     This determination letter is also applicable for the
amendment(s) adopted on Nov. 9, 1994.

     This plan has been mandatorily disaggregated,
permissively aggregated, or restructured to satisfy the
nondiscrimination requirements.

     This plan satisfies the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations
on the basis of a design-based cafe harbor described in the
regulations.

     This letter is issued under Rev. Proc. 93-39 and
considers the amendments required by the Tax Reform Act of
1986 except as otherwise specified in this letter.

     This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights, and
features that are currently available to all employees in the
plan's coverage group.  For this purpose, the plan's coverage
group consists of those employees treated as currently
benefiting for purposes of demonstrating that the plan
satisfies the minimum coverage requirements of section 410(b)
of the Code.

     This letter may not be relied upon with respect to
whether the plan satisfies the qualification requirements as
amended by the Uruguay Round Agreements Act, Pub. L. 103-465.

     We have sent a copy of this letter to your
representative as indicated in the power of attorney.

     If you have any questions concerning this matter, please
contact the person whose name and telephone number are shown
above.

                              Sincerely yours,

                              /S/ HERBERT J. HUFF

                              Herbert J. Huff
                              District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
  For Employee Benefit Plans