EXHIBIT 3

                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                                 PAYCHEX, INC.

               Under Section 242 of the General Corporation Law

     The undersigned, being the President and Secretary of Paychex, Inc., do
hereby certify as follows:

     1. The name of the Corporation is Paychex, Inc.  The Corporation was
originally formed under the name Blase T. Golisano, Inc., the name having
been changed by Amendment contained in a Certificate of Merger filed on May
17, 1979.

     2. The Certificate of Incorporation was filed by the Delaware Secretary
of State on April 26, 1979.

     3. The Certificate of Incorporation is amended to increase the number of
authorized shares from 300,000,000 having a par value of $.01 each, to
600,000,000 having a par value of $.01 each.

     Paragraph 4 of the Certificate of Incorporation is amended to read in its
entirety as follows:

     "4   The total number of shares of stock which the Corporation shall
          have authority to issue is 600,000,000 shares of common stock and
          the par value of each of such shares is $.01, amounting in the
          aggregate to $6,000,000."

     4. The Amendment to the Certificate of Incorporation was adopted by the
Board of Directors and authorized at a meeting of stockholders by vote of the
holders of a majority of all outstanding shares entitled to vote.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its President and attested by its Secretary as of the 7th day of
October, 1999.


                                /s/ B. Thomas Golisano
                                -----------------------------------
                                B. Thomas Golisano,
                                President

                                Attested By:

                                /s/ John M. Morphy
                                -----------------------------------
                                John M. Morphy,
                                Secretary