UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 PAYCHEX, INC. ____________ (Name of Issuer) Common Stock, par value $0.01 per share _______________________________________ (Title of Class Securities) 704326 10 7 ___________ (CUSIP Number) December 31, 1999 CUSIP NO.704326 10 7 SCHEDULE 13G ___________ 1) Names of Reporting Persons B. Thomas Golisano 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3) SEC Use Only _________________________________________________________ __________________________________________________________________________ 4) Citizenship or Place of Organization: United States Number of Shares 5) Sole Voting Power 26,925,849 Beneficially 6) Shared Voting Power 520,379 Owned by Each 7) Sole Dispositive Power 26,925,849 Reporting Person 8) Shared Dispositive Power 520,379 9) Aggregate Amount Beneficially Owned by Each Reporting Person 27,446,228 10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ] 11) Percent of Class Represented by Amount in Row 9 11.1% (27,446,228 / 247,189,768 at 12/31/99) 12) Type of Reporting Person (See Instructions): IN Item 1. (a) Name of Issuer: ______________ Paychex, Inc. (b) Address of Issuer's Principal Executive Offices: _______________________________________________ 911 Panorama Trail South Rochester, NY 14625 Item 2. (a) Name of Person Filing: _____________________ B. Thomas Golisano (b) Address of Principal Business Office: ____________________________________ 911 Panorama Trail South Rochester, NY 14625 (c) Citizenship: ___________ United States (d) Title of Class of Securities: ____________________________ Common Stock, par value $0.01 per share (e) CUSIP Number: ____________ 704326 10 7 Item 3. Not Applicable Item 4. Ownership _________ (a) Amount beneficially owned: 27,446,228 (b) Percent of Class: 11.1% (c) (i) sole power to vote or to direct the vote: 26,925,849 (ii) shared power to vote or to direct the vote: 520,379 (iii) sole power to dispose or to direct the disposition of: 26,925,849 (iv) shared power to dispose or to direct the disposition of: 520,379 Item 5. Ownership Five Percent or Less of a Class _________________________________________ N/A Item 6. Ownership of more than Five Percent on Behalf of Another Person: _______________________________________________________________ N/A Item 7. Identification and Classification of the Subsidiary Which Acquired and Security Being Reported by the Parent Holding Company __________________________________________________________________ N/A Item 8. Identification and Classification of Members of the Group _________________________________________________________ N/A Item 9. Notice of Dissolution of Group ______________________________ N/A Item 10. Certification _____________ By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature _________ After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 4, 2000 /s/ B. THOMAS GOLISANO _________________________ B. Thomas Golisano