UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: June 27, 2005
(Date of earliest event reported)

PAYCHEX, INC.

(Exact name of registrant as specified in its charter)
         
DELAWARE   0-11330   16-1124166
(State of or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification Number)
     
911 PANORAMA TRAIL SOUTH, ROCHESTER, NEW YORK   14625-2396
(Address of principal executive offices)   (Zip Code)

(585) 385-6666
(Registrant’s telephone number, including area code)

None
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Paychex, Inc.’s (the “Company’s”) press release dated June 27, 2005, which reports its financial results for the fourth quarter and fiscal year ended May 31, 2005, is furnished as Exhibit 99.1.

In addition, a Management’s Discussion and Analysis of Financial Condition and Results of Operations, which reviews the Company’s results of operations for the three years ended May 31, 2005, 2004, and 2003, and its financial condition at May 31, 2005, is furnished as Exhibit 99.2.

The Management’s Discussion and Analysis of Financial Condition and Results of Operations is preliminary and not a complete discussion and analysis as required by the Securities and Exchange Commission for Annual Reports filed on Form 10-K or Quarterly Reports on Form 10-Q. The Company expects to file its fiscal 2005 Form 10-K with the Securities and Exchange Commission within seventy-five days following its May 31, 2005 fiscal year-end. The fiscal 2005 Form 10-K will contain a complete set of audited Consolidated Financial Statements, Notes to Consolidated Financial Statements, and the final Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Exhibit Index

     The following exhibits are furnished with this Form 8-K:

         
 
  Exhibit 99.1   Press Release of Paychex, Inc. dated June 27, 2005.
 
        
 
  Exhibit 99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  PAYCHEX, INC.
 		  
Date: June 27, 2005  /s/ Jonathan J. Judge    
  Jonathan J. Judge   
  President and Chief Executive Officer   
 
     
Date: June 27, 2005  /s/ John M. Morphy    
  John M. Morphy   
  Senior Vice President, Chief Financial Officer and Secretary   
 

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