FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOLISANO B THOMAS
  2. Issuer Name and Ticker or Trading Symbol
PAYCHEX INC [PAYX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman
(Last)
(First)
(Middle)
911 PANORAMA TRAIL S.
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2004
(Street)

ROCHESTER, NY 14625
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/01/2004 11/01/2004 M   1,065 A $ 11.5309 4,298.9372 I Spouse
Common Stock 11/01/2004 11/01/2004 M   675 A $ 17.4074 4,973.9372 I Spouse
Common Stock 11/01/2004 11/01/2004 M   375 A $ 21.4583 5,348.9372 (1) I Spouse
Common Stock               38,933,537 D  
Common Stock IRA               2,634 (1) I Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 11.5309 11/01/2004 11/01/2004 M     1,065 11/04/1998 11/27/2004 Common Stock 1,065 $ 32.52 0 I Spouse
Stock Option $ 17.4074 11/01/2004 11/01/2004 M     675 04/09/2000 11/27/2004 Common Stock 675 $ 32.52 0 I Spouse
Stock Option $ 21.4583 11/01/2004 11/01/2004 M     375 07/08/2001 11/27/2004 Common Stock 375 $ 32.52 0 I Spouse
Stock Option $ 33.17             10/10/2003 11/27/2004 Common Stock 125   125 I Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOLISANO B THOMAS
911 PANORAMA TRAIL S.
ROCHESTER, NY 14625
  X   X   Chairman  

Signatures

 Jan Shuler, Attorney-In-Fact   11/02/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person acquired beneficial ownership of these shares upon his marriage to the owner of the shares on August 29, 2004.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.