PAYCHEX INC — Director's Dealing 2010

Jul 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PAYCHEX INC (PAYX)
CIK: 0000723531
Period of Report: 2010-07-06

Reporting Person: Vossler Jennifer R. (VP/Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-31	Common Stock	J	48	$0.00	Acquired	5741	Direct
2010-07-06	Common Stock	S	103	$25.16	Disposed	5638	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	82	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$27.27	2019-05-03	Common Stock (12000)	12000	Direct
Stock Option	$24.21	2019-07-08	Common Stock (11155)	11155	Direct

Footnotes

F1: Updated balance reflect 48 shares acquired through Dividend Reinvestment Program.

F2: Disposition of shares to satisfy tax withholding obligations arising from lapse of restrictions applicable to award of restricted stock.

F3: 401(k) balance as of May 31, 2010.