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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * HILL KEVIN N   2. Issuer Name and Ticker or Trading Symbol PAYCHEX INC [PAYX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 911 PANORAMA TRAIL SOUTH 3. Date of Earliest Transaction (Month/Day/Year) 07/10/2013 (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 07/10/2013   S   1,664 (1) D $ 38.48 22,456 D   Common Stock 07/10/2013   A   2,312 (2) A $ 0 24,768 D   Common Stock 07/10/2013   A   6,312 (3) A $ 0 31,080 D   Common Stock 07/11/2013   S   3,647 (1) D $ 38.89 27,433 D

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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

$ 38.48

07/10/2013

A

26,956

07/10/2014

07/09/2023

Common Stock

26,956

$ 38.48

26,956

D

Stock Option

$ 31.95

07/10/2009

07/09/2018

Common Stock

20,000

20,000

D

Stock Option

$ 31.95

07/10/2009

07/09/2018

Common Stock

6,337

6,337

D

Stock Option

$ 24.21

07/09/2010

07/08/2019

Common Stock

31,647

31,647

D

Stock Option

$ 26.02

07/07/2011

07/06/2020

Common Stock

17,872

17,872

D

Stock Option

$ 31.34

07/06/2012

07/05/2021

Common Stock

26,587

26,587

D

Stock Option

$ 31.63

07/07/2014

07/06/2021

Common Stock

100,000

100,000

D

Stock Option

$ 31.65

07/11/2013

07/10/2022

Common Stock

31,414

31,414

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HILL KEVIN N 911 PANORAMA TRAIL SOUTH ROCHESTER, NY 14625			Vice President

Signatures

Stephanie L. Schaeffer, Attorney-in-fact		07/12/2013
**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)	Disposition of shares to satisfy tax withholding obligations arising from lapse of restrictions applicable to restricted stock.
(2)	Award of restricted stock, subject to vesting, pursuant to the Amended and Restated 2002 Stock Incentive Plan.
(3)	Award of restricted stock, subject to vesting, pursuant to the performance award under the Amended and Restated 2002 Stock Incentive Plan.

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