ITEM 8.01 OTHER EVENTS

On December 10, 2012, the Board of Directors (the "Board") of Paychex, Inc. (the "Company") declared a dividend of $0.66 per share payable December 28, 2012 to shareholders of record on December 20, 2012. This accelerated dividend is intended by the Board to be lieu of quarterly dividends the Company would have otherwise declared for the third and fourth quarters of the fiscal year ended May 31, 2013 and that would have been paid in calendar year 2013.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibit is filed with this Current Report on Form 8-K.

Exhibit 99.1: Press Release of Paychex, Inc. dated December 10, 2012.

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