<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1997
                                               REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933




                               ADMINISTAFF, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
    <S>                                                     <C>
               DELAWARE                                          76-0479645
    (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                           Identification No.)
</TABLE>

                          19001 CRESCENT SPRINGS DRIVE
                           KINGWOOD, TEXAS 77339-3802
         (Address, including zip code, of Principal Executive Offices)


                     ADMINISTAFF, INC. 1997 INCENTIVE PLAN

                            (Full title of the plan)

                              JOHN H. SPURGIN, II
                               ADMINISTAFF, INC.
                          19001 CRESCENT SPRINGS DRIVE
                           KINGWOOD, TEXAS 77339-3802
                                 (281) 358-8986
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)



                                    copy to:

                               G. MICHAEL O'LEARY
                             ANDREWS & KURTH L.L.P.
                           4200 TEXAS COMMERCE TOWER
                                   600 TRAVIS
                              HOUSTON, TEXAS 77002
                                 (713) 220-4200

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                                 PROPOSED
                                                                                  MAXIMUM
                                                 AMOUNT         PROPOSED         AGGREGATE       AMOUNT OF
                                                  TO BE      OFFERING PRICE      OFFERING       REGISTRATION
    TITLE OF SECURITIES TO BE REGISTERED       REGISTERED     PER SHARE (1)      PRICE (1)           FEE
 <S>                                             <C>             <C>            <C>                <C>
 Common Stock, par value $0.01 per share         882,165         $21.56         $19,019,477        $5,764
</TABLE>

 (1) Estimated solely  for the  purpose of calculating  the registration fee
     pursuant to Rule  457(h), based upon  the average  of the  high and low
     prices per  share for  August 14,  1997 on  the New  York Stock Exchange
     as reported in The Wall Street Journal on August 15, 1997.

================================================================================
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                 Administaff, Inc. (the "Company") hereby incorporates by
reference the following documents listed below.   In addition, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all securities then remaining
unsold) shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.

                 (a)      The Company's Annual Report on Form 10-K for the year
                          ended December 31, 1996.

                 (b)      The Company's Quarterly Report on Form 10-Q for the
                          Quarter ended March 31, 1997 and June 30, 1997.

                 (c)      The description of the Company's common stock, par
                          value $0.01 per share, contained in the Company's
                          Registration Statement on Form  8-A (No. 13998) filed
                          with the Commission on October 6, 1995 pursuant to
                          Section 12 of the Exchange Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

                 The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 The information required by Item 5 is not applicable to this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

                 Subsection (a) of section 145 of the General Corporation Law
of the State of Delaware empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

                 Subsection (b) of Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been made to be liable to the corporation unless and only to
<PAGE>   3
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

                 Section 145 further provides that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and
(b) of Section 145 in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; that indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section
145.

                 Section 102(b)(7) of the General Corporation Law of the State
of Delaware provides that a certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.

     Article Eleventh of the Company's Certificate of Incorporation states that:

                 No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty by such director as a director; provided, however, that this
Article Eleventh shall not eliminate or limit the liability of a director to
the extent provided by applicable law (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware or (iv) for any transaction from which the director derived
an improper personal benefit.  No amendment to or repeal of this Article
Eleventh shall apply to, or have any effect on, the liability or alleged
liability of any director of the Corporation for or with respect to any facts
or omissions of such director occurring prior to such amendment or repeal.  If
the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended.

                 In addition, Article VI of the Company's Bylaws further
provides that the Company shall indemnify its officers, directors and employees
to the fullest extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                 The information required by Item 7 is not applicable to this
Registration Statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.
<PAGE>   4
ITEM 8.  EXHIBITS.

Exhibit
Number           Description
-------          -----------

   5.1           Opinion of Andrews & Kurth L.L.P.

  23.1           Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

  23.2           Consent of Ernst & Young L.L.P.

  24.1           Power of Attorney (included in signature page).

  99.1           Administaff, Inc. 1997 Incentive Plan.

ITEM 9.   UNDERTAKINGS

         (a)     The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                          (i)     To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of the Registration
                 Statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in this
                 Registration Statement;

                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the Registration Statement or any material change to such
                 information in this Registration Statement;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                 above do not apply if the information required to be included
                 in a post-effective amendment by those paragraphs is contained
                 in periodic reports filed by the  Company pursuant to Section
                 13 or Section 15(d) of the Securities Exchange Act of 1934
                 that are incorporated by reference in the Registration
                 Statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>   5
         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>   6
                                   SIGNATURES

       The Registrant.  Pursuant to the requirements of the Securities Act of
1933, registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 20th day of
August, 1997.

                                            ADMINISTAFF, INC.



                                            By:   /S/ RICHARD G. RAWSON
                                                -------------------------------
                                                Richard G.  Rawson
                                                Executive Vice President of 
                                                Administration, Chief Financial 
                                                Officer and Treasurer


                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Administaff, Inc. (the "Company"), hereby constitutes and
appoints Paul J. Sarvadi and Richard G. Rawson, or either of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post- effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might
or could do, if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 20th day of August, 1997.

<TABLE>
<CAPTION>
             SIGNATURE                                      TITLE
             ---------                                      -----
<S>                                            <C>
/S/ PAUL J. SARVADI                            President, Chief Executive Officer and
------------------------------                 Director (Principal Executive Officer)
Paul J. Sarvadi                                



/S/ RICHARD G. RAWSON                          Executive Vice President of Administration,
------------------------------                 Chief Financial Officer, Treasurer and Director
Richard G. Rawson                              (Principal Financial Officer) 
                              


/S/ SAMUEL G. LARSON                           Vice President of Finance and Controller
------------------------------                 (Principal Accounting Officer)
Samuel G.  Larson                              
</TABLE>
<PAGE>   7
<TABLE>
<S>                                            <C> 
/S/ GERALD M. McINTOSH                         Senior Vice President, Research and Development
------------------------------                 and Director
Gerald M. McIntosh                             


                                               Director
------------------------------                 
Jack M. Fields, Jr.



/S/ SCOTT C. HENSEL                            Director
------------------------------                 
Scott C. Hensel



/S/ PAUL S. LATTANZIO                          Director    
------------------------------                 
Paul S. Lattanzio



/S/ LINDA F. LEVINSON                          Director
------------------------------                 
Linda F. Levinson
</TABLE>
<PAGE>   8
                               INDEX TO EXHIBITS
                               =================

Exhibit
Number           Description
-------          -----------

   5.1           Opinion of Andrews & Kurth L.L.P.

  23.1           Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

  23.2           Consent of Ernst & Young LLP

  24.1           Power of Attorney (included in signature page).

  99.1           Administaff, Inc. 1997 Incentive Plan.
[{"type": "S-8", "sequence": "1", "description": "ADMINISTAFF, INC. -- (1997 INCENTIVE PLAN)", "secsgml_size_bytes": 20216}]
{"company-data": {"conformed-name": "ADMINISTAFF INC \\DE\\", "cik": "0001000753", "assigned-sic": "7363", "irs-number": "760479645", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34041", "film-number": "97667344"}, "business-address": {"street1": "19001 CRESCENT SPRINGS DR", "city": "KINGWOOD", "state": "TX", "zip": "77339", "phone": "7133588986"}, "mail-address": {"street1": "19001 CRESCENT SPRINGS DR", "city": "KINGWOOD", "state": "TX", "zip": "77339"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1997
                                               REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               ADMINISTAFF, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                          76-0479645
    (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                           Identification No.)
19001 CRESCENT SPRINGS DRIVE
                           KINGWOOD, TEXAS 77339-3802
         (Address, including zip code, of Principal Executive Offices)

                     ADMINISTAFF, INC. 1997 INCENTIVE PLAN

                            (Full title of the plan)

                              JOHN H. SPURGIN, II
                               ADMINISTAFF, INC.
                          19001 CRESCENT SPRINGS DRIVE
                           KINGWOOD, TEXAS 77339-3802
                                 (281) 358-8986
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    copy to:

                               G. MICHAEL O'LEARY
                             ANDREWS & KURTH L.L.P.
                           4200 TEXAS COMMERCE TOWER
                                   600 TRAVIS
                              HOUSTON, TEXAS 77002
                                 (713) 220-4200

                        CALCULATION OF REGISTRATION FEE
PROPOSED
                                                                                  MAXIMUM
                                                 AMOUNT         PROPOSED         AGGREGATE       AMOUNT OF
                                                  TO BE      OFFERING PRICE      OFFERING       REGISTRATION
    TITLE OF SECURITIES TO BE REGISTERED       REGISTERED     PER SHARE (1)      PRICE (1)           FEE
Common Stock, par value $0.01 per share         882,165         $21.56         $19,019,477        $5,764
(1) Estimated solely  for the  purpose of calculating  the registration fee
     pursuant to Rule  457(h), based upon  the average  of the  high and low
     prices per  share for  August 14,  1997 on  the New  York Stock Exchange
     as reported in The Wall Street Journal on August 15, 1997.

================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                 Administaff, Inc. (the "Company") hereby incorporates by
reference the following documents listed below.   In addition, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all securities then remaining
unsold) shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.

                 (a)      The Company's Annual Report on Form 10-K for the year
                          ended December 31, 1996.

                 (b)      The Company's Quarterly Report on Form 10-Q for the
                          Quarter ended March 31, 1997 and June 30, 1997.

                 (c)      The description of the Company's common stock, par
                          value $0.01 per share, contained in the Company's
                          Registration Statement on Form  8-A (No. 13998) filed
                          with the Commission on October 6, 1995 pursuant to
                          Section 12 of the Exchange Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

                 The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 The information required by Item 5 is not applicable to this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

                 Subsection (a) of section 145 of the General Corporation Law
of the State of Delaware empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

                 Subsection (b) of Section 145 empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been made to be liable to the corporation unless and only to
3
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

                 Section 145 further provides that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and
(b) of Section 145 in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; that indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section
145.

                 Section 102(b)(7) of the General Corporation Law of the State
of Delaware provides that a certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.

     Article Eleventh of the Company's Certificate of Incorporation states that:

                 No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty by such director as a director; provided, however, that this
Article Eleventh shall not eliminate or limit the liability of a director to
the extent provided by applicable law (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware or (iv) for any transaction from which the director derived
an improper personal benefit.  No amendment to or repeal of this Article
Eleventh shall apply to, or have any effect on, the liability or alleged
liability of any director of the Corporation for or with respect to any facts
or omissions of such director occurring prior to such amendment or repeal.  If
the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended.

                 In addition, Article VI of the Company's Bylaws further
provides that the Company shall indemnify its officers, directors and employees
to the fullest extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                 The information required by Item 7 is not applicable to this
Registration Statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.
4
ITEM 8.  EXHIBITS.

Exhibit
Number           Description
-------          -----------

   5.1           Opinion of Andrews & Kurth L.L.P.

  23.1           Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

  23.2           Consent of Ernst & Young L.L.P.

  24.1           Power of Attorney (included in signature page).

  99.1           Administaff, Inc. 1997 Incentive Plan.

ITEM 9.   UNDERTAKINGS

         (a)     The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                          (i)     To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of the Registration
                 Statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in this
                 Registration Statement;

                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the Registration Statement or any material change to such
                 information in this Registration Statement;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                 above do not apply if the information required to be included
                 in a post-effective amendment by those paragraphs is contained
                 in periodic reports filed by the  Company pursuant to Section
                 13 or Section 15(d) of the Securities Exchange Act of 1934
                 that are incorporated by reference in the Registration
                 Statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5
         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
6
                                   SIGNATURES

       The Registrant.  Pursuant to the requirements of the Securities Act of
1933, registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 20th day of
August, 1997.

                                            ADMINISTAFF, INC.

                                            By:   /S/ RICHARD G. RAWSON
                                                -------------------------------
                                                Richard G.  Rawson
                                                Executive Vice President of 
                                                Administration, Chief Financial 
                                                Officer and Treasurer

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Administaff, Inc. (the "Company"), hereby constitutes and
appoints Paul J. Sarvadi and Richard G. Rawson, or either of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post- effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might
or could do, if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 20th day of August, 1997.
SIGNATURE                                      TITLE
             ---------                                      -----
/S/ PAUL J. SARVADI                            President, Chief Executive Officer and
------------------------------                 Director (Principal Executive Officer)
Paul J. Sarvadi                                

/S/ RICHARD G. RAWSON                          Executive Vice President of Administration,
------------------------------                 Chief Financial Officer, Treasurer and Director
Richard G. Rawson                              (Principal Financial Officer) 
                              

/S/ SAMUEL G. LARSON                           Vice President of Finance and Controller
------------------------------                 (Principal Accounting Officer)
Samuel G.  Larson
7
/S/ GERALD M. McINTOSH                         Senior Vice President, Research and Development
------------------------------                 and Director
Gerald M. McIntosh                             

                                               Director
------------------------------                 
Jack M. Fields, Jr.

/S/ SCOTT C. HENSEL                            Director
------------------------------                 
Scott C. Hensel

/S/ PAUL S. LATTANZIO                          Director    
------------------------------                 
Paul S. Lattanzio

/S/ LINDA F. LEVINSON                          Director
------------------------------                 
Linda F. Levinson
8
                               INDEX TO EXHIBITS
                               =================

Exhibit
Number           Description
-------          -----------

   5.1           Opinion of Andrews & Kurth L.L.P.

  23.1           Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

  23.2           Consent of Ernst & Young LLP

  24.1           Power of Attorney (included in signature page).

  99.1           Administaff, Inc. 1997 Incentive Plan.