Registration No. 333-
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



                         BARRETT BUSINESS SERVICES, INC.
             (Exact name of registrant as specified in its charter)

          Maryland                                        52-0812977
  (State of incorporation)                     (IRS Employer Identification No.)

     4724 S.W. Macadam Avenue
     Portland, Oregon                                       97201
(Address of principal executive offices)                  (Zip Code)


           BARRETT BUSINESS SERVICES, INC., 1993 STOCK INCENTIVE PLAN
                            (Full title of the plan)


                               William W. Sherertz
                                    President
                         Barrett Business Services, Inc.
                            4724 S.W. Macadam Avenue
                             Portland, Oregon 97201
                            Telephone (503) 220-0988
           (Name, address, and telephone number of agent for service)



                         CALCULATION OF REGISTRATION FEE
<TABLE>
 ===========================================================================================
                                      Proposed Maximum
<S>     <C>               <C>           <C>              <C>                  <C>
        Title of          Amount        Offering         Proposed Maximum     Amount of
    Securities to be       to be         Price              Aggregate       Registration
       Registered        Registered     Per Share        Offering Price         Fee
 -------------------------------------------------------------------------------------------
 Common Stock, $.01 par   250,000 shares      (2)         $1,093,750 (2)       $288.75
 value, and options and
 other rights related
 thereto(1)
 ===========================================================================================
</TABLE>

 (1) Pursuant to Rule 416 under the  Securities Act of 1933,  this  registration
   statement also covers an indeterminate  number of additional  shares reserved
   for issuance  under the 1993 Stock  Incentive  Plan as a result of any future
   stock split, stock dividend,  or similar adjustment of the outstanding common
   stock.
 (2) Pursuant to Rule 457(h),  the proposed maximum aggregate offering price and
   the  registration  fee have been computed  based upon the average of the high
   and low sales prices of the Common Stock reported by the National Association
   of Securities Dealers Inc., through NASDAQ, on November 20, 2000, $4.375.

================================================================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the registrant  with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

            (a) The  registrant's  Annual Report on Form 10-K for the year ended
            December 31, 1999.

            (b) The registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 2000, June 30, 2000, and September 30, 2000.

            (c) The  description  of the  registrant's  Common Stock included as
            Exhibit 99 to the registrant's Quarterly Report on Form 10-Q for the
            quarter ended June 30, 1994.

                  All  documents  filed by the  registrant  subsequent  to those
            listed above pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
            Securities Exchange Act of 1934, as amended,  prior to the filing of
            a  post-effective  amendment  which  indicates  that all  securities
            offered  have been sold or which  deregisters  all  securities  then
            remaining  unsold,  shall be deemed to be  incorporated by reference
            herein  and to be a part  hereof  from  the date of  filing  of such
            documents.

Item 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Indemnification

      Section 2-312 of the Maryland General Corporation Law (the "Act") provides
that any  director  held liable for an unlawful  distribution  in  violation  of
Section  2-311  of  the  Act  or  the  corporation's   charter  is  entitled  to
contribution  from (i)  every  other  director  who could be held  liable  under
Section 2-312 of the Act for the unlawful distribution and (ii) each stockholder
for the amount the stockholder  accepted  knowing the  distribution  was made in
violation of Section 2-311 of the Act or the corporation's charter.

      Under  Section  2-418  of the  Act,  a  person  who is made a  party  to a
proceeding because such person is or was an officer or director of a corporation
(an  "Indemnitee")   shall  be  indemnified  by  the  corporation   (unless  the
corporation's  charter provides  otherwise) against reasonable expenses incurred
by the  Indemnitee  in  connection  with the  proceeding  if the  Indemnitee  is
successful  on the merits or  otherwise  or if  ordered by a court of  competent
jurisdiction.  In  addition,  under said section a  corporation  is permitted to
indemnify an Indemnitee  against  liability  incurred in a proceeding unless (i)
the  Indemnitee's  act or omission was material to the matter giving rise to the
proceeding  and (a) was  committed  in bad faith or (b) was the result of active
and deliberate  dishonesty;  (ii) the Indemnitee  actually  received an improper
personal  benefit  in  money,  property,  or  services;  (iii)  in the case of a
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or  omission  was

                                     -II-1-
<PAGE>


unlawful;  (iv) the  Indemnitee  was  adjudged  liable to the  corporation  in a
proceeding  by or in the right of the  corporation;  or (v) the  Indemnitee  was
adjudged  liable on the basis  that he or she  improperly  received  a  personal
benefit.

      As  authorized  by the Act,  Article  V of the  registrant's  Articles  of
Amendment and  Restatement  (the "Charter")  provides that the registrant  shall
indemnify each of its officers and directors to the fullest  extent  permissible
under the Act,  as the same  exists or may  hereafter  be  amended,  against all
liabilities,  losses,  judgments,  penalties,  fines, settlements and reasonable
expenses (including attorney fees) incurred or suffered by such person by reason
of or arising from the fact that such person is or was an officer or director of
the  registrant  or is or was  serving  at the  request of the  registrant  as a
director,  officer,  partner,  trustee,  employee or agent of another foreign or
domestic corporation,  partnership,  joint venture, trust, employee benefit plan
or other  enterprise.  Such  indemnification  continues  as to a person  who has
ceased to be a director, officer, partner, trustee, employee or agent and inures
to the benefit of his or her heirs, executors, and administrators.

      The registrant has entered into an indemnification  agreement with each of
its directors.  Each such agreement  provides that the registrant will indemnify
the director to the full extent  authorized or permitted by the Act or any other
applicable  statute  or the  registrant's  Charter  or Bylaws  or any  amendment
thereof against any obligation to pay a judgment,  settlement,  penalty, fine or
reasonable  expenses,   including  attorney  fees  (any  of  the  foregoing,   a
"Liability")  incurred  in  connection  with any  claim  (as  defined  therein),
including  a  claim  by or in the  right  of the  registrant;  provided  that no
indemnity  shall be paid by the  registrant  (i) if a final  decision by a court
having jurisdiction shall determine that such indemnification is unlawful,  (ii)
on account of acts or omissions by the  director  which are finally  adjudged to
have been not in good  faith or to have  involved  intentional  misconduct  or a
knowing  violation of law, or (iii) on account of Liability  under Section 16(b)
of the  Securities  Exchange Act of 1934 or any similar  provision of federal or
state statutory law.

      Insurance

      The  registrant  maintains  directors' and officers'  liability  insurance
under which the registrant's directors and officers are insured against loss (as
defined)  as a result of claims  brought  against  them based upon their acts or
omissions in such capacities,  including civil  liabilities under the Securities
Act of 1933.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

Item 8.  EXHIBITS.

      The  Index  to  Exhibits  listing  the  exhibits  required  by Item 601 of
Regulation S-K is located at page II-5.

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 ("Securities Act");

                                     -II-2-
<PAGE>

               (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 the 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  the
         registration statement;

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

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act, 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the 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.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant 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 registrant 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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                     -II-3-
<PAGE>
                                   SIGNATURES

THE REGISTRANT.

      Pursuant to the requirements of the Securities Act of 1933, the 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  Portland,  state  of  Oregon,  on the  22nd day of
November, 2000.

                                    BARRETT BUSINESS SERVICES, INC.


                                    By  /s/ Michael D. Mulholland
                                       ---------------------------
                                         Michael D. Mulholland
                                         Vice President - Finance and Secretary

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 22nd day of November, 2000.

            Signature                                 Title

(1) Principal Executive Officer and Director:

*WILLIAM W. SHERERTZ                                  President and Director

(2) Principal Financial Officer:


/s/Michael D. Mulholland                              Vice President -
------------------------------------                  Finance and Secretary
Michael D. Mulholland


(3) Principal Accounting Officer:

/s/James D. Miller                                    Controller and
------------------------------------                  Assistant Secretary
James D. Miller


(4) A majority of the Board of Directors:

*ROBERT R. AMES                                       Director
*RICHARD W. GODARD                                    Director
*ANTHONY MEEKER                                       Director
*NANCY B. SHERERTZ                                    Director


*By /s/Michael D. Mulholland
    --------------------------------
      Michael D. Mulholland
      Attorney-in-fact

                                     -II-4-
<PAGE>

                                INDEX TO EXHIBITS


4.1   Articles  III,  VI,  VII,  and VIII of the Charter of the  registrant,  as
      amended.  Incorporated  by  reference  to  Exhibit  3 to the  registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.

4.2   Article I,  Article II,  Sections 2 and 10,  Article VI and Article VII of
      the Bylaws of the registrant.  Incorporated by reference to Exhibit 3.2 to
      the  registrant's  Annual Report on Form 10-K for the year ended  December
      31, 1996.

5     Opinion of Miller Nash LLP as to the legality of the securities being
      registered.

23.1  Consent of PricewaterhouseCoopers LLP, independent accountants.

23.2  Consent of Miller Nash LLP (included in Exhibit 5).

24    Power of attorney of certain officers and directors.



      Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                     -II-5-
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{"company-data": {"conformed-name": "BARRETT BUSINESS SERVICES INC", "cik": "0000902791", "assigned-sic": "7363", "irs-number": "520812977", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50522", "film-number": "775731"}, "business-address": {"street1": "4724 S W MACADAM AVE", "city": "PORTLAND", "state": "OR", "zip": "97201", "phone": "5032200988"}, "mail-address": {"street1": "4724 SW MACADAM AVE", "city": "PORTLAND", "state": "OR", "zip": "97201"}}
Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         BARRETT BUSINESS SERVICES, INC.
             (Exact name of registrant as specified in its charter)

          Maryland                                        52-0812977
  (State of incorporation)                     (IRS Employer Identification No.)

     4724 S.W. Macadam Avenue
     Portland, Oregon                                       97201
(Address of principal executive offices)                  (Zip Code)

           BARRETT BUSINESS SERVICES, INC., 1993 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               William W. Sherertz
                                    President
                         Barrett Business Services, Inc.
                            4724 S.W. Macadam Avenue
                             Portland, Oregon 97201
                            Telephone (503) 220-0988
           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

 ===========================================================================================
                                      Proposed Maximum
Title of          Amount        Offering         Proposed Maximum     Amount of
    Securities to be       to be         Price              Aggregate       Registration
       Registered        Registered     Per Share        Offering Price         Fee
 -------------------------------------------------------------------------------------------
 Common Stock, $.01 par   250,000 shares      (2)         $1,093,750 (2)       $288.75
 value, and options and
 other rights related
 thereto(1)
 ===========================================================================================
(1) Pursuant to Rule 416 under the  Securities Act of 1933,  this  registration
   statement also covers an indeterminate  number of additional  shares reserved
   for issuance  under the 1993 Stock  Incentive  Plan as a result of any future
   stock split, stock dividend,  or similar adjustment of the outstanding common
   stock.
 (2) Pursuant to Rule 457(h),  the proposed maximum aggregate offering price and
   the  registration  fee have been computed  based upon the average of the high
   and low sales prices of the Common Stock reported by the National Association
   of Securities Dealers Inc., through NASDAQ, on November 20, 2000, $4.375.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the registrant  with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

            (a) The  registrant's  Annual Report on Form 10-K for the year ended
            December 31, 1999.

            (b) The registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 2000, June 30, 2000, and September 30, 2000.

            (c) The  description  of the  registrant's  Common Stock included as
            Exhibit 99 to the registrant's Quarterly Report on Form 10-Q for the
            quarter ended June 30, 1994.

                  All  documents  filed by the  registrant  subsequent  to those
            listed above pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
            Securities Exchange Act of 1934, as amended,  prior to the filing of
            a  post-effective  amendment  which  indicates  that all  securities
            offered  have been sold or which  deregisters  all  securities  then
            remaining  unsold,  shall be deemed to be  incorporated by reference
            herein  and to be a part  hereof  from  the date of  filing  of such
            documents.

Item 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Indemnification

      Section 2-312 of the Maryland General Corporation Law (the "Act") provides
that any  director  held liable for an unlawful  distribution  in  violation  of
Section  2-311  of  the  Act  or  the  corporation's   charter  is  entitled  to
contribution  from (i)  every  other  director  who could be held  liable  under
Section 2-312 of the Act for the unlawful distribution and (ii) each stockholder
for the amount the stockholder  accepted  knowing the  distribution  was made in
violation of Section 2-311 of the Act or the corporation's charter.

      Under  Section  2-418  of the  Act,  a  person  who is made a  party  to a
proceeding because such person is or was an officer or director of a corporation
(an  "Indemnitee")   shall  be  indemnified  by  the  corporation   (unless  the
corporation's  charter provides  otherwise) against reasonable expenses incurred
by the  Indemnitee  in  connection  with the  proceeding  if the  Indemnitee  is
successful  on the merits or  otherwise  or if  ordered by a court of  competent
jurisdiction.  In  addition,  under said section a  corporation  is permitted to
indemnify an Indemnitee  against  liability  incurred in a proceeding unless (i)
the  Indemnitee's  act or omission was material to the matter giving rise to the
proceeding  and (a) was  committed  in bad faith or (b) was the result of active
and deliberate  dishonesty;  (ii) the Indemnitee  actually  received an improper
personal  benefit  in  money,  property,  or  services;  (iii)  in the case of a
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or  omission  was

                                     -II-1-
unlawful;  (iv) the  Indemnitee  was  adjudged  liable to the  corporation  in a
proceeding  by or in the right of the  corporation;  or (v) the  Indemnitee  was
adjudged  liable on the basis  that he or she  improperly  received  a  personal
benefit.

      As  authorized  by the Act,  Article  V of the  registrant's  Articles  of
Amendment and  Restatement  (the "Charter")  provides that the registrant  shall
indemnify each of its officers and directors to the fullest  extent  permissible
under the Act,  as the same  exists or may  hereafter  be  amended,  against all
liabilities,  losses,  judgments,  penalties,  fines, settlements and reasonable
expenses (including attorney fees) incurred or suffered by such person by reason
of or arising from the fact that such person is or was an officer or director of
the  registrant  or is or was  serving  at the  request of the  registrant  as a
director,  officer,  partner,  trustee,  employee or agent of another foreign or
domestic corporation,  partnership,  joint venture, trust, employee benefit plan
or other  enterprise.  Such  indemnification  continues  as to a person  who has
ceased to be a director, officer, partner, trustee, employee or agent and inures
to the benefit of his or her heirs, executors, and administrators.

      The registrant has entered into an indemnification  agreement with each of
its directors.  Each such agreement  provides that the registrant will indemnify
the director to the full extent  authorized or permitted by the Act or any other
applicable  statute  or the  registrant's  Charter  or Bylaws  or any  amendment
thereof against any obligation to pay a judgment,  settlement,  penalty, fine or
reasonable  expenses,   including  attorney  fees  (any  of  the  foregoing,   a
"Liability")  incurred  in  connection  with any  claim  (as  defined  therein),
including  a  claim  by or in the  right  of the  registrant;  provided  that no
indemnity  shall be paid by the  registrant  (i) if a final  decision by a court
having jurisdiction shall determine that such indemnification is unlawful,  (ii)
on account of acts or omissions by the  director  which are finally  adjudged to
have been not in good  faith or to have  involved  intentional  misconduct  or a
knowing  violation of law, or (iii) on account of Liability  under Section 16(b)
of the  Securities  Exchange Act of 1934 or any similar  provision of federal or
state statutory law.

      Insurance

      The  registrant  maintains  directors' and officers'  liability  insurance
under which the registrant's directors and officers are insured against loss (as
defined)  as a result of claims  brought  against  them based upon their acts or
omissions in such capacities,  including civil  liabilities under the Securities
Act of 1933.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

Item 8.  EXHIBITS.

      The  Index  to  Exhibits  listing  the  exhibits  required  by Item 601 of
Regulation S-K is located at page II-5.

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 ("Securities Act");

                                     -II-2-
(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 the 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  the
         registration statement;

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

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act, 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the 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.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant 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 registrant 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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                     -II-3-
SIGNATURES

THE REGISTRANT.

      Pursuant to the requirements of the Securities Act of 1933, the 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  Portland,  state  of  Oregon,  on the  22nd day of
November, 2000.

                                    BARRETT BUSINESS SERVICES, INC.

                                    By  /s/ Michael D. Mulholland
                                       ---------------------------
                                         Michael D. Mulholland
                                         Vice President - Finance and Secretary

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 22nd day of November, 2000.

            Signature                                 Title

(1) Principal Executive Officer and Director:

*WILLIAM W. SHERERTZ                                  President and Director

(2) Principal Financial Officer:

/s/Michael D. Mulholland                              Vice President -
------------------------------------                  Finance and Secretary
Michael D. Mulholland

(3) Principal Accounting Officer:

/s/James D. Miller                                    Controller and
------------------------------------                  Assistant Secretary
James D. Miller

(4) A majority of the Board of Directors:

*ROBERT R. AMES                                       Director
*RICHARD W. GODARD                                    Director
*ANTHONY MEEKER                                       Director
*NANCY B. SHERERTZ                                    Director

*By /s/Michael D. Mulholland
    --------------------------------
      Michael D. Mulholland
      Attorney-in-fact

                                     -II-4-
INDEX TO EXHIBITS

4.1   Articles  III,  VI,  VII,  and VIII of the Charter of the  registrant,  as
      amended.  Incorporated  by  reference  to  Exhibit  3 to the  registrant's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.

4.2   Article I,  Article II,  Sections 2 and 10,  Article VI and Article VII of
      the Bylaws of the registrant.  Incorporated by reference to Exhibit 3.2 to
      the  registrant's  Annual Report on Form 10-K for the year ended  December
      31, 1996.

5     Opinion of Miller Nash LLP as to the legality of the securities being
      registered.

23.1  Consent of PricewaterhouseCoopers LLP, independent accountants.

23.2  Consent of Miller Nash LLP (included in Exhibit 5).

24    Power of attorney of certain officers and directors.

      Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                     -II-5-