As filed with the Securities and Exchange Commission on August 13, 1997.
                                                      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)



<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                          PROPOSED MAXIMUM       PROPOSED MAXIMUM
            TITLE OF                 AMOUNT TO BE          OFFERING PRICE           AGGREGATE                 AMOUNT OF
  SECURITIES TO BE REGISTERED         REGISTERED             PER SHARE            OFFERING PRICE          REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
         Common Stock,
<S>                                 <C>                         <C>               <C>                         <C>     
      $.01 par value, and           500,000 shares              (1)               $8,110,000(1)               $2,457.58
    options and other rights
        related thereto
=================================================================================================================================

(1) 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 August 7, 1997, $16.22.

==================================================================================================================================
</TABLE>

<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, 1996.

         (b) The  registrant's  Quarterly  Reports on Form 10-Q for the quarters
ended March 31, 1997, and June 30, 1997.

         (c) The  registrant's  Current Report on Form 8-K dated March 31, 1997,
to report  that the  registrant  had  received a request for  redemption  of all
159,154 shares of common stock issued by the  registrant  pursuant to a Plan and
Agreement of Reorganization between StaffAmerica,  Inc. and the registrant dated
April 1, 1996.

         (d) The registrant's Current Report on Form 8-K dated April 8, 1997, to
report that the registrant's  Farm and Forest Labor Contractor  License had been
revoked by the State of Oregon through a default  judgment  received on April 4,
1997.

         (e) The  registrant's  Current Report on Form 8-K dated April 23, 1997,
to report that the  registrant's  Farm and Forest Labor  Contractor  License was
reinstated  by the State of Oregon.  An  administrative  law judge  withdrew the
final  order on default of April 4, 1997  entered by the Oregon  Bureau of Labor
and Industries, thereby allowing the registrant to present its case at a hearing
to evaluate the merits of the State's administrative complaint.

         (f) 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  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.


                                    - II-1 -

<PAGE>



         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) 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



                                    - II-2 -

<PAGE>



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.

         (h)  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 13th day of August,
1997.

                                 BARRETT BUSINESS SERVICES, INC.
                                 (Registrant)


                                 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 13th day of August, 1997.

                 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
       James D. Miller

 (4)  A majority of the Board
       of Directors:

    ROBERT R. AMES*                              Director
  JEFFREY L. BEAUDOIN*                           Director
   STEPHEN A. GREGG*                             Director
    ANTHONY MEEKER*                              Director
  STANLEY G. RENECKER*                           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, Wiener, Hager & Carlsen LLP as to the legality
         of the securities being registered.

23.1     Consent of Price Waterhouse LLP, independent accountants.

23.2     Consent of Miller,  Nash,  Wiener,  Hager & Carlsen  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 -
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18062}]
{"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": "333-33487", "film-number": "97658328"}, "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"}}
As filed with the Securities and Exchange Commission on August 13, 1997.
                                                      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       PROPOSED MAXIMUM
            TITLE OF                 AMOUNT TO BE          OFFERING PRICE           AGGREGATE                 AMOUNT OF
  SECURITIES TO BE REGISTERED         REGISTERED             PER SHARE            OFFERING PRICE          REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
         Common Stock,
$.01 par value, and           500,000 shares              (1)               $8,110,000(1)               $2,457.58
    options and other rights
        related thereto
=================================================================================================================================

(1) 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 August 7, 1997, $16.22.

==================================================================================================================================
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, 1996.

         (b) The  registrant's  Quarterly  Reports on Form 10-Q for the quarters
ended March 31, 1997, and June 30, 1997.

         (c) The  registrant's  Current Report on Form 8-K dated March 31, 1997,
to report  that the  registrant  had  received a request for  redemption  of all
159,154 shares of common stock issued by the  registrant  pursuant to a Plan and
Agreement of Reorganization between StaffAmerica,  Inc. and the registrant dated
April 1, 1996.

         (d) The registrant's Current Report on Form 8-K dated April 8, 1997, to
report that the registrant's  Farm and Forest Labor Contractor  License had been
revoked by the State of Oregon through a default  judgment  received on April 4,
1997.

         (e) The  registrant's  Current Report on Form 8-K dated April 23, 1997,
to report that the  registrant's  Farm and Forest Labor  Contractor  License was
reinstated  by the State of Oregon.  An  administrative  law judge  withdrew the
final  order on default of April 4, 1997  entered by the Oregon  Bureau of Labor
and Industries, thereby allowing the registrant to present its case at a hearing
to evaluate the merits of the State's administrative complaint.

         (f) 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  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.

                                    - II-1 -
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) 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

                                    - II-2 -
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.

         (h)  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 13th day of August,
1997.

                                 BARRETT BUSINESS SERVICES, INC.
                                 (Registrant)

                                 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 13th day of August, 1997.

                 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
       James D. Miller

 (4)  A majority of the Board
       of Directors:

    ROBERT R. AMES*                              Director
  JEFFREY L. BEAUDOIN*                           Director
   STEPHEN A. GREGG*                             Director
    ANTHONY MEEKER*                              Director
  STANLEY G. RENECKER*                           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, Wiener, Hager & Carlsen LLP as to the legality
         of the securities being registered.

23.1     Consent of Price Waterhouse LLP, independent accountants.

23.2     Consent of Miller,  Nash,  Wiener,  Hager & Carlsen  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 -