<PAGE>
 
       As filed with the Securities and Exchange Commission on August 19, 1996

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                            
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                            -----------------------

                          WESTERN STAFF SERVICES, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                94-1266151
     (State or other jurisdiction        (IRS Employer Identification No.)
   of incorporation or organization)

                                301 LENNON LANE
                      WALNUT CREEK, CALIFORNIA  94598-2453
              (Address of principal executive offices) (Zip Code)
                            ------------------------

      EXECUTIVE AND KEY EMPLOYEE NONSTATUTORY INCENTIVE STOCK OPTION PLAN
                     1996 STOCK OPTION/STOCK ISSUANCE PLAN
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the Plans)
                            -----------------------

                                W. ROBERT STOVER
               CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                          WESTERN STAFF SERVICES, INC.
                                301 LENNON LANE
                      WALNUT CREEK, CALIFORNIA  94598-2453
                    (Name and address of agent for service)
                                  ------------
         (Telephone number, including area code, of agent for service)
                                 (510) 930-5300

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================== 
                                                                       Proposed       Proposed
                   Title of                                            Maximum        Maximum
                  Securities                          Amount           Offering      Aggregate      Amount of
                    to be                              to be            Price         Offering     Registration
                  Registered                       Registered(1)     per Share(2)     Price(2)         Fee
- ----------------------------------------------   -----------------   ------------   ------------   ------------
<S>                                              <C>                 <C>            <C>            <C>
  Executive and Key Employee
  Nonstatutory Incentive Stock Option Plan:
  -----------------------------------------
 
  Options to purchase Common Stock                         14,803        N/A             N/A            N/A
 
  Common Stock, $.01 par value                      14,803 shares     $14.25       $210,942.75      $   72.74
 
  1996 Stock Option/Stock
  -----------------------
  Issuance Plan:
  -------------
 
  Options to purchase Common Stock                      1,033,812        N/A             N/A            N/A
 
  Common Stock, $.01 par value                   1,033,812 shares     $14.25      $14,731,821      $5,079.93
 
  1996 Employee Stock Purchase Plan:
  --------------------------------- 
 
  Common Stock, $.01 par value                    500,000 shares      $14.25      $ 7,125,000      $2,456.89
=============================================================================================================== 
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Executive and Key Employee
     Nonstatutory Incentive Stock Option Plan, 1996 Stock Option/Stock Issuance
     Plan and/or the 1996 Employee Stock Purchase Plan by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the outstanding shares of Common Stock of Western Staff
     Services, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of Common Stock of Western Staff Services,
     Inc. on August 5, 1996 as reported by the Nasdaq National Market.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

          Western Staff Services, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

     (a)  The Registrant's prospectus filed with the SEC on May 1, 1996 pursuant
          to Rule 424(b) of the Securities Act of 1933, as amended (the "1933
          Act"), in connection with the Registration Statement No. 33-85536 on
          Form S-1, which includes the Registrant's audited financial statements
          as of October 28, 1995 and October 27, 1994 and for the three fiscal
          years for the period ended October 28, 1995;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended April 13, 1996 filed with the Commission on June 14, 1996; and

     (c)  The Registrant's Registration Statement No. 00-24990 on Form 8-A filed
          with the SEC on March 18, 1996 pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended (the "1934 Act") which
          describes the terms, rights and provisions applicable to the
          Registrant's outstanding Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


Item 4.  Description of Securities
         -------------------------

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         Not Applicable.


Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Section 145 of the Delaware General Corporation Law authorizes a 
court to award, or a corporation's Board of Directors to grant, indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's By-Laws provide for mandatory indemnification of its directors and
officers to the maximum extent permitted by the Delaware General Corporation
Law. The Registrant has entered into Indemnification Agreements with its
officers, directors and key employees. The Indemnification Agreements provide
such directors, officers and key employees with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation also provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages to the
Registrant and its stockholders for a breach of their fiduciary duties as
directors, except for liability for any breach of a director's duty of loyalty
to the Registrant or its stockholders, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law under Section
174 of the General Corporation Law of Delaware, or for any transaction from
which a director derives any improper personal benefit.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not Applicable.


Item 8.  Exhibits
         --------

Exhibit Number  Exhibit
- --------------  -------

  4         Instruments Defining Rights of Stockholders.  Reference is made to
            Registrant's Registration Statement No. 00-24990 on Form 8-A which 
            is incorporated herein by reference pursuant to Item 3(c).

  5         Opinion and consent of Brobeck, Phleger & Harrison LLP.

  23.1      Consent of Price Waterhouse LLP.

  23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
            5.

  24        Power of Attorney. Reference is made to page II-4 of this
            Registration Statement.

  99.1      Executive and Key Employee Nonstatutory Incentive Stock Option Plan.

  99.2      Nonstatutory Stock Option Agreement (Form I).

  99.3      Nonstatutory Stock Option Agreement (Form II).

  99.4      1996 Stock Option/Stock Issuance Plan.

  99.5      Form of Notice of Grant of Stock Option.

  99.6      Form of Stock Option Agreement.

  99.7      Form of Addendum to Stock Option Agreement (Involuntary Termination
            Following a Corporate Transaction).

  99.8      Form of Notice of Grant of Automatic Stock Option.

  99.9      Form of Automatic Stock Option Agreement.

  99.10     Form of Stock Issuance Agreement.

  99.11     1996 Employee Stock Purchase Plan.

                                      II-2
<PAGE>
 
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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
                        --------                                                
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
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 1996
Stock Option/Stock Issuance Plan and/or 1996 Employee Stock Purchase Plan or
upon the expiration of all outstanding options under the Executive and Key
Employee Nonstatutory Incentive Stock Option Plan.

          B.    The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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.

          C.    Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 above
or otherwise, the Registrant has been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.

                                      II-3
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Walnut Creek, State of California, on
this 15th day of August, 1996.

                              WESTERN STAFF SERVICES, INC.


                            By: /s/ W. Robert Stover
                                -------------------------------------
                                W. Robert Stover
                                Chairman of the Board of Directors and
                                Chief Executive Officer


                               POWER OF ATTORNEY
                               -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of Western Staff Services,
Inc., a Delaware corporation, do hereby constitute and appoint Harvey L. Maslin
and Paul A. Norberg, and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement.  Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof.  This Power of Attorney may be signed in several
counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE> 
<CAPTION> 

Signature                       Title                                   Date
- ---------                       -----                                   ----
<S>                             <C>                                     <C> 

/s/ W. Robert Stover            Chairman of the Board of Directors      August 15, 1996
- --------------------                                                    
W. Robert Stover                and Chief Executive Officer
                                (Principal Executive Officer)

</TABLE> 

                                      II-4
<PAGE>
 
<TABLE> 
<CAPTION> 

Signature                       Title                                   Date
- ---------                       -----                                   ----
<S>                             <C>                                     <C> 


/s/ Michael K. Phippen           President, Chief Operating             August 15, 1996
- ------------------------         Officer and Director
Michael K. Phippen  


/s/ Harvey L. Maslin             Vice Chairman of the Board             August 15, 1996
- ------------------------         of Directors, Chief
Harvey L. Maslin                 Administrative Officer and
                                 Director



/s/ Paul A. Norberg              Executive Vice President,              August 15, 1996
- ------------------------         Chief Financial Officer and
Paul A. Norberg                  Director (Principal Financial
                                 Officer)



/s/ Dirk A. Sodestrom            Vice President and Controller          August 15, 1996
- ------------------------         (Principal Accounting Officer)
Dirk A. Sodestrom   


/s/ Gilbert L. Sheffield          Director                              August 15, 1996
- ------------------------
Gilbert L. Sheffield


/s/ Jack D. Samuelson              Director                             August 15, 1996
- ------------------------
Jack D. Samuelson   
</TABLE> 

                                      II-5
<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.



                                   EXHIBITS

                                      TO

                                   FORM S-8

                                     UNDER

                            SECURITIES ACT OF 1933


                         WESTERN STAFF SERVICES, INC.
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------



    Exhibit

     4      Instruments Defining Rights of Stockholders. Reference is made to
            Registrant's Registration Statement No. 00-24990 on Form 8-A which
            is incorporated herein by reference pursuant to Item 3(c).

     5      Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1    Consent of Price Waterhouse LLP.

    23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
            5.

    24      Power of Attorney. Reference is made to page II-4 of this
            Registration Statement.

    99.1    Executive and Key Employee Nonstatutory Incentive Stock Option Plan.

    99.2    Nonstatutory Stock Option Agreement (Form I).

    99.3    Nonstatutory Stock Option Agreement (Form II).

    99.4    1996 Stock Option/Stock Issuance Plan.

    99.5    Form of Notice of Grant of Stock Option.

    99.6    Form of Stock Option Agreement.

    99.7    Form of Addendum to Stock Option Agreement (Involuntary Termination
            Following a Corporate Transaction).

    99.8    Form of Notice of Grant of Automatic Stock Option.

    99.9    Form of Automatic Stock Option Agreement.

    99.10   Form of Stock Issuance Agreement.

    99.11   1996 Employee Stock Purchase Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20583}]
{"company-data": {"conformed-name": "WESTERN STAFF SERVICES INC", "cik": "0000931911", "assigned-sic": "7363", "irs-number": "941266151", "state-of-incorporation": "DE", "fiscal-year-end": "1102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10429", "film-number": "96617726"}, "business-address": {"street1": "301 LENNON LANE", "city": "WALNUT CREEK", "state": "CA", "zip": "94598-2453", "phone": "5109305300"}, "mail-address": {"street1": "P O BOX 9280", "street2": "301 LENNON LANE", "city": "WALNUT CREEK", "state": "CA", "zip": "94598-2453"}}
As filed with the Securities and Exchange Commission on August 19, 1996

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                            
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                            -----------------------

                          WESTERN STAFF SERVICES, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                94-1266151
     (State or other jurisdiction        (IRS Employer Identification No.)
   of incorporation or organization)

                                301 LENNON LANE
                      WALNUT CREEK, CALIFORNIA  94598-2453
              (Address of principal executive offices) (Zip Code)
                            ------------------------

      EXECUTIVE AND KEY EMPLOYEE NONSTATUTORY INCENTIVE STOCK OPTION PLAN
                     1996 STOCK OPTION/STOCK ISSUANCE PLAN
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the Plans)
                            -----------------------

                                W. ROBERT STOVER
               CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                          WESTERN STAFF SERVICES, INC.
                                301 LENNON LANE
                      WALNUT CREEK, CALIFORNIA  94598-2453
                    (Name and address of agent for service)
                                  ------------
         (Telephone number, including area code, of agent for service)
                                 (510) 930-5300

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================== 
                                                                       Proposed       Proposed
                   Title of                                            Maximum        Maximum
                  Securities                          Amount           Offering      Aggregate      Amount of
                    to be                              to be            Price         Offering     Registration
                  Registered                       Registered(1)     per Share(2)     Price(2)         Fee
- ----------------------------------------------   -----------------   ------------   ------------   ------------
Executive and Key Employee
  Nonstatutory Incentive Stock Option Plan:
  -----------------------------------------
 
  Options to purchase Common Stock                         14,803        N/A             N/A            N/A
 
  Common Stock, $.01 par value                      14,803 shares     $14.25       $210,942.75      $   72.74
 
  1996 Stock Option/Stock
  -----------------------
  Issuance Plan:
  -------------
 
  Options to purchase Common Stock                      1,033,812        N/A             N/A            N/A
 
  Common Stock, $.01 par value                   1,033,812 shares     $14.25      $14,731,821      $5,079.93
 
  1996 Employee Stock Purchase Plan:
  --------------------------------- 
 
  Common Stock, $.01 par value                    500,000 shares      $14.25      $ 7,125,000      $2,456.89
===============================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Executive and Key Employee
     Nonstatutory Incentive Stock Option Plan, 1996 Stock Option/Stock Issuance
     Plan and/or the 1996 Employee Stock Purchase Plan by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the outstanding shares of Common Stock of Western Staff
     Services, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of Common Stock of Western Staff Services,
     Inc. on August 5, 1996 as reported by the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

          Western Staff Services, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

     (a)  The Registrant's prospectus filed with the SEC on May 1, 1996 pursuant
          to Rule 424(b) of the Securities Act of 1933, as amended (the "1933
          Act"), in connection with the Registration Statement No. 33-85536 on
          Form S-1, which includes the Registrant's audited financial statements
          as of October 28, 1995 and October 27, 1994 and for the three fiscal
          years for the period ended October 28, 1995;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended April 13, 1996 filed with the Commission on June 14, 1996; and

     (c)  The Registrant's Registration Statement No. 00-24990 on Form 8-A filed
          with the SEC on March 18, 1996 pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended (the "1934 Act") which
          describes the terms, rights and provisions applicable to the
          Registrant's outstanding Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Section 145 of the Delaware General Corporation Law authorizes a 
court to award, or a corporation's Board of Directors to grant, indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's By-Laws provide for mandatory indemnification of its directors and
officers to the maximum extent permitted by the Delaware General Corporation
Law. The Registrant has entered into Indemnification Agreements with its
officers, directors and key employees. The Indemnification Agreements provide
such directors, officers and key employees with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation also provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages to the
Registrant and its stockholders for a breach of their fiduciary duties as
directors, except for liability for any breach of a director's duty of loyalty
to the Registrant or its stockholders, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law under Section
174 of the General Corporation Law of Delaware, or for any transaction from
which a director derives any improper personal benefit.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits
         --------

Exhibit Number  Exhibit
- --------------  -------

  4         Instruments Defining Rights of Stockholders.  Reference is made to
            Registrant's Registration Statement No. 00-24990 on Form 8-A which 
            is incorporated herein by reference pursuant to Item 3(c).

  5         Opinion and consent of Brobeck, Phleger & Harrison LLP.

  23.1      Consent of Price Waterhouse LLP.

  23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
            5.

  24        Power of Attorney. Reference is made to page II-4 of this
            Registration Statement.

  99.1      Executive and Key Employee Nonstatutory Incentive Stock Option Plan.

  99.2      Nonstatutory Stock Option Agreement (Form I).

  99.3      Nonstatutory Stock Option Agreement (Form II).

  99.4      1996 Stock Option/Stock Issuance Plan.

  99.5      Form of Notice of Grant of Stock Option.

  99.6      Form of Stock Option Agreement.

  99.7      Form of Addendum to Stock Option Agreement (Involuntary Termination
            Following a Corporate Transaction).

  99.8      Form of Notice of Grant of Automatic Stock Option.

  99.9      Form of Automatic Stock Option Agreement.

  99.10     Form of Stock Issuance Agreement.

  99.11     1996 Employee Stock Purchase Plan.

                                      II-2
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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
                        --------                                                
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
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Registrant's 1996
Stock Option/Stock Issuance Plan and/or 1996 Employee Stock Purchase Plan or
upon the expiration of all outstanding options under the Executive and Key
Employee Nonstatutory Incentive Stock Option Plan.

          B.    The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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.

          C.    Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 above
or otherwise, the Registrant has been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.

                                      II-3
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Walnut Creek, State of California, on
this 15th day of August, 1996.

                              WESTERN STAFF SERVICES, INC.

                            By: /s/ W. Robert Stover
                                -------------------------------------
                                W. Robert Stover
                                Chairman of the Board of Directors and
                                Chief Executive Officer

                               POWER OF ATTORNEY
                               -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of Western Staff Services,
Inc., a Delaware corporation, do hereby constitute and appoint Harvey L. Maslin
and Paul A. Norberg, and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement.  Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof.  This Power of Attorney may be signed in several
counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                       Title                                   Date
- ---------                       -----                                   ----
/s/ W. Robert Stover            Chairman of the Board of Directors      August 15, 1996
- --------------------                                                    
W. Robert Stover                and Chief Executive Officer
                                (Principal Executive Officer)
II-4
Signature                       Title                                   Date
- ---------                       -----                                   ----
/s/ Michael K. Phippen           President, Chief Operating             August 15, 1996
- ------------------------         Officer and Director
Michael K. Phippen  

/s/ Harvey L. Maslin             Vice Chairman of the Board             August 15, 1996
- ------------------------         of Directors, Chief
Harvey L. Maslin                 Administrative Officer and
                                 Director

/s/ Paul A. Norberg              Executive Vice President,              August 15, 1996
- ------------------------         Chief Financial Officer and
Paul A. Norberg                  Director (Principal Financial
                                 Officer)

/s/ Dirk A. Sodestrom            Vice President and Controller          August 15, 1996
- ------------------------         (Principal Accounting Officer)
Dirk A. Sodestrom   

/s/ Gilbert L. Sheffield          Director                              August 15, 1996
- ------------------------
Gilbert L. Sheffield

/s/ Jack D. Samuelson              Director                             August 15, 1996
- ------------------------
Jack D. Samuelson
II-5
SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.

                                   EXHIBITS

                                      TO

                                   FORM S-8

                                     UNDER

                            SECURITIES ACT OF 1933

                         WESTERN STAFF SERVICES, INC.
EXHIBIT INDEX
                                 -------------

    Exhibit

     4      Instruments Defining Rights of Stockholders. Reference is made to
            Registrant's Registration Statement No. 00-24990 on Form 8-A which
            is incorporated herein by reference pursuant to Item 3(c).

     5      Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1    Consent of Price Waterhouse LLP.

    23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
            5.

    24      Power of Attorney. Reference is made to page II-4 of this
            Registration Statement.

    99.1    Executive and Key Employee Nonstatutory Incentive Stock Option Plan.

    99.2    Nonstatutory Stock Option Agreement (Form I).

    99.3    Nonstatutory Stock Option Agreement (Form II).

    99.4    1996 Stock Option/Stock Issuance Plan.

    99.5    Form of Notice of Grant of Stock Option.

    99.6    Form of Stock Option Agreement.

    99.7    Form of Addendum to Stock Option Agreement (Involuntary Termination
            Following a Corporate Transaction).

    99.8    Form of Notice of Grant of Automatic Stock Option.

    99.9    Form of Automatic Stock Option Agreement.

    99.10   Form of Stock Issuance Agreement.

    99.11   1996 Employee Stock Purchase Plan.