BARRETT BUSINESS SERVICES INC
10-C, 1994-05-24
HELP SUPPLY SERVICES
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                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                             FORM 10-C

          Report by Issuer of Securities Quoted on NASDAQ
                   Interdealer Quotation System

           Filed pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 and Rule 13a-17
                       or 15d-17 thereunder

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

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

                          (503) 220-0988
         (Issuer's telephone number, including area code)

            I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

         Indicate any change (increase or decrease) of 5%
           or more in the number of shares outstanding:

1.   Title of Security:  Common Stock, $.01 par value

2.   Number of shares outstanding before the change
     (on the record date for stock dividend):             3,164,000

3.   Number of shares outstanding after the change
     (reflecting issuance of stock dividend shares):      6,328,000

4.   Effective date of change:  May 23, 1994

5.   Method of change:  Stock dividend

Give brief description
of transaction:          A two-for-one stock split effected as a
                         stock dividend payable May 23, 1994, to
                         holders of record on May 2, 1994, was
                         declared on April 20, 1994.

                   II.  CHANGE IN NAME OF ISSUER

                          Not applicable

Date:  May 24, 1994                Barrett Business Services, Inc.


                                   By  /s/ Jack D. Williamson, Jr. 
                                        Jack D. Williamson, Jr.
                                        Vice President-Finance
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