BANKERS TRUST CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Principal
Telephone: (212) 250-4599
February 12, 1999
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Administaff, Inc.
Pursuant to Rule 13d-1 of the General Rules and
Regulations under the Securities Exchange Act of
1934, the following is one copy of the Schedule
13G with respect to the common stock of the
above referenced corporation.
Please acknowledge your receipt of the Schedule
13G filing submission through the EDGAR-Link
System software, by E-Mail confirmation.
Sincerely,
Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Administaff, Inc.
______________________________________
NAME OF ISSUER:
Common Stock (Par Value $.01)
_______________________________________
TITLE OF CLASS OF SECURITIES
007094105
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being
paid with this statement [ ]. (A fee is not
required only if the filing person: (1) has a
previous statement on file reporting beneficial
ownership of more than five percent of the class
of securities described in Item 1; and (2) has
filed no amendment subsequent thereto
reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be
filled out for a reporting person's initial
filing on this form with respect to the subject
class of securities, and for any subsequent
amendment containing information which would
alter the disclosures provided in a prior
cover page.
The information required in the remainder
of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the Act) or
otherwise subject to the liabilities of that
section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 8 Pages
CUSIP No. 007094105 Page 2 of 8 Pages
1.NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Bankers Trust Corporation and its wholly owned
subsidiary, Bankers Trust Company. 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP *
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust Corporation and its wholly owned
subsidiary, Bankers Trust Company are New
York corporations.
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER
WITH
CUSIP No. 007094105 Page 3 of 8 Pages
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9)
EXCLUDES CERTAIN SHARES *
[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.TYPE OF REPORTING PERSON *
Bankers Trust Corporation - HC
Bankers Trust Company - BK
CUSIP No. 007094105 Page 4 of 8 Pages
Item 1(a) NAME OF ISSUER:
Administaff, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL
EXECUTIVE OFFICES:
19001 Crescent Springs Drive
Kingwood, TX 77339-3802
Item 2(a) NAME OF PERSON FILING:
Bankers Trust Corporation and its
wholly owned subsidiary Bankers
Trust Company.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS
OFFICE:
130 Liberty Street
New York, New York 10006
Item 2(c) CITIZENSHIP:
Bankers Trust Corporation and
Bankers Trust Company are
corporations incorporated in the
State of New York with their
principal business offices located
in New York
Item 2(d) TITLE OF CLASS OF SECURITIES:
This statement relates to the
Companys Common Stock $.01 par
value per share.
Item 2(e) CUSIP NUMBER:
007094105
CUSIP No. 007094105 Page 5 of 8 Pages
Item 3 THE PERSON FILING IS A:
For Bankers Trust Corporation
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company
(b) [X] Bank as defined in section 3(a)(6) of the Act.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
(b) Percent of Class (1):
CUSIP No. 007094105 Page 6 of 8 Pages
(c) Number of shares as to which the following have:
(i) sole power to vote or to direct the
vote -
(ii) shared power to vote or to direct the
vote -
(iii) sole power to dispose or to direct the
disposition of -
(iv) shared power to dispose or to direct
the disposition of -
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS
OF A CLASS:
If this statement is being filed to
report the fact that as of the date
hereof the reporting person has
ceased to be the beneficial owner of
more than five percent of the class
of securities, check the following
[X].
CUSIP No. 007094105 Page 7 of 8 Pages
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT
ON BEHALF OF ANOTHER PERSON:
Not applicable.
Item 7 IDENTIFICATION AND CLASSIFICATION
OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY
THE PARENT HOLDING COMPANY:
See item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION
OF MEMBERS OF THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
CUSIP No. 007094105 Page 8 of 8 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to
the best of my knowledge and belief,
the securities referred to above were
acquired and are held in the ordinary
course of business and were not
acquired for the purpose of and do not
have the effect of changing or
influencing the control of the issuer
of such securities and were not
acquired in connection with or as a
participant in any transaction having
such purpose or effect.
SIGNATURE:
After reasonable inquiry and to the
best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
Date: as of December 31, 1998
Signature: Bankers Trust Corporation
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Exhibit A
Bankers Trust Company is a direct wholly
owned subsidiary of Bankers Trust
Bankers Trust Corporation
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Bankers Trust Company
