As filed with the Securities and Exchange Commission on January 11, 2002
                                        Registration No. 333- __________________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              -------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              -------------------

                           PROBUSINESS SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                              -------------------

            DELAWARE                                           94-2976066
(STATE OR OTHER JURISDICTION OF    4125 HOPYARD ROAD      (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)   PLEASANTON, CA 94588    IDENTIFICATION NUMBER)
                                    (925) 737-3500
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)


                                THOMAS H. SINTON
                      CHAIRMAN OF THE BOARD, PRESIDENT AND
                             CHIEF EXECUTIVE OFFICER
                           PROBUSINESS SERVICES, INC.
                                4125 HOPYARD ROAD
                              PLEASANTON, CA 94588
                                 (925) 737-3500
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                              -------------------

                                    Copy to:

                               ELIZABETH R. FLINT
                        WILSON SONSINI GOODRICH & ROSATI,
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ] _______________

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. [ ] _______________

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE


============================================================================================================================
                                                                  MAXIMUM PROPOSED     PROPOSED MAXIMUM
      TITLE OF EACH CLASS OF SECURITIES           AMOUNT TO BE   OFFERING PRICE PER   AGGREGATE OFFERING
               TO BE REGISTERED                    REGISTERED         SHARE(1)               PRICE         REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                               
Common stock, $0.001 par value...............      2,400,000           $17.53            $42,072,000          $10,055.21
============================================================================================================================


(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based on
    the average of the high and low prices of our common stock on January 8,
    2002 as reported on the Nasdaq National Market.

                              --------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.




THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES AND THE SELLING STOCKHOLDERS ARE
NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED

                 (SUBJECT TO COMPLETION, DATED JANUARY 11, 2002)

PROSPECTUS

                                2,400,000 SHARES

                           PROBUSINESS SERVICES, INC.

                                  COMMON STOCK

                              --------------------

     This prospectus relates to the public offering by some of our current
stockholders, which is not being underwritten, of 2,400,000 shares of our common
stock. The selling stockholders purchased the shares offered under this
prospectus in a private placement in December 2001.

     The prices at which the selling stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any proceeds from the sale of the shares.

     Our common stock is listed on the Nasdaq National Market under the symbol
"PRBZ." The last reported sale price of our common stock on January 10, 2002 was
$18.09 per share.

     INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 5.

                              --------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                              --------------------


                        Prospectus dated January , 2002.



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Where You Can Find More Information.........................................  2
Incorporation Of Certain Information By Reference...........................  2
Forward-Looking Statements..................................................  3
Probusiness Services, Inc...................................................  3
Risk Factors................................................................  5
Use of Proceeds............................................................. 14
Selling Stockholders........................................................ 14
Plan Of Distribution........................................................ 16
Legal Matters............................................................... 17
Experts..................................................................... 17

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING
STOCKHOLDERS ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF OUR
COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS
PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE
OF THE COMMON STOCK.

     In this prospectus "ProBusiness," "we," and the "Company" refer to
ProBusiness Services, Inc.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission, or the SEC. You may
read and copy any document we file with the SEC at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from the SEC's web site at
http://www.sec.gov.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below, and any future filings we may make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, or the Exchange Act, prior to the termination of this
offering.

     (1) Our Annual Report on Form 10-K, for the fiscal year ended June 30,
         2001, filed on September 28, 2001;

     (2) Our Quarterly Report on Form 10-Q for the quarter ended September 30,
         2001, filed on November 14, 2001;


                                      -2-




     (3) Our Current Report on Form 8-K dated January 7, 2002, filed on January
         7, 2002;

     (4) The description of our common stock contained in our registration
         statement on Form 8-A filed on September 4, 1997; and

     (5) The description of our preferred stock purchase rights contained in our
         registration statement on Form 8-A filed on August 17, 2001.

     Any statement contained in a document incorporated by reference will be
modified or superseded for all purposes to the extent that a statement contained
in this prospectus (or in any other document that is subsequently filed with the
SEC and incorporated by reference) modifies or is contrary to that previous
statement. Any statement so modified or superseded will not be deemed part of
this prospectus except as so modified or superseded.

     You may request, a copy of these filings, at no cost, by writing or
telephoning us at the following address:

     Investor Relations
     4125 Hopyard Road
     Pleasanton, California 94588
     (925) 737-3500

                           FORWARD-LOOKING STATEMENTS

     This prospectus, including the documents incorporated by reference,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of
the Exchange Act. These forward-looking statements are based on current
expectations, estimates and projections about our industry, management's
beliefs, and certain assumptions made by management. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks" and
"estimates" and similar expressions are intended to identify forward-looking
statements. These statements are not guarantees of future performance and actual
actions or results may differ materially. These statements are subject to
certain risks, uncertainties and assumptions that are difficult to predict,
including those set forth herein under "Risk Factors" as well as those noted in
the documents incorporated herein by reference. We undertake no obligation to
update publicly any forward-looking statements as a result of new information,
future events or otherwise, unless required by law. Readers should, however,
carefully review the risk factors included in other reports or documents filed
by us from time to time with the SEC.

                           PROBUSINESS SERVICES, INC.

     We are a leading provider of comprehensive administrative outsourced
services to large employers nationwide, providing solutions that include
corporate employee payroll processing, payroll tax filing and other critical
human resources, or HR, and benefits functions. Our comprehensive and integrated
outsourced payroll processing and tax filing solution has expanded to include a
multitude of other similarly integrated products including payroll
administration, Web-based self-service for employees, HR software and integrated
administration of health and welfare benefits, COBRA benefits and flexible
spending accounts. These services are combined into a single, technology
platform combining sophisticated transaction processing and Internet-enabled
workstations to form a comprehensive HR outsourcing product.


                                      -3-



     We were incorporated in California in October 1984 and reincorporated in
Delaware in September 1997. Our executive offices are located at 4125 Hopyard
Road, Pleasanton, California 94588, and our telephone number is (925) 737-3500.



                                      -4-



                                  RISK FACTORS

     You should carefully consider the risks described below, together with
other information contained in or incorporated by reference into this
prospectus, before making an investment decision. If any of the following risks
actually occurs, our business, financial condition and results of operations
could be seriously harmed. This could cause the trading price of our common
stock to decline, and you may lose all or part of your investment. In assessing
these risks, you should also refer to the other information contained or
incorporated by reference in this prospectus, including our consolidated
financial statements and related notes.

RISKS RELATED TO OUR BUSINESS

We have sustained a history of operating losses and may not achieve
profitability in the future.

     We have experienced significant operating losses since our inception. We
expect to incur significant operating losses in the future due to continued
client acquisition costs and investments in research and development. We will
also incur costs associated with expanding our sales efforts, service offerings
and operations to new geographic regions. As of September 30, 2001, we had an
accumulated deficit of $106.8 million. While our current target is to achieve
profitability in FY2003, we may fail to achieve profitability by such time and
it is possible that we may never achieve or sustain profitability in the future.
Failure to achieve or sustain profitability would harm our financial condition
and results of operations.

     We may choose to raise additional capital to fund our investments and/or
operations through public or private equity or debt financing. We cannot assure
you that additional financing will be available if needed on acceptable terms,
or at all. If additional capital is needed and not available, we may need to
change our business strategy or reduce our operations. If we raise additional
funds by issuing equity securities, our stockholders will experience dilution.

Investment risks, such as interest rate fluctuations, could harm our business.

     We invest funds; including payroll tax funds transferred to us by our
clients, in short-term, top-tier, high quality financial instruments. Among
other instruments, we invest in overnight U.S. government direct and agency
obligations, commercial paper and institutional money market funds. Our
investments are subject to credit risks and interest rate fluctuations. For
example, if borrowers fail to meet the terms of their obligations under
financial instruments in which we have invested, we would be liable for any
losses on those investments. Interest income earned from the investment of
client payroll tax funds represents a significant portion of our revenue. As a
result, interest rate fluctuations could significantly impact our results of
operations. For example, our future results may be adversely affected as a
result of recent declines in interest rates. We have historically entered into
interest rate swap agreements to minimize the impact of interest rate
fluctuations. However, these swap agreements will not protect us from all
interest rate risks. In some circumstances, if interest rates rise, we would
have payment obligations under our interest rate swap agreements, and these
payments may exceed the interest we earn on deposited funds. Any payment
obligation under our swap agreements could harm our results of operations. If we
default under our swap agreements, the default could result in acceleration and
setoff by the bank of all outstanding contracts under the swap agreements and
could result in cross-defaults of other debt agreements. Additionally, if the
party to our swap agreements fails to meet the terms of its obligations under
our executed swap agreements, all amounts hedged under the swap agreements would
then be subject to market interest rate fluctuation and the swap agreements
could become


                                      -5-



ineffective. In the future, we may reduce the level of funds invested in
interest rate swap agreements. If we do decrease our level of investments
covered under interest rate swap agreements, we could be subject to greater
interest rate fluctuations. Any of these consequences could harm our business
and financial condition.

Our operating results have fluctuated, and will continue to fluctuate, from
quarter to quarter, and negative fluctuations could materially lower the price
of our common stock.

     Our quarterly operating results have fluctuated in the past and will
continue to fluctuate in the future depending on a variety of factors, including
the following:

     o  the number and size of new clients starting services;

     o  the decision of one or more clients to delay or cancel implementation or
        ongoing services;

     o  interest rates;

     o  seasonality;

     o  our ability to timely design, develop, introduce and implement services
        and features for new and existing services;

     o  services offerings provided by competitors;

     o  costs associated with strategic acquisitions and alliances or
        investments in technology;

     o  the success of strategic acquisitions, alliances or investments;

     o  costs to transition to new technologies;

     o  expenses incurred for geographic expansion;

     o  risks associated with payroll tax and benefits administration;

     o  price competition;

     o  a reduction in the number of employees of our clients; and general
        economic factors.

     A substantial majority of our operating expenses, particularly personnel
and related costs, depreciation and rent, are relatively fixed in advance of any
particular quarter. As a result, we may not be able to timely cut costs in
response to any decrease in revenue. For example, any decision by a client to
delay or cancel our services, or our under-utilization of personnel, may cause
significant variations in operating results and could result in additional
losses for the applicable quarters. Additionally, as we secure larger clients,
the time and expense required to implement our services increases, which could
contribute to larger fluctuations in revenue.

     The general condition of the United States economy, and the current
weakness in the economy, has and will continue to affect our business. These
effects have taken the forms of declines in interest rates, client staff
reductions, strikes, and acquisitions of our clients by other companies, among
others. In addition, potential clients and existing clients are also less likely
to switch service providers and in some cases are delaying or postponing
purchasing decisions. These factors could result in the reduction of the
aggregate amount of payroll that we process and the amount of interest that we
earn on such funds. In addition, the general condition of the United States
economy is affected by social, political and military conditions, including
terrorist threats and acts and any response by the United States to such threats
and acts. Our future revenue and results of operations may vary substantially.
In some future quarter our results of operations


                                      -6-



could be below the expectations of public market analysts and investors, which
could cause the market price of our common stock to decrease dramatically.

We need to incur substantial expenses to gain more clients and expand our
offerings, but we may not realize profits from these expenses.

     Our ability to achieve profitability will depend in part upon our ability
to attract and retain new clients, offer new services and features and achieve
market acceptance of new services. Establishing new client relationships is a
time-consuming and expensive process. It generally takes three to twelve months
or longer, and implementing our services generally takes an additional three to
nine months or longer. These sales cycles may lengthen as the economy continues
to weaken. As we acquire each new client, we incur substantial client
acquisition costs, which consist primarily of sales and implementation expenses
and, to a lesser extent, marketing expenses. We incur these costs in advance of
revenue, and we cannot guarantee that we will fully recoup these costs. If we
cannot maintain our historically high client retention rate, our return on
customer acquisition cost will be significantly lower. As we expand our service
offerings, we incur substantial operating costs associated with hiring the
management and building the operational infrastructure. We may not realize
profits from these investments, and failure to do so would harm our financial
condition and results of operations.

We incur substantial costs investing in new technologies but may fail to
successfully introduce new offerings.

     We will incur substantial costs in developing or acquiring new technologies
and in deploying new services and features to our clients. These costs include
costs associated with acquiring in-process technology and amortization expenses
related to intangible assets and costs of additional personnel. If we cannot
develop or acquire and successfully introduce new services and new features of
existing services in a cost-effective manner, our business will suffer. We have
spent and will continue to spend significant time and money in the development
of our next generation proprietary integrated technology and service platform,
GOLDEN GATE, and in the development and staffing of our outsourced employee
administrative services offering, Comprehensive Outsourcing. We may not
successfully develop this service or the underlying platform on a timely basis.
Even if successfully developed, our ability to realize profits from these
investments still depend on our ability to acquire and retain a critical number
of clients. We only recently began offering Comprehensive Outsourcing on a
limited basis to certain clients based on their needs and have minimal
experience in selling, implementing and providing the related services. Our
inability to successfully sell, implement or provide these and other new
services on a timely basis to existing or potential clients could harm our
growth strategy as well as our core operations. For example, potential new
clients may delay their purchase of our existing services to wait to purchase
Comprehensive Outsourcing and other potential new clients may choose services
offered by other companies. In addition, existing clients may postpone their
purchase of additional services from us in anticipation of Comprehensive
Outsourcing.

Failure to adapt to evolving technologies and standards will render our
offerings obsolete and harm our business.

     The technologies in which we have invested to date are rapidly evolving and
have short life cycles. This means that we have to anticipate and rapidly adapt
to technological changes. In addition, our industry involves increasingly
sophisticated and varied needs of clients, frequent new service and feature
introductions and emerging industry standards. The introduction of services with
new technologies and the emergence of new industry standards and practices can
render existing services obsolete and unmarketable in a short period


                                      -7-



of time. Our future success will depend in part on our ability to develop or
acquire advanced technologies and enhance our existing services with new
features. We will also need to add new services that address the changing needs
of our clients and respond to technological advances and emerging industry
standards and practices on a timely and cost-effective basis. If we cannot meet
these needs in a timely manner, our business will suffer. In addition, several
of our competitors invest substantially greater amounts in research and
development than we do, which may allow them to introduce new services or
features before we do and therefore capture additional market share.

Our revenue and expenses vary seasonally, and our stock price may fluctuate
correspondingly.

     We face significant seasonality in our industry. Our revenue has fluctuated
dramatically from quarter to quarter. We realize the largest percentage of
annual revenue in our third and fourth fiscal quarters, primarily due to new
clients beginning services in the beginning of the tax year (our third fiscal
quarter) and higher interest income earned on higher amounts of payroll tax
funds invested. Our operating expenses typically are higher as a percentage of
revenue in the first and third fiscal quarters. This results partly from our
increasing personnel to acquire new clients and to implement and provide
services to these new clients, particularly a large percentage of new clients
that begin services in the third quarter. Seasonal fluctuation in our revenue
and expenses, especially unexpected fluctuation, could cause volatility or a
decrease in the price of our common stock.

Major catastrophes and other similar problems may cause us to lose client data
and materially adversely interrupt our operations.

     We currently conduct substantially all of our payroll and payroll tax
processing at our headquarters in Pleasanton, California. We divide the payroll
printing and finishing between our Pleasanton and Irvine, California facilities.
The Irvine facility serves both as an alternative processing center and a backup
payroll center. We conduct our Comprehensive Outsourcing operations in Bothell,
Washington. We do not have a benefits administration back-up facility. For each
payroll client, we establish a complete set of payroll data at our Pleasanton
processing center, as well as at the client's site. In the event of a disaster
in Pleasanton, each client would have the ability to process payroll checks
based on the data they have at their own site, if necessary. In addition, we
have developed business continuity plans for each of our mission-critical
business units. Our disaster recovery procedures, however, may not be
sufficient, and the payroll data recovered at the client site may not be
sufficient to allow the client to calculate and produce payroll in a timely
fashion.

     Our operations depend on our ability to protect our computer systems
against damage from a major catastrophe (such as an earthquake or other natural
or man-made disaster), fire, power loss, security breach, telecommunications
failure or similar event. Our facilities in California may be subject to
electrical blackouts as a consequence of a shortage of available electrical
power. If these blackouts continue or increase in severity, they could disrupt
the operations of our affected facilities. The precautions we have taken to
protect ourselves from or minimize the impact of these and other events may be
inadequate. Any damage to our data centers, failure of telecommunications links
or breach of the security of our computer systems could result in an
interruption of our operations, including a loss of data. Our insurance may not
cover these losses.

The loss of key personnel may lead to loss of clients and proprietary
information.

     Our success depends on the performance of our senior management and other
key employees. The loss of the services of any senior management or other key
employees could harm our business. If one or


                                      -8-



more of our key employees resigns to join or form a competitor, our business
could suffer due to the loss of personnel and any resulting loss of existing or
potential clients. If we lose any key personnel, we may be unable to prevent the
unauthorized disclosure or use of our technical knowledge, practices, procedures
or client lists by the former employee. Disclosure of this information could
harm our business.

Our success depends on our ability to compete effectively in the marketplace.

     The market for our services is intensely competitive. It is also subject to
rapid change and significantly affected by new service introductions and other
market activities of industry participants. In payroll processing and tax
filing, we primarily compete with several public and private service providers
such as Automatic Data Processing, Inc. and Ceridian Corporation. Many of these
companies have longer operating histories, greater financial, technical,
marketing and other resources, greater name recognition and a larger number of
clients than we do. In addition, some of these companies offer more services or
features than we do and have processing facilities located throughout the United
States. We also compete with in-house employee services departments and, to a
lesser extent, banks and local payroll companies. With respect to benefits
administration services, we compete with insurance companies, benefits
consultants and other local benefits outsourcing companies. We may also compete
with companies that market related products and services that may offer payroll
or administrative services in the future. We have experienced, and expect to
continue to experience, competition from new entrants into our markets. We have
begun to see increased competition in certain portions of our business from Big
5 accounting firms who market complete outsourcing solutions to clients and then
purchase payroll and other services from us and our competitors. Increased
competition from these and other competitors will result in pricing pressures,
loss of market share or loss of clients, any of which could harm our business.
We believe the principal competitive factors affecting our market include the
following:

     o  system functionality and performance;

     o  system and service flexibility;

     o  breadth of service offering;

     o  client service;

     o  reputation and experience; and

     o  service cost.

     Our inability to compete successfully will harm our business and results of
operations. Additionally, a significant portion of our historic revenue growth
resulted from new client acquisition. A majority of our new clients have
historically come from our competitors. If we do not have the same success in
winning clients from our competitors in the future, we would have to rely more
on clients that are moving from in-house operations to outsourcing. This could
increase our sales timeframe and our customer acquisition costs.

Our success depends on our ability to manage growing and changing operations.

     Our business has grown significantly in size and complexity over the past
five years. This growth has placed, and will continue to place, significant
demands on our management, systems, internal controls and financial and physical
resources. In order to meet these demands, we intend to continue to hire new
employees and open new offices to attract and support new clients. We also plan
to continue spending on research and development, invest in new equipment and
make other capital expenditures. In addition, we


                                      -9-



expect that we will need to develop further our financial and managerial
controls and reporting systems and procedures to accommodate future growth. Our
failure to expand successfully in any of these areas in an efficient manner
would harm our business.

Changes in governmental policies could reduce the need for our service offerings
or otherwise harm our business.

     Our services, particularly tax filing and benefits plan administration,
depend upon government regulations that continually change. Failure to timely
implement corresponding changes to our services and technology would harm our
business and results of operations. Changes in regulations could also reduce or
eliminate the need for our services and substantially decrease our revenue. In
addition, since we derive a significant portion of our revenue from interest
earned from investing collected but unremitted payroll tax funds, changes in
policies relating to withholding federal or state income taxes, reductions in
the time allowed to remit tax payments owed to government authorities, or tax
cuts harm our business and results of operations. The federal government's
recent disaster relief for taxpayers, which delays the due date for certain
taxes, as well as recent tax cuts and other measures approved by the federal
government, could harm our business and results of operations by reducing the
amount of collected but unremitted payroll tax funds and delaying the collection
of, and correspondingly, the interest we would earn on these funds.

We may make errors and omissions in performing our services, which could subject
us to fines and harm our reputation.

     We have made errors and omissions in the past and may make errors and
omissions in performing our services. For example, we may underpay taxes on
behalf of our clients, or we may file benefits plan forms late. In addition to
client liability, governmental authorities may impose large cash penalties on
our errors and omissions. These errors and omissions are often not identified
for several years following the provision of the services, and there may be a
significant delay between the time an error or omission occurs and when a
penalty is imposed. To date, penalties have not been significant. However,
liabilities associated with penalties for errors and omissions which occurred in
the past and those that may occur in the future could harm our business and
results of operations. Our reserves or insurance for any penalties may not
adequately protect us. Errors and omissions may also damage our reputation and
could harm our relationships with existing clients and our ability to gain new
clients.

Our employees may violate our relationship of trust with our clients and lead to
lawsuits against us.

     We have access to confidential information and to client funds. Actions
taken by our employees in breach of our relationships with our clients may
damage the clients' businesses. For example, if one or more of our employees
violates confidentiality agreements or misappropriate funds, our clients may
assert claims against us. Our fidelity bond and errors and omissions insurance
may not adequately cover claims like these. Claims of these types could damage
our client relationships and harm our business and financial condition.

Acquisitions and investments, especially unsuccessful ones, could harm our
financial results.

     We have in the past and intend in the future to make additional
acquisitions and investments. Future acquisitions could result in the issuance
of dilutive equity securities, the incurrence of debt or contingent liabilities.
Furthermore, strategic acquisitions or investments may not be successfully
integrated into our


                                      -10-



existing operations, or we may not realize the anticipated benefits. If
unsuccessful, they could harm our business and financial condition.

We rely on third party couriers, whose failure to deliver paychecks to our
clients would harm our business.

     We depend on third-party courier services to deliver paychecks to clients.
We do not have formal written agreements with any of the courier services that
we use. These courier services have failed in the past and may fail in the
future to pick up or deliver the paychecks in a timely fashion. This failure
could occur as a result of many factors, including employee strikes, storms or
other adverse weather conditions, earthquakes or other natural or man-made
disasters, logistical or mechanical failures or accidents. Failure to deliver
client paychecks in a timely manner could damage our reputation and harm our
business.

We face substantial competition in attracting experienced personnel, and we may
be unable to grow as planned if we cannot hire the right people.

     Our success depends to a significant degree on our ability to attract and
retain experienced employees. We expect competition for experienced personnel to
continue. We have in the past and may in the future experience difficulty in
recruiting sufficient numbers of qualified personnel. In particular, our ability
to hire and train implementation employees is critical to our ability to achieve
our growth objectives. Our inability to attract and retain experienced personnel
as required could harm our business.

Failure to improve our systems to accommodate our geographic expansion would
harm our business.

     Our ability to achieve significant future revenue growth will in large part
depend on our ability to gain new clients throughout the United States. Growth
and expansion have placed and will continue to place a strain on our operating
and financial systems. To accommodate the increased number of transactions and
clients and the increased size of our operations, we need to continue to
implement and improve our systems on a timely basis.

We may not have taken all necessary steps to protect our intellectual property.

     Our success depends in part upon our proprietary software technology. We
rely on a combination of contract, copyright and trade secret laws to establish
and protect our proprietary technology. We have no patents, patent applications
or registered copyrights. We distribute our services under software license
agreements that grant clients licenses to use our services and contain various
provisions protecting our ownership and the confidentiality of the applicable
technology. We generally enter into confidentiality agreements with our
employees and confidentiality and/or license agreements with existing and
potential clients. We also limit access to and distribution of our software,
documentation and other proprietary information. The steps taken to protect our
proprietary technology may not be adequate to deter misappropriation. Even if
they are, third parties may develop similar or competing technologies
independently.

Claims from third parties relating to infringement of intellectual property
could harm our business.

     We cannot guarantee that our services and technology do not infringe any
existing patents, copyrights or other proprietary rights of others. Third
parties may assert infringement claims against us in the future, which could
require us to incur substantial costs of defense and divert management
attention. Any resulting liabilities could also harm our business or results of
operations.


                                      -11-



Our stock price has fluctuated and is likely to continue to fluctuate.

     The market price of our common stock has been and is likely to continue to
be highly volatile. Our stock price could fluctuate in response to various
factors, including the following:

     o  quarterly variations in operating results;

     o  announcements of technological innovations or new services by us or our
        competitors;

     o  market conditions in the information services industry; and

     o  changes in securities analysts' estimates of our financial performance.

     Many of these factors are outside our control. In addition, the stock
market has experienced significant price and volume fluctuations that have
particularly affected the market prices of equity securities of many technology
and services companies. These fluctuations are sometimes unrelated to the
operating performance of these companies. The market price of our common stock
could decline as a result of these broad market fluctuations.

A handful of our stockholders have significant control over our company, and
their interests may differ from yours.

     As of June 30, 2001, our directors, executive officers, and principal
stockholders together controlled approximately 30% of our voting stock. If these
stockholders acted or voted together, they would have the power to exercise a
significant influence over the election of our directors. They would also have
significant control over other matters requiring stockholder approval, including
the approval of major corporate transactions. In addition, this concentration of
ownership may delay or prevent a change in control of our company, even when a
change may be in the best interests of the stockholders. Furthermore, the
interests of these stockholders may not always coincide with the interests of
our company or other stockholders.

Holders of our Preferred Stock have rights senior to holders of our common
stock, including the right to receive dividends that will dilute the ownership
of holders of common stock.

     In August 2000, we sold 1,132,075 shares of Preferred Stock. In the event
of a merger or acquisition, the holders of the Preferred Stock will receive
$26.50 per share before any amounts may be paid to holders of our common stock.
The holders of the Preferred Stock also will receive cumulative dividends at an
annual rate of 6.9% in the form of additional shares of Preferred Stock.
Therefore, the longer our Preferred Stock is outstanding, the more dilution the
holders of our common stock will experience.

Our charter documents and Delaware law could make an acquisition of our company
difficult, even if an acquisition may benefit our stockholders.

     Provisions of our certificate of incorporation, bylaws and Delaware law
could make it more difficult for a third party to acquire us, even if doing so
would benefit our stockholders. In particular, our certificate of incorporation
provides for three classes of directors. Each director in each class is elected
for a three-year term, and a different class is elected each year. These
provisions make it difficult for a third party to gain control of our board of
directors.


                                      -12-



We recently adopted a preferred stock rights plan, which has anti-takeover
effects.

     We recently entered into a preferred stock rights plan. The plan has the
anti-takeover effect of causing substantial dilution to a person or group that
attempts to acquire us on terms not approved by our board of directors. The
existence of the plan could limit the price that certain investors might be
willing to pay in the future for shares of our common stock and could
discourage, delay or prevent a merger or acquisition that a stockholder may
consider favorable.



                                      -13-



                                 USE OF PROCEEDS

     We will not receive any of the proceeds from the sale from time to time of
the shares offered by this prospectus. All proceeds from the sale of the shares
offered by this prospectus will be for the account of the selling stockholders.
See "Selling Stockholders" and "Plan of Distribution."

                              SELLING STOCKHOLDERS

     The following table sets forth as of January 10, 2002, the names of the
selling stockholders, the number of shares of common stock that each selling
stockholder beneficially owns, the number of shares of common stock owned by
each selling stockholder that may be offered for sale from time to time by this
prospectus, and the number of shares of common stock to be held by each selling
stockholder assuming the sale of all the common stock offered hereby. None of
the selling stockholders has held any position or office or had a material
relationship with us within the past three years other than as described below
or as a result of the ownership of our securities. The stockholders may offer
the shares for resale from time to time.

     The shares being offered by the selling stockholders were acquired in a
private placement in December 2001. The selling stockholders may distribute
their shares, from time to time, to their limited and/or general partners or
members, who may sell shares pursuant to this prospectus. The selling
stockholders may also transfer shares owned by them by gift or pledge, and upon
such transfer the donee or pledgee, as the case may be, would have the same
right of sale as the selling stockholders. We may amend or supplement this
prospectus from time to time to update the disclosure set forth herein.



                                           SHARES BENEFICIALLY OWNED                    SHARES BENEFICIALLY OWNED
                                              PRIOR TO OFFERING(1)                           AFTER OFFERING
                                           -------------------------  NUMBER OF SHARES  -------------------------
   NAME OF SELLING STOCKHOLDER                 NUMBER      PERCENT    BEING OFFERED(2)    NUMBER        PERCENT
   ---------------------------             -------------  ----------  ----------------  ------------  -----------
                                                                                       
Bessemer Sand Hill Investor's Fund             133,000        -            60,000           73,000         -
Bessemer Sand Hill Investor's Fund II          115,000        -           115,000                0         -
Blue Ridge Limited Partnership               1,000,000       3.7%         200,000          800,000        3.0%
Cypress International Partners Limited         180,300        -           180,300                0         -
Far West Capital Partners, L.P.                130,000        -           130,000                0         -
Glenhill Capital L.P.                          146,906        -            80,726           66,180         -
Glenhill Capital Overseas Partners Ltd.         35,094        -            19,274           15,820         -
Lone Balsam, L.P.                              124,633        -            39,500           85,133         -
Lone Cypress, Ltd.                           1,292,051       4.8%         409,500          882,551        3.3%
Lone Sequoia, L.P.                             104,122        -            33,000           71,122         -
Lone Spruce, L.P.                               56,794        -            18,000           38,794         -
Robert G. Schiro                                40,000        -            40,000                0         -
T. Rowe Price New Horizon Fund, Inc.           725,000       2.7%         625,000          100,000         -
The Cypress Partners, L.P.                     310,300       1.2%         310,300                0         -
The Fox Investment Fund                         37,700        -            37,700                0         -
The Glynn Emerging Opportunity Fund             79,600        -            30,000           49,600         -
The Hare Investment Fund, L.P.                  13,200        -            13,200                0         -
W.M. Keck Foundation                            58,500        -            58,500                0         -


- -----------------
(1)  The number and percentage of shares beneficially owned is determined in
     accordance with Rule 13d-3 of the Exchange Act, and the information is not
     necessarily indicative of beneficial ownership for any other purpose. Under
     such rule, beneficial ownership includes any shares as to which the
     individual has sole or shared voting power or investment power and also any
     shares which the individual has the right to acquire within 60 days of the
     date of this prospectus through the exercise of any stock option or other
     right. Unless otherwise indicated in the footnotes, each person has sole
     voting and investment power (or shares such powers with his or her


                                      -14-



     spouse) with respect to the shares shown as beneficially owned. Percentage
     of beneficial ownership is based on 26,835,251 shares of common stock
     outstanding as of December 31, 2001.

(2)  This registration statement also shall cover any additional shares of
     common stock that become issuable in connection with the shares registered
     for sale hereby by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration that results in an increase in the number of our
     outstanding shares of common stock.


                                      -15-



                              PLAN OF DISTRIBUTION

     The shares covered by this prospectus may be offered or sold from time to
time by the selling stockholders. As used in this prospectus, "selling
stockholders" includes the pledgees, donees, transferees of, or other successors
in interest that receive such shares as a gift, partnership distribution or
other non-sale related transfer. The selling stockholders will act independently
of us in making decisions with respect to the timing, manner and size of each
sale. The sales may be made on one or more exchanges, including the Nasdaq
National Market, or in the over-the-counter market or otherwise, at market
prices prevailing at the time, at negotiated prices, or at fixed prices, which
may be changed. The selling stockholders may effect such transaction by selling
the shares to or through broker-dealers. The shares may be sold by one or more
of, or a combination of, the following:

     o  a block trade in which the broker-dealer so engaged will attempt to sell
        the shares as agent, but may position and resell a portion of the block
        as principal to facilitate the transaction;

     o  purchases by a broker-dealer as principal and resale by such
        broker-dealer for its own account pursuant to this prospectus;

     o  an exchange distribution in accordance with the rules of the exchange;

     o  ordinary brokerage transactions and transactions in which the broker
        solicits purchasers; and

     o  in privately negotiated transactions.

     To the extent required, this prospectus may be amended and supplemented
from time to time to describe a specific plan of distribution.

     In connection with distributions of the shares offered hereby or otherwise,
the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of our
common stock in the course of hedging the positions they assume with selling
stockholders. The selling stockholders may also sell our common stock short and
deliver the shares offered hereby to close out such short positions. The selling
stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of shares offered hereby,
which shares such broker-dealer or other financial institution may resell
pursuant to this prospectus (as supplemented or amended to reflect such
transaction). The selling stockholders may also pledge the shares offered hereby
to a broker-dealer or other financial institution, and, upon a default, such
broker-dealer or other financial institution, may effect sales of the pledged
shares pursuant to this prospectus (as supplemented or amended to reflect such
transaction). In addition, any shares offered hereby that qualify for sale
pursuant to Rule 144 may, at the option of the holder thereof, be sold under
Rule 144 rather than pursuant to this prospectus.

     The selling stockholders may negotiate and pay broker-dealers or agents
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling stockholders may allow other broker-dealers to participate.
However, the selling stockholders and any broker-dealers or agents involved in
the sale or resale of the shares offered hereby may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act. In
addition, the broker-dealers' commissions, discounts or concessions may be
deemed to be underwriting compensation under the Securities Act.


                                      -16-



     In order to comply with the securities laws of certain states, if
applicable, the shares offered hereby will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the shares offered hereby may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with.

     We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of the shares offered
hereby in the market and to the activities of the selling stockholders and their
affiliates. In addition, we will make copies of this prospectus available to the
selling stockholders and have informed them of the need for delivery of copies
of this prospectus to purchasers at or prior to the time of any sale of the
shares offered hereby.

     At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.

     We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will bear all commissions,
discounts and transfer taxes, if any, attributable to the sales of the shares.
The selling stockholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.

     We cannot assure you that the selling stockholders will sell all or any of
the shares of common stock offered pursuant to this prospectus.

                                  LEGAL MATTERS

     The validity of the common stock offered by this prospectus will be passed
upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo
Alto, California.

                                     EXPERTS

     Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule incorporated by reference in our Annual Report
on Form 10-K for the year ended June 30, 2001, as set forth in their report,
which is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements and schedule are incorporated
by reference in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.


                                      -17-







                                2,400,000 SHARES



                           PROBUSINESS SERVICES, INC.



                                  COMMON STOCK



                                   ----------

                                   PROSPECTUS

                                   ----------





                                January ___, 2002




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     We will pay all expenses incident to the offering and sale to the public of
the shares being registered other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table. All of the amounts shown are estimates except for
the SEC registration fee.

SEC registration fee..................................        $   10,055
                                                               ---------
Accounting fees and expenses..........................             5,000
                                                              ----------
Legal fees and expenses...............................            15,000
                                                              ----------
Printing costs........................................             5,000
                                                              ----------
Miscellaneous.........................................             5,000
                                                              ----------
      Total...........................................        $   40,055
                                                              ----------

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

CERTIFICATE OF INCORPORATION

     Our certificate of incorporation provides that, to the fullest extent
permitted by Delaware law, as the same now exists or may hereafter be amended, a
director shall not be personally liable to the corporation or its stockholders
for monetary damages arising out of his conduct as a director. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability:

     o  for any breach of their duty of loyalty to the corporation or its
        stockholders,

     o  for acts or omissions not in good faith or that involve intentional
        misconduct or a knowing violation of law,

     o  for unlawful payments of dividends or unlawful stock repurchases or
        redemptions as provided in Section 174 of the Delaware General
        Corporation Law, or

     o  for any transaction from which the director derived an improper personal
        benefit.

BYLAWS

     Our bylaws provide that our directors and officers shall be and our
employees and agents may be indemnified against expenses including attorneys'
fees, judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding arising out of their status as our
agent. Our bylaws also allow us to purchase and maintain insurance on behalf of
any person who is or was one of our directors, officers, employees or agents,
against any liability arising out of the person's status as such, whether or not
we would have the power to indemnify the person under Delaware law.


                                      II-1



INDEMNIFICATION ARRANGEMENTS

     We have entered into agreements to indemnify our directors and officers, in
addition to the indemnification provided for in our certificate of incorporation
and bylaws. These agreements, among other things, indemnify our directors and
officers for certain expenses, including attorney's fees, judgments, fines and
certain settlement amounts actually and reasonably incurred by any such person
in any action, suit or proceeding, including any action by or in our right,
arising out of such person's services as one of our directors or officers, any
of our subsidiaries or any other company or enterprise to which the person
provides services at our request.

ITEM 16. EXHIBITS

     EXHIBIT
     NUMBER                              DESCRIPTION
     ------                              -----------

       5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation
      23.1     Consent of Ernst & Young LLP, independent auditors.
      23.2     Consent of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation (included in Exhibit 5.1)
      24.1     Power of Attorney (contained on Page II-4)

ITEM 17. UNDERTAKINGS

     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; (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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b), if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (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 (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by (i) and (ii) is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the 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.


                                      II-2



          (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.

     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.

     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 foregoing provisions described, 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 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.


                                      II-3



                                   SIGNATURES

     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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pleasanton, State of California, on January 11, 2002.


                                                   PROBUSINESS SERVICES, INC.

                                                   By: /s/ Thomas H. Sinton
                                                       -------------------------
                                                   Name:  Thomas H. Sinton
                                                   Title: President and Chief
                                                          Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Thomas H. Sinton and Steven E.
Klei, and each of them acting individually, as his attorneys-in-fact and agents,
each with full power of substitution, for him in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3 including
post-effective amendments or any abbreviated registration statement and any
amendments thereto filed pursuant to Rule 462(b) increasing the number of
securities for which registration is sought, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, with full power of each to act alone, full power and authority to do and
perform each and every act and thing required and necessary to be done in
connection therewith, as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that such attorneys-in-fact
and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:



                NAME                                     TITLE                           DATE
                ----                                     -----                           ----
                                                                             
/s/ Thomas H. Sinton                  President, Chief Executive Officer and       January 11, 2002
- ------------------------------------  Director (Principal Executive Officer)
          Thomas H. Sinton


/s/ Steven E. Klei                    Executive Vice President, Finance, Chief     January 11, 2002
- ------------------------------------  Financial Officer and Secretary (Principal
           Steven E. Klei             Financial Officer)


/s/ Glenda M. Citragno                Vice President, Finance and Chief            January 11, 2002
- ------------------------------------  Accounting Officer (Principal Accounting
         Glenda M. Citragno           Officer)


/s/ William T. Clifford               Director                                     January 11, 2002
- ------------------------------------
        William T. Clifford


/s/ David C. Hodgson                  Director                                     January 11, 2002
- ------------------------------------
          David C. Hodgson


/s/ Ronald W. Readmond                Director                                     January 11, 2002
- --------------------------------
         Ronald W. Readmond


/s/ Thomas P. Roddy                   Director                                     January 11, 2002
- ------------------------------------
          Thomas P. Roddy



                                      II-4


                                  EXHIBIT INDEX

     EXHIBIT
     NUMBER    EXHIBIT TITLE
     -------   -------------

       5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation
      23.1     Consent of Ernst & Young LLP, independent auditors.
      23.2     Consent of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation (included in Exhibit 5.1)
      24.1     Power of Attorney (contained on Page II-4)

      -------------------


                                      II-5