UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------
                                    FORM 10-Q
                                   ----------

                   [X] QUARTERLY REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 2000

                           Commission File No. 0-21886


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

                  Maryland                            52-0812977

       (State or other jurisdiction of               (IRS Employer
       incorporation or organization)             Identification No.)

           4724 SW Macadam Avenue
              Portland, Oregon                           97201

  (Address of principal executive offices)            (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                  Yes [ X ]                 No [   ]

Number of shares of Common Stock, $.01 par value,  outstanding at April 28, 2000
was 7,459,998 shares.



                         BARRETT BUSINESS SERVICES, INC.

                                      INDEX

Part I - Financial Information
                                                                           Page
                                                                           ----
       Item 1.      Financial Statements

                    Balance Sheets - March 31, 2000 and
                    December 31, 1999........................................3

                    Statements of Operations - Three Months
                    Ended March 31, 2000 and 1999............................4

                    Statements of Cash Flows - Three Months
                    Ended March 31, 2000 and 1999............................5

                    Notes to Financial Statements............................6

       Item 2.      Management's Discussion and Analysis of
                    Financial Condition and Results of
                    Operations...............................................9

       Item 3.      Quantitative and Qualitative Disclosure About
                    Market Risk.............................................14


Part II - Other Information

       Item 6.      Exhibits and Reports on Form 8-K........................15


Signatures          ........................................................16


Exhibit Index       ........................................................17


                                       2


                         Part I - Financial Information

Item 1.       Financial Statements

                         BARRETT BUSINESS SERVICES, INC.
                                 Balance Sheets
                                   (Unaudited)
                    (In thousands, except per share amounts)

                                                                                          

                                                                                 March 31,       December 31,
                                                                                   2000             1999
                                                                                -----------      ----------
                                     ASSETS
Current assets:
    Cash and cash equivalents                                                   $      198       $     550
    Trade accounts receivable, net                                                  31,568          30,216
    Prepaid expenses and other                                                       1,195           1,219
    Deferred tax assets (Note 2)                                                     1,677           1,658
                                                                                -----------      ----------
      Total current assets                                                          34,638          33,643

    Intangibles, net                                                                21,456          21,945
    Property and equipment, net                                                      7,552           7,027
    Restricted marketable securities and workers' compensation deposits              6,317           6,281
    Deferred tax assets (Note 2)                                                       701             712
    Other assets                                                                     1,313           1,132
                                                                                -----------      ----------
                                                                                $   71,977       $  70,740
                                                                                ===========      ==========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Notes payable                                                               $      865       $     865
    Current portion of long-term debt                                                2,792           2,783
    Line of credit                                                                   6,005           4,882
    Income taxes payable (Note 2)                                                      282               -
    Accounts payable                                                                 1,382           1,356
    Accrued payroll, payroll taxes and related benefits                             11,237          11,437
    Workers' compensation claim and safety incentive liabilities                     3,977           4,219
    Other accrued liabilities                                                          563             413
                                                                                -----------      ----------
      Total current liabilities                                                     27,103          25,955

Long-term debt, net of current portion                                               3,525           4,232
Customer deposits                                                                      700             815
Long-term workers' compensation liabilities                                            695             699
Other long-term liabilities                                                          1,900           1,710
                                                                                -----------      ----------
                                                                                    33,923          33,411
                                                                                -----------      ----------
Commitments and contingencies

Stockholders' equity:
    Common stock, $.01 par value; 20,500 shares authorized, 7,458
      and 7,461 shares issued and outstanding, respectively                             75              75
    Additional paid-in capital                                                       9,870           9,889
    Retained earnings                                                               28,109          27,365
                                                                                -----------      ----------
                                                                                    38,054          37,329
                                                                                -----------      ----------
                                                                                $   71,977       $  70,740
                                                                                ===========      ==========


                 The accompanying notes are an integral part of these financial statements.

                                                      3



                         BARRETT BUSINESS SERVICES, INC.
                            Statements of Operations
                                   (Unaudited)
                    (In thousands, except per share amounts)

                                                          Three Months Ended
                                                                March 31,
                                                       -------------------------
                                                          2000          1999
                                                       ---------      ----------
Revenues:
    Staffing services                                  $ 47,767        $ 37,229
    Professional employer services                       39,355          33,786
                                                       ---------      ----------
                                                         87,122          71,015
                                                       ---------      ----------
Cost of revenues:
    Direct payroll costs                                 68,004          55,163
    Payroll taxes and benefits                            7,918           6,251
    Workers' compensation                                 2,597           2,286
                                                        --------       ---------
                                                         78,519          63,700
                                                        --------       ---------
      Gross margin                                        8,603           7,315

Selling, general and administrative expenses              6,485           5,573
Depreciation and amortization                               731             511
                                                        --------       ---------
      Income from operations                              1,387           1,231
                                                        --------       ---------
Other (expense) income:
    Interest expense                                       (221)            (24)
    Interest income                                          86              95
    Other, net                                                3               1
                                                        --------       ---------
                                                           (132)             72
                                                        --------       ---------
Income before provision for income taxes                  1,255           1,303
Provision for income taxes (Note 2)                         511             563
                                                        --------       ---------
      Net income                                        $   744        $    740
                                                        ========       =========
Basic earnings per share                                $   .10        $    .10
                                                        ========       =========
Weighted average number of basic shares outstanding       7,459           7,666
                                                        ========       =========
Diluted earnings per share                              $   .10        $    .10
                                                        ========       =========
Weighted average number of diluted shares outstanding     7,509           7,707
                                                        ========       =========

   The accompanying notes are an integral part of these financial statements.

                                       4


                         BARRETT BUSINESS SERVICES, INC.
                            Statements of Cash Flows
                                   (Unaudited)
                                 (In thousands)

                                                                                      

                                                                                 Three Months Ended
                                                                                     March 31,
                                                                                --------------------
                                                                                  2000         1999
                                                                                --------     -------

Cash flows from operating activities:
    Net income                                                                  $   744     $   740
    Reconciliations of net income to cash from operations:
      Depreciation and amortization                                                 731         511
    Changes in certain assets and liabilities, net of acquisitions:
        Trade accounts receivable, net                                           (1,352)       (728)
        Prepaid expenses and other                                                   24        (465)
        Deferred tax assets                                                          (8)        (21)
        Accounts payable                                                             26          61
        Accrued payroll, payroll taxes and related benefits                        (200)      3,842
        Workers' compensation claims and safety incentive liabilities              (242)       (401)
        Income taxes payable                                                        282          50
        Other accrued liabilities                                                   150        (357)
        Customer deposits and long-term workers' compensation liabilities
           and other assets, net                                                   (300)       (344)
        Other long-term liabilities                                                 190         181
                                                                                --------     -------
      Net cash provided by operating activities                                      45       3,069
                                                                                --------     -------
Cash flows from investing activities:
    Cash paid for acquisitions, including other direct costs                        (67)     (3,316)
    Purchase of fixed assets, net of amounts purchased in acquisitions             (700)       (359)
    Proceeds from maturities of marketable securities                                -          364
    Purchase of marketable securities, net of amounts acquired in
       acquisitions                                                                 (36)       (523)
                                                                                --------     -------
       Net cash used in investing activities                                       (803)     (3,834)
                                                                                --------     -------
Cash flows from financing activities:
    Payment of credit line assumed in acquisition                                     -      (1,113)
    Net proceeds from credit-line borrowings                                      1,123           -
    Proceeds from issuance of long-term debt                                          -         240
    Payments on long-term debt                                                     (698)        (81)
    Repurchase of common stock                                                      (19)       (554)
    Payment to shareholder                                                            -         (57)
    Proceeds from the exercise of stock options                                       -          14
                                                                                --------     -------
      Net cash provided by (used in) financing activities                           406      (1,551)
                                                                                --------     -------
      Net decrease in cash and cash equivalents                                    (352)     (2,316)

Cash and cash equivalents, beginning of period                                      550       4,029
                                                                                --------     -------
Cash and cash equivalents, end of period                                        $   198     $ 1,713
                                                                                ========     =======
Supplemental schedule of noncash activities:
    Acquisition of other businesses:
      Cost of acquisitions in excess of fair market value of net assets
        acquired                                                                $     -     $ 3,834
      Tangible assets acquired                                                        -       1,280
      Liabilities issued and assumed                                                  -       1,798

             The accompanying notes are an integral part of these financial statements.

                                                  5


                         BARRETT BUSINESS SERVICES, INC.
                          Notes to Financial Statements

NOTE 1 - BASIS OF PRESENTATION OF INTERIM PERIOD STATEMENTS:

    The accompanying  financial  statements are unaudited and have been prepared
by Barrett  Business  Services,  Inc. (the "Company")  pursuant to the rules and
regulations of the Securities and Exchange  Commission.  Certain information and
note  disclosures   typically  included  in  financial  statements  prepared  in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations.  In the opinion of management,
the financial  statements  include all  adjustments,  consisting  only of normal
recurring  adjustments,  necessary  for a fair  statement of the results for the
interim periods presented. The preparation of financial statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements and accompanying notes. Actual results may differ from such estimates
and assumptions. The financial statements should be read in conjunction with the
audited  financial  statements and notes thereto  included in the Company's 1999
Annual  Report on Form 10-K at pages F1-F21.  The results of  operations  for an
interim period are not necessarily indicative of the results of operations for a
full year.

    Certain prior year amounts have been  reclassified  to conform with the 2000
presentation.  Such  reclassifications had no effect on gross margin, net income
or stockholders' equity.


NOTE 2 - PROVISION FOR INCOME TAXES:

    Deferred tax assets  (liabilities) are comprised of the following components
(in thousands):

                                                                                    
                                                                        March 31,         December 31,
                                                                           2000              1999
                                                                      -----------         -----------
Current:
    Workers' compensation claim and safety incentive
      liabilities                                                     $     1,392         $    1,368
    Allowance for doubtful accounts                                           100                130
    Other accruals                                                            185                160
                                                                      -----------         -----------

                                                                      $     1,677         $    1,658
                                                                      ===========         ===========

Noncurrent:
    Tax depreciation in excess of book depreciation                   $       (94)        $      (94)
    Workers' compensation claim liabilities                                   270                272
    Book amortization of intangibles in excess of tax amortization            409                380
    Deferred compensation                                                      44                 44
    Other                                                                      72                110
                                                                      -----------         -----------

                                                                      $       701         $      712
                                                                      ===========         ===========


   The accompanying notes are an integral part of these financial statements.

                                       6


                         BARRETT BUSINESS SERVICES, INC.
                    Notes to Financial Statements (Continued)


NOTE 2 - PROVISION FOR INCOME TAXES (CONTINUED):

    The provision for income taxes for the three months ended March 31, 2000 and
1999 is as follows (in thousands):

                                                Three Months Ended
                                                     March 31,
                                              ----------------------
                                                2000         1999
                                              ----------  ----------
        Current:
           Federal                            $     383   $     542
           State                                    120         150
                                              ----------  ----------
                                                    503         692
                                              ----------  ----------
        Deferred
           Federal                                    9        (103)
           State                                     (1)        (26)
                                              ----------  ----------
                                                      8        (129)
                                              ----------  ----------

        Provision for income taxes            $     511   $     563
                                              ==========  ==========

NOTE 3 - STOCK INCENTIVE PLAN:

    The Company has a Stock  Incentive  Plan (the  "Plan")  which  provides  for
stock-based awards to the Company's employees, directors and outside consultants
or advisers.  The number of shares of common stock  reserved for issuance  under
the Plan is 1,300,000.

    The following table summarizes options granted under the Plan in 2000:


Outstanding at December 31, 1999             893,718     $2.80  to     $17.94

Options granted                              159,459     $2.60  to      $6.75
Options exercised                                  -
Options canceled or expired                  (47,500)    $8.56  to     $10.13
                                       --------------

Outstanding at March 31, 2000              1,005,677     $2.60  to     $17.94
                                       ==============

Exercisable at March 31, 2000                562,143
                                       ==============

Available for grant at March 31, 2000         76,889
                                       ==============



    The options listed in the table generally  become  exercisable in four equal
annual installments beginning one year after the date of grant.


                                       7


NOTE 3 - STOCK INCENTIVE PLAN (CONTINUED):

    Certain of the  Company's  zone and  branch  management  employees  elect to
receive a portion of their  quarterly  cash profit sharing  distribution  in the
form of  nonqualified  deferred  compensation  stock  options.  Such options are
awarded at a sixty  percent  discount  from the  then-fair  market  value of the
Company's  stock and are fully vested and  immediately  exercisable  upon grant.
Such discounts are recorded as compensation expense. The amount of the grantee's
deferred  compensation  (discount  from fair market  value) is subject to market
risk.   During  the  first  quarter  of  2000,  the  Company  awarded   deferred
compensation  stock  options for 7,503 shares at an exercise  price of $2.60 per
share.


                                       8


                         BARRETT BUSINESS SERVICES, INC.


Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

Results of Operations
- ---------------------

    The following table sets forth the percentages of total revenues represented
by selected items in the Company's Statements of Operations for the three months
ended March 31, 2000 and 1999.


                                                           Percentage of
                                                          Total Revenues
                                                        Three Months Ended
                                                             March 31,
                                                      -----------------------
                                                         2000         1999
                                                      ----------    ---------
Revenues:
    Staffing services                                      54.8 %       52.4 %
    Professional employer services                         45.2         47.6
                                                      ----------    ---------
                                                          100.0        100.0
                                                      ----------    ---------
Cost of revenues:
    Direct payroll costs                                   78.0         77.7
    Payroll taxes and benefits                              9.1          8.8
    Workers' compensation                                   3.0          3.2
                                                      ----------    ---------
      Total cost of revenues                               90.1         89.7
                                                      ----------    ---------
Gross margin                                                9.9         10.3

Selling, general and administrative expenses                7.4          7.9
Depreciation and amortization                               0.9          0.7
                                                      ----------    ---------
Income from operations                                      1.6          1.7

Other income (expense)                                     (0.1)         0.1
                                                      ----------    ---------
Income before provision for income taxes                    1.5          1.8

Provision for income taxes                                  0.6          0.8
                                                      ----------    ---------
      Net income                                            0.9 %        1.0 %
                                                      ==========    =========


                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999

    Net income for the first quarter of 2000 was $744,000, an increase of $4,000
over  the  same  period  in  1999.  The  increase  in net  income  for  2000 was
attributable  to higher gross margin  dollars as a result of a 22.7% increase in
revenue, offset in part by higher selling,  general and administrative expenses,
together with higher  depreciation and amortization  expense.  Basic and diluted
earnings per share for the first  quarter of 2000 were $.10,  the same amount as
in the first quarter of 1999.

                                       9


Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (CONTINUED)

Results of Operations (Continued)
- ---------------------------------

    Revenues for the firstquarter of 2000 totaled  approximately  $87.1 million,
an increase of  approximately  $16.1  million or 22.7% over the first quarter of
1999.  The  increase in revenues  was  primarily  generated  from the  Company's
Northern California operations. The quarter-over-quarter internal growth rate of
revenues  was 12.0%.  The  percentage  increase in total  revenues  exceeded the
internal  growth  rate of revenues  primarily  due to the TSU  Staffing  ("TSU")
acquisition effective May 31, 1999.

    Staffing  services revenue  increased  approximately  $10.5 million or 28.3%
primarily due to robust growth in the Company's Northern California  operations.
The increase in staffing  services  revenue resulted in an increase in the share
of staffing  services from 52.4% of total revenues for the first quarter of 1999
to 54.8% for the first quarter of 2000.  Professional  employer ("PEO") services
revenue increased approximately $5.6 million or 16.4%, which was also attributed
to strong growth in Northern California.  The share of revenues for PEO services
had a corresponding  decrease from 47.6% of total revenues for the first quarter
of 1999 to 45.2% for the first quarter of 2000.

    Gross  margin  for the first  quarter  of 2000  totaled  approximately  $8.6
million,  which  represented an increase of $1.3 million or 17.6% over the first
quarter of 1999. The gross margin  percent  decreased from 10.3% of revenues for
the first quarter of 1999 to 9.9% for the first quarter of 2000. The decrease in
the gross margin  percentage  was due to higher direct  payroll costs and higher
payroll  taxes  and  benefits,   offset  in  part  by  slightly  lower  workers'
compensation  expense.  The increase in direct payroll costs, as a percentage of
revenues  for the  first  quarter  of 2000,  was  primarily  due to  substantial
increases in contract  staffing,  on-site  management  and PEO  business,  which
generally  have a lower mark-up rate (and thus higher direct  payroll costs as a
percentage of revenues) relative to other services provided by the Company.  The
increase in payroll  taxes and  benefits,  as a  percentage  of revenues for the
first quarter of 2000, was primarily attributable to increased direct payroll in
California,  which has a higher state unemployment tax rate as compared to other
states in which the Company operates.

    Workers'  compensation  expense for the first  quarter of 2000  totaled $2.6
million or 3.0% of revenues,  which compares to $2.3 million or 3.2% of revenues
for the same period in 1999. The small decrease in workers' compensation expense
for  the  2000  first   quarter  as  a  percentage  of  revenues  was  generally
attributable  to a lower  incidence  of  injuries  in 2000  compared to the same
period in 1999.

    Selling,  general and  administrative  ("SG&A")  expenses for the 2000 first
quarter amounted to approximately $6.5 million, an increase of $912,000 or 16.4%
over the comparable period in 1999. SG&A expenses,  expressed as a percentage of
revenues,  decreased  from  7.9% for the first  quarter  of 1999 to 7.4% for the
first quarter of 2000.

                                       10


Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (CONTINUED)

Results of Operations (Continued)
- ---------------------------------

The  increase  in total  dollars  over 1999 was  primarily  attributable  to the
Company's  acquisition  of TPM  Staffing  ("TPM") on  February  15, 1999 and TSU
effective  May 31,  1999,  both of  which  accounted  for  approximately  twelve
noncomparable offices in terms of SG&A expenses for the first quarter of 2000.

    Depreciation and  amortization  totaled $731,000 or 0.9% of revenues for the
first  quarter of 2000,  which  compares to $511,000 or 0.7% of revenues for the
same period in 1999. The increased expense was primarily due to (i) amortization
arising from the TPM and TSU acquisitions, and (ii) in part to the March 1, 2000
implementation of the Company's new information system.

    The  Company  offers  various  qualified   employee  benefit  plans  to  its
employees,  including its worksite  employees.  These qualified employee benefit
plans include a savings plan under Section  401(k) of the Internal  Revenue Code
(the  "Code"),  a cafeteria  plan under Code Section 125, a group health plan, a
group life  insurance  plan, a group  disability  insurance plan and an employee
assistance  plan.  Generally,  qualified  employee  benefit plans are subject to
provisions  of both the Code and the  Employee  Retirement  Income  Security Act
("ERISA").  In order to qualify  for  favorable  tax  treatment  under the Code,
qualified  plans must be  established  and  maintained  by an  employer  for the
exclusive  benefit of its  employees.  In the event the tax exempt status of the
Company's benefit plans were to be discontinued and the benefit plans were to be
disqualified, such actions could have a material adverse effect on the Company's
business,  financial  condition and results of operations.  Reference is made to
pages 19-20 of the Company's 1999 Annual Report on Form 10-K for a more detailed
discussion of this issue.

Fluctuations in Quarterly Operating Results
- -------------------------------------------

    The Company has  historically  experienced  significant  fluctuations in its
quarterly  operating  results and expects such  fluctuations  to continue in the
future. The Company's operating results may fluctuate due to a number of factors
such as  seasonality,  wage  limits on  payroll  taxes,  claims  experience  for
workers'  compensation,  demand and competition for the Company's services,  and
the effect of acquisitions.  The Company's revenue levels fluctuate from quarter
to quarter  primarily due to the impact of seasonality in its staffing  services
business  and on  certain  of its PEO  clients  in the  agriculture  and  forest
products related industries.  As a result, the Company may have greater revenues
and net income in the third and fourth  quarters  of its  fiscal  year.  Payroll
taxes and benefits fluctuate with the level of direct payroll costs but may tend
to represent a smaller percentage of revenues later in the Company's fiscal year
as

                                       11


Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (CONTINUED)

Fluctuations in Quarterly Operating Results (Continued)
- -------------------------------------------------------

federal and state  statutory wage limits for  unemployment  and social  security
taxes are exceeded by some employees.  Workers' compensation expense varies with
both the frequency and severity of workplace  injury  claims  reported  during a
quarter,  as well as adverse loss  development of prior period claims during the
current or subsequent quarters.

Liquidity and Capital Resources
- -------------------------------

    The  Company's  cash  position of $198,000  at March 31, 2000  decreased  by
$352,000 from December 31, 1999,  which compares to a decrease of $2,316,000 for
the  comparable  period in 1999.  The  decrease  in cash at March 31,  2000,  as
compared  to December  31,  1999,  was  primarily  attributable  to cash used to
implement  the  Company's  new  management  information  system and  payments on
long-term debt issued in connection with the TSU  acquisition,  partially offset
by cash provided by credit-line borrowings.

    Net cash provided by operating  activities  for the three months ended March
31, 2000 amounted to $45,000,  as compared to $3,069,000 for the comparable 1999
period.  For the 2000 period,  cash flow generated by net income,  together with
depreciation and  amortization,  was offset in part by a $1,352,000  increase in
trade accounts receivable.

    Net cash used in investing  activities totaled $803,000 for the three months
ended March 31, 2000, as compared to $3,834,000 for the similar 1999 period. For
the 2000 period,  the  principal use of cash for  investing  activities  was for
costs  associated  with the March 1, 2000  implementation  of the  Company's new
management  information  system. The Company presently has no material long-term
capital commitments.

    Net cash provided by financing  activities for the three-month  period ended
March 31,  2000 was  $406,000,  which  compared to  $1,551,000  net cash used in
financing  activities  for the similar  1999 period.  For the 2000  period,  the
principal  source of cash  provided by financing  activities  was  $1,123,000 of
credit-line  borrowings,  offset in part by  payments  made on  long-term  debt,
primarily the $8,000,000  three-year  term loan in connection with the Company's
acquisition of TSU.

    The Company's  business  strategy  continues to focus on growth  through the
expansion of operations at existing  offices,  together with the  acquisition of
additional personnel-related  businesses, both in its existing markets and other
strategic  geographic areas. The Company actively explores proposals for various
acquisition  opportunities  on an ongoing basis,  but there can be no assurance,
however, that any additional transactions will be consummated.

                                       12


Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources (continued)
- -------------------------------------------

    The Company  maintains a credit  arrangement  with its principal bank, which
provides for an  unsecured  revolving  credit  facility of $12.0  million.  This
facility,  which  expires May 31,  2000,  includes a  subfeature  for letters of
credit, as to which  approximately  $2.0 million was outstanding as of March 31,
2000. Management anticipates that the renewal of such credit facility will be in
an amount and on such terms and  conditions as will be not less  favorable  than
the current credit arrangement. Management believes that the credit facility and
other potential sources of financing,  together with anticipated funds generated
from  operations,  will be  sufficient  in the  aggregate to fund the  Company's
working capital needs for the foreseeable future.

    During 1999, the Company's board of directors  authorized a stock repurchase
program.  The repurchase program allows for the purchase of up to 450,000 common
shares from time to time in open market  purchases.  During the first quarter of
2000, the Company  repurchased 3,000 shares at an aggregate price of $19,000. As
of March 31, 2000,  the Company has  repurchased  222,000 shares at an aggregate
price of $1,517,000,  since the inception of the repurchase program.  Management
anticipates that the capital  necessary to execute this program will be provided
by existing cash balances.

Inflation
- ---------

    Inflation  generally  has not been a  significant  factor  in the  Company's
operations  during the  periods  discussed  above.  The  Company  has taken into
account  the  impact  of  escalating  medical  and other  costs in  establishing
reserves for future expenses for self-insured workers' compensation claims.

Forward-Looking Information
- ---------------------------

         Statements in this report which are not historical in nature, including
discussion of economic  conditions in the Company's  market areas, the potential
for and effect of future  acquisitions,  the effect of changes in the  Company's
mix of  services  on  gross  margin,  the  adequacy  of the  Company's  workers'
compensation  reserves and allowance for doubtful  accounts,  the  tax-qualified
status of the Company's  401(k) savings plan, and the  availability of financing
and  working   capital  to  meet  the  Company's   funding   requirements,   are
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown  risks,  uncertainties  and other  factors  that may  cause  the  actual
results,  performance or achievements  of the Company or industry  results to be
materially  different  from any  future  results,  performance  or  achievements
expressed  or implied by such  forward-looking  statements.  Such  factors  with
respect to the Company include difficulties associated with integrating acquired
businesses and customers into

                                       13


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS (CONTINUED)

Forward-Looking Information (Continued)
- ---------------------------------------

the Company's operations, economic trends in the Company's service areas,
uncertainties  regarding  government  regulation of PEOs, including the possible
adoption by the IRS of an unfavorable position as to the tax-qualified status of
employee benefit plans maintained by PEOs, future workers'  compensation  claims
experience,  and the availability of and costs associated with potential sources
of financing. The Company disclaims any obligation to update any such factors or
to publicly  announce the result of any revisions to any of the  forward-looking
statements contained herein to reflect future events or developments.


Item 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's  exposure to market risk for changes in interest  rates  primarily
relates to the Company's short-term and long-term debt obligations.  As of March
31, 2000, the Company had  interest-bearing  debt  obligations of  approximately
$14.3 million, of which approximately $11.8 million bears interest at a variable
rate and  approximately  $2.5 million at a fixed rate of interest.  The variable
rate debt is  comprised  of  approximately  $6.0  million  outstanding  under an
unsecured  revolving credit facility,  which bears interest at the Federal Funds
rate plus 1.25%. The Company also has an unsecured three-year term note with its
principal bank, which bears interest at LIBOR plus 1.35%. Based on the Company's
overall  interest  exposure  at March 31,  2000,  a 10 percent  change in market
interest  rates  would  not have a  material  effect  on the  fair  value of the
Company's long-term debt or its results of operations. As of March 31, 2000, the
Company  had not  entered  into any  interest  rate  instruments  to reduce  its
exposure to interest rate risk.

                                       14


                           Part II - Other Information


Item 6.       Exhibits and Reports on Form 8-K

              (a)  The exhibits  filed  herewith are listed in the Exhibit Index
                   following the signature page of this report.

              (b)  No Current  Reports on Form 8-K were filed by the  Registrant
                   during the quarter ended March 31, 2000.

                                       15


                                   SIGNATURES


    Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                  BARRETT BUSINESS SERVICES, INC.
                                  (Registrant)






Date:  May 12, 2000               By: /s/Michael D. Mulholland
                                      ------------------------
                                      Michael D. Mulholland
                                      Vice President-Finance
                                      (Principal Financial Officer)

                                       16


                                  EXHIBIT INDEX


Exhibit
- -------
11       Statement of Calculation of Basic and Diluted Shares Outstanding

27       Financial Data Schedule

                                       17