EXHIBIT 4

                FIRST AMENDMENT TO LOAN AGREEMENT


          THIS AMENDMENT TO LOAN AGREEMENT, made and entered into
as of the 29th day of March, 1994, by and between FIRST
INTERSTATE BANK OF OREGON, N.A. (hereinafter referred to as
"Bank"), and BARRETT BUSINESS SERVICES, INC. (hereinafter
referred to as "Borrower").


                            RECITALS:


          The parties entered into a loan agreement dated as of
August 12, 1993 (as amended from time to time the "Agreement"),
and the parties now desire to amend the Agreement as hereinafter
provided.  Capitalized terms not otherwise defined herein shall
have the meanings assigned to them in the Agreement.

          NOW, THEREFORE, the parties mutually agree as follows:

          1.   Section 6(c) of the Agreement is hereby amended
and restate as follows:

          "(c) Borrower shall not permit tangible net worth
     to be less than Six Million and No/100 Dollars
     ($6,000,000.00) at the end of each fiscal quarter, or
     permit the ratio of total liabilities (excluding
     deferred income taxes) to tangible net worth to exceed
     2.0 to 1.0.  For purposes of this Agreement, "tangible
     net worth" shall mean the gross book value of
     Borrower's assets (exclusive of goodwill, patents,
     trademarks, trade names, organization expense, treasury
     stock, unamortized debt discount and expense, deferred
     research and development costs, deferred marketing
     expenses and other like intangibles) less (a) reserves
     applicable thereto and (b) all liabilities (including
     accrued and deferred income taxes), other than
     indebtedness subordinated, in a manner satisfactory to
     Bank, to Borrower's indebtedness to Bank.  Except as
     otherwise provided in this paragraph, all computations
     required hereby shall be made on a consolidated basis
     in accordance with generally accepted accounting
     principles consistently applied."

          2.   Except as herein amended, each and all of the
terms and provisions of the Agreement shall be and remain in full
force and effect during the term thereof.


          IN WITNESS WHEREOF, the parties hereto have executed
this Amendment to the Agreement, in duplicate, as of the date
first hereinabove written.

     UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND
     COMMITMENTS MADE BY THE BANK AFTER OCTOBER 3, 1989,
     CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE
     NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR
     SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN
     WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE
     BANK TO BE ENFORCEABLE.

          Borrower hereby acknowledges receipt of a copy of this
Amendment.


BARRETT BUSINESS SERVICES, INC.    FIRST INTERSTATE BANK OF
                                   OREGON, N.A.



By /s/ Jack D. Williamson, Jr.     By /s/ Larry C. Ellis        
Title  Secretary/Treasurer         Title  AVP