FORM 10-K/A
    
   
                                AMENDMENT NO. 1
    
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
 
                                       OR
 
/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
                            ------------------------
                         COMMISSION FILE NUMBER 1-10427
 
                         ROBERT HALF INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)
 

                                         
                 DELAWARE                                   94-1648752
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                   Identification No.)

 

                                                 
   2884 SAND HILL ROAD, SUITE 200, MENLO PARK,
                    CALIFORNIA                        94025
     (Address of principal executive offices)       (Zip code)

 
       Registrant's telephone number, including area code: (415) 854-9700
                            ------------------------
 
          Securities registered pursuant to Section 12(b) of the Act:
 


                                                      NAME OF EACH EXCHANGE
           TITLE OF EACH CLASS                         ON WHICH REGISTERED
                                         
 Common Stock, Par Value $1.00 per Share             New York Stock Exchange
     Preferred Share Purchase Rights                 New York Stock Exchange

 
          Securities registered pursuant to Section 12(g) of the Act:
 
                                      None
                            ------------------------
 
    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 ____
 
    Indicate  by check mark if disclosure  of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge, in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
 
    As of February 28, 1994, the aggregate market value of the Common Stock held
by  non-affiliates of the registrant was approximately $271,221,383 based on the
closing sale  price on  that date.  This  amount excludes  the market  value  of
4,439,980 shares of Common Stock held by registrant's directors and officers and
their affiliates.
 
    As  of February  28, 1994, there  were outstanding 13,518,520  shares of the
registrant's Common Stock.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    Portions of the registrant's Proxy Statement to be mailed to stockholders in
connection with the registrant's annual meeting of stockholders, scheduled to be
held in May  1994, are incorporated  by reference  in Part III  of this  report.
Except  as expressly incorporated by reference, the registrant's Proxy Statement
shall not be deemed to be part of this report.

   
    This Amendment No. 1 to Form 10-K  is being filed solely for the purpose  of
replacing Exhibit 3.2. No other changes are made.
    

                                   SIGNATURES
 
    Pursuant  to  the requirements  of  Section 13  or  15(d) 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.
 
                                          ROBERT HALF INTERNATIONAL INC.
                                                    (Registrant)
 
   
Date: April 15, 1994                      By: _________/S/_STEVEN KAREL_________
                                                        Steven Karel
    
   
                                                       Vice President
    


                      INDEX TO EXHIBITS
                                                               Sequentially
     Exhibit                                                     Numbered
       No.               Exhibit                                   Page
     -------   ------------------------------------                ----

   
      3.2      By-Laws.