EXHIBIT 10.12

                      SECOND AMENDMENT TO ADMINISTAFF, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

         The Administaff, Inc. Employee Stock Purchase Plan, as amended and
restated effective April 1, 2002 ("Plan") shall be, and hereby is, amended in
the following respects:

                                       I.

         Effective August 15, 2003, Section 8(a) of the Plan is amended in its
entirety to provide as follows:

                  "8.      Purchase of Shares.

                  (a)      Following the end of each Purchase Period, the
         Participants' Accounts shall be applied automatically by the
         Recordkeeper to purchase the maximum number of shares of Common Stock
         that may be purchased with the accumulated payroll deduction and
         dividends, if any, allocated to the Participants' Accounts. Each
         Participant's Account shall be allocated each Purchase Period its pro
         rata share (whole and fractional shares) of the total number of shares
         purchased for such Purchase Period. If any amount of a Participant's
         payroll deductions for the applicable Purchase period remains after
         subtracting the costs of the shares allocated to the Participant's
         Account, such amount will be retained as residual cash and shall be
         applied to the purchase of shares of Common Stock during the following
         Purchase Period(s). A Participant shall have all of the rights and
         privileges of a stockholder of the Company with respect to the whole
         (but not fractional) shares of Common Stock allocated to the
         Participant's Account."

                                       II.

         Except as modified herein, the Plan shall remain in full force and
effect.

         Executed effective as of August 15, 2003.

                                                    ADMINISTAFF OF TEXAS, INC.

                                                    By: /s/ Paul J. Sarvadi
                                                        ------------------------
                                                        Paul J. Sarvadi