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                                                                 EXHIBIT 10.4


                  FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT



         THIS FIRST AMENDMENT is dated as of July 1, 1997 (the "Amendment"), and
shall serve to amend __________________ ("Employee") and ____________________
(together, the "Parties") Restricted Stock Agreement dated as of August 19, 1996
relating to the original issuance of _____ shares of Common Stock of the Company
(the "Agreement"), pursuant to the 1995 Long-Term Incentive Plan, as amended by
the First Amendment dated as of April 15, 1996, and as amended by the Second
Amendment dated as of July 1, 1997 (the "Plan").

         WHEREAS, pursuant to and in compliance with Section 7(a) of the Plan,
the Compensation Committee of the Board of Directors of CORESTAFF, Inc. (the
"Company") desires to amend the Agreement to continue to enhance the ability of
the Company to attract and retain the services of individuals who are essential
for the growth and profitability of the Company;

         NOW, THEREFORE, in consideration of the premises set forth herein, in
the Agreement and in the Plan, the Agreement shall be amended as follows:

                  1. Section 3 of the Agreement is hereby amended in its
         entirety to read as follows:

                           "In the event Employee, at any time during the term
                           of Employee's employment with the Company, leaves the
                           Company's employment as a result of a Triggering
                           Event (as such term is defined in Employee's
                           Employment Agreement dated as of July 1, 1997), then
                           the Forfeiture Restrictions shall lapse as to all of
                           the Stock issued to Employee pursuant to this
                           Agreement."

                  2. This Amendment shall be governed by and construed in
         accordance with the laws of the State of Delaware without regard to
         principles of conflicts of laws.

                  3. All other terms and conditions contained in the Agreement
         shall remain unchanged and in full force and effect.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered and to become effective, all as of the day and year
first above written.

                                  CORESTAFF, INC.


                                  By:
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                                           Michael T. Willis
                                           Chief Executive Officer and President


                                  PARTIES:


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