SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Hall, Kinion & Associates, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[_] Fee paid previously with preliminary materials.

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Notes:

[LOGO OF HALL KINION]

HALL, KINION & ASSOCIATES, INC.
185 Berry Street, Suite 4600
San Francisco, CA 94107

April 12, 2001

TO THE STOCKHOLDERS OF HALL, KINION & ASSOCIATES, INC.

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders
(including any adjournments or reschedulings thereof, the "Annual Meeting") of
Hall, Kinion & Associates, Inc. (the "Company") which will be held at the
Fairmont Hotel, 950 Mason Street, San Francisco, California, on May 10, 2001,
at 10:00 a.m. Pacific time.

Details of the business to be conducted at the Annual Meeting are given in
the attached Proxy Statement and Notice of Annual Meeting of Stockholders.

It is important that your shares be represented and voted at the Annual
Meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. Returning the proxy does NOT deprive you of
your right to attend the Annual Meeting. If you decide to attend the Annual
Meeting and wish to change your proxy vote, you may do so automatically by
voting in person at the Annual Meeting.

On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We
look forward to seeing you at the Annual Meeting.

Sincerely,

Brenda C. Rhodes
Chief Executive Officer and Chairman
of the Board

[LOGO OF HALL KINION]

HALL, KINION & ASSOCIATES, INC.
185 Berry Street, Suite 4600
San Francisco, CA 94107

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD May 10, 2001

The annual meeting of the stockholders (including any adjournments or
rescheduling thereof, the "Annual Meeting") of Hall, Kinion & Associates, Inc.
(the "Company"), will be held on Thursday, May 10, 2001, at 10:00 a.m. Pacific
time at the Fairmont Hotel, 950 Mason Street, San Francisco, California, for
the following purposes:

1. To elect three directors of the Board of Directors to serve until the
2004 Annual Meeting or until their successors have been duly elected and
qualified;

2. To consider a proposal to ratify the appointment of Deloitte & Touche
LLP as the independent accountants of the Company for the fiscal year
ending December 30, 2001; and

3. To transact such other business as may properly come before the Annual
Meeting.

Stockholders of record at the close of business on March 30, 2001 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
or reschedulings thereof. For ten days prior to the Annual Meeting, a complete
list of the stockholders entitled to vote at the meeting will be available for
examination by any stockholder for any purpose relating to the Annual Meeting
during ordinary business hours at the principal office of the Company.

By order of the Board of Directors,

MARTIN A. KROPELNICKI
Secretary

San Francisco, California
April 12, 2001

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING.
IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY
VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE ANNUAL MEETING.

HALL, KINION & ASSOCIATES, INC.
185 Berry Street, Suite 4600
San Francisco, CA 94107

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

The accompanying proxy is solicited by the Board of Directors of Hall,
Kinion & Associates, Inc., a Delaware corporation (the "Company"), for use at
the annual meeting of stockholders (including any adjournments or
reschedulings thereof, the "Annual Meeting") to be held Thursday, May 10,
2001, for the purposes set forth in the accompanying Notice of Annual Meeting.
The date of this Proxy Statement is April 12, 2001, the approximate date on
which this Proxy Statement and the accompanying form of proxy were first sent
or given to stockholders.

PURPOSE OF MEETING

The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice of Annual Meeting of
Stockholders. Each proposal is described in more detail in this Proxy
Statement.

VOTING RIGHTS AND SOLICITATION OF PROXIES

The Company's Common Stock is the only type of security entitled to vote at
the Annual Meeting. On March 30, 2001, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 13,198,501
shares of Common Stock outstanding. Each stockholder of record on March 30,
2001 is entitled to one vote for each share of Common Stock held by each
stockholder. Shares of Common Stock may not be voted cumulatively. All votes
will be tabulated by the inspector of election appointed for the meeting, who
will separately tabulate affirmative and negative votes, abstentions, and
broker non-votes.

Quorum Required

The Company's bylaws provide that the holders of a majority of the
Company's Common Stock issued and outstanding and entitled to vote at the
Annual Meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at the Annual Meeting. Abstentions and
broker non-votes will be counted as present for the purpose of determining the
presence of a quorum.

Votes Required

Proposal 1. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person or represented by proxy and entitled to
vote at the Annual Meeting. The three nominees for director receiving the
highest number of affirmative votes will be elected. Abstentions and broker
non-votes will not be counted towards a nominee's total. Stockholders may not
cumulate votes in the election of directors.

Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the
Company's independent public accountants for the fiscal year ending December
30, 2001, requires the affirmative vote of a majority of those shares present
in person, or represented by proxy, and cast whether affirmatively or
negatively at the Annual Meeting. Abstentions and broker non-votes will not be
counted as having been voted on the proposal.

GENERAL INFORMATION

Annual Report. An annual report for the fiscal year ended December 31, 2000
is enclosed with this Proxy Statement.

Voting Securities. Only stockholders of record as of the close of business
on March 30, 2001 will be entitled to vote at the Annual Meeting and any
adjournment thereof. As of that date, there were 13,198,501 shares of Common
Stock of the Company, par value $0.001 per share, issued and outstanding.
Stockholders may vote in person or by proxy. Each holder of shares of Common
Stock is entitled to one vote for each share of stock held on the proposals
presented in this Proxy Statement. Shares of Common Stock may not be voted
cumulatively. The Company's bylaws provide that a majority of all of the
shares of the stock entitled to vote, whether present in person or represented
by proxy, shall constitute a quorum for the transaction of business at the
Annual Meeting. All votes will be tabulated by the inspector of elections
appointed for the Annual Meeting, who will separately tabulate affirmative and
negative votes, abstentions and broker non-votes.

Solicitation of Proxies. The cost of soliciting proxies, including the
preparation, assembly, printing and mailing of this Proxy Statement, the proxy
and any additional soliciting material furnished to stockholders, will be
borne by the Company. In addition to soliciting stockholders by mail through
its regular employees, the Company will request banks and brokers, and other
custodians, nominees and fiduciaries, to solicit their customers who have
stock of the Company registered in the names of such persons and will
reimburse them for their reasonable, out-of-pocket costs. The Company may use
the services of its officers, directors, and others to solicit proxies,
personally or by telephone, without additional compensation. Except as
described above, the Company does not presently intend to solicit proxies
other than by mail.

Voting of Proxies. All valid proxies received prior to the Annual Meeting
will be voted. All shares represented by a proxy will be voted, and where a
stockholder specifies by means of the proxy a choice with respect to any
matter to be acted upon, the shares will be voted in accordance with the
specification so made. If no choice is indicated on the proxy, the shares will
be voted in favor of the proposal. A stockholder giving a proxy has the power
to revoke his or her proxy, at any time prior to the time it is voted, by
delivery to the Secretary of the Company of a written instrument revoking the
proxy or a duly executed proxy with a later date, or by attending the Annual
Meeting and voting in person. A majority of the shares of Common Stock of the
Company present at the Annual Meeting, in person or by proxy, whether or not
constituting a quorum, may vote to, or the Company's Board in its discretion
may, adjourn the Annual Meeting from time to time without further notice,
including for the purpose of soliciting additional proxies. Proxies containing
a vote against the proposals presented in this Proxy Statement will not be
used to vote in favor of any such adjournment.

PROPOSAL NO. 1--ELECTION OF DIRECTORS

The Company has a classified Board of Directors that currently consists of
three Class I (Herbert I. Finkelman, Jack F. Jenkins-Stark, and Michael C.
Stein), one Class II director (Todd J. Kinion), and two Class III directors
(Brenda C. Rhodes and Jon H. Rowberry), who have been elected to serve until
the Annual Meetings of Stockholders to be held in 2004, 2002 and 2003,
respectively, and until their respective successors are duly elected and
qualified. At each Annual Meeting of Stockholders, directors are elected for a
full term of three years to succeed any directors whose terms expire on the
Annual Meeting of Stockholders date. The directors who are being nominated for
election to the Board of Directors (the "Nominees"), their ages as of March
30, 2001, their positions and offices held with the Company and certain
biographical information are set forth below. Each Nominee for election has
agreed to serve if elected, and management has no reason to believe that any
Nominee will be unavailable to serve. In the event any Nominee is unable or
declines to serve as a director at the time of the Annual Meeting, the proxies
will be voted for any nominee who may be designated by the present Board of
Directors to fill the vacancy. Unless otherwise instructed, the proxy holders
will vote the Proxies received by them FOR the Nominees named below. The three
Nominees receiving the highest number of affirmative votes of the shares
represented and voting on this proposal at the Annual Meeting will be elected
directors of the Company.

Positions
& Offices
Held with
the
Nominees Age Company
-------- --- ---------

Herbert I. Finkelman (2).................................... 65 Director
Jack F. Jenkins-Stark (1)(2)................................ 50 Director
Michael C. Stein (2)........................................ 35 Director

- --------
(1) Member of the Audit Committee

(2) Member of the Compensation Committee

Herbert I. Finkelman, 65, was appointed to the board in July 2000. Mr.
Finkelman is currently a partner in Cliff Ventures, LLC, a privately held
venture capital firm. Prior to joining Cliff Ventures, LLC, Mr. Finkelman was
CEO of a Snelling & Snelling personnel services franchise from February 1979
to August 1996. Prior to 1979, Mr. Finkelman served as President/CEO of
Metaframe Corp., a subsidiary of Mattel, Inc., a leisure products
manufacturing company and CFO of Barco, a uniform manufacturing company. Mr.
Finkelman holds a B.S. degree in Industrial Engineering from San Jose State
University.

Jack F. Jenkins-Stark, 50, was appointed to the board in July 2000. Mr.
Jenkins-Stark is currently Chief Financial Officer of Silicon Energy
Corporation, a global leader in web-based enterprise energy management for
commercial and industrial customers, energy service providers, and utilities.
Mr. Jenkins-Stark also serves on the TC Pipelines L.P. board of directors,
audit and compensation committee and is chair of the conflicts committee.
Prior to holding these positions, Mr. Jenkins-Stark served as Senior Vice
President and Chief Financial Officer of GATX Capital and held senior
management positions at Pacific Gas and Electric Corporation, rising to Senior
Vice President of PG&E Corporation and President and CEO of PG&E Gas
Transmission Company. Mr. Jenkins-Stark holds a B.A. and M.A. degree in
Economics from the University of California, Santa Barbara, and a MBA in
Finance from the University of California, Berkley.

Michael C. Stein, 35, was appointed to the board in July 2000. Prior to
December 31, 2000, Mr. Stein was the Chief Executive Officer of E-Zone
Networks, Inc., the developers of an interactive media network that delivers
media-rich programming and e-commerce functionality to target communities of
individuals. Prior to joining E-Zone Networks, Inc., Mr. Stein served as
Senior Vice President of Sales and Marketing for Stair Master, Brand Manager
of Sales and Marketing for Warner Brothers, was the founder, President and CEO
of Pro Sport, Director of Marketing for International Corporate Athletic
Center, Account Executive for Howard Marlboro Group (a division of Saatchi &
Saatchi) and Stockbroker for Financial Network Investment Corporation. Mr.
Stein holds a B.S. degree in International Finance and Marketing from the
University of Southern California.

Continuing Director--Term Ending in 2002

Set forth below is information regarding one continuing Director of the
Company, including his age, the period during which he has served as Director,
and information furnished by him as to principal occupation and directorships
held by him in corporations whose shares are publicly registered.

Todd J. Kinion, 39, co-founded the Company and has been a director of the
Company since the Company's incorporation in 1991. Since August 1996, Mr.
Kinion has been a private investor. Mr. Kinion served as Vice President,
Recruitment Services of the Company from December 1995 to August 1996. Prior
to that time, Mr. Kinion served as Chief Financial Officer and Treasurer of
the Company from December 1991 to December 1995. Mr. Kinion also served as
Secretary from December 1991 to February 1997. Mr. Kinion holds a B.A. degree
in political science from the University of California at Santa Barbara.

Continuing Directors--Term Ending in 2003

Brenda C. Rhodes, 48, co-founded the Company and has been a director since
the Company's incorporation in 1991. From December 1992 to the present, Ms.
Rhodes has served as Chief Executive Officer of the Company. Ms. Rhodes also
served as President and Assistant Secretary of the Company from December 1991
to October 1996 and from December 1991 to September 1996, respectively. From
August 1981 to June 1987, Ms. Rhodes was general manager of a Snelling &
Snelling franchise, a personnel services company.

Jon H. Rowberry, 54, has been a director of the Company since August 1996.
Mr. Rowberry is currently acting as a consultant. Prior to his current work,
Mr. Rowberry served as President of Franklin Covey, Inc. ("Franklin Covey"), a
provider of time management products and training, until July 1999. Mr.
Rowberry was President of Franklin Covey from March 1997 to March 1998, Chief
Operating Officer from August 1996 to March 1997 and Chief Financial Officer
from August 1995 to August 1996. From 1985 to 1995, Mr. Rowberry was also
employed in several executive positions with Adia S.A. and Adia Services,
Inc., providers of personnel services. Mr. Rowberry holds a B.S. degree in
accounting from Brigham Young University.

Meetings of the Board of Directors

During the fiscal year ended December 31, 2000, the Board of Directors held
thirteen (13) meetings and acted by written consent on three (3) occasions. No
director serving on the Board during 2000 attended fewer than 75% of the
aggregate of such meetings of the Board and the Committees of the Board on
which he or she served.

The Company does not have a standing Nominating Committee, but does have an
Audit Committee and a Compensation Committee.

The Audit Committee's function is to review with the Company's independent
accountants and manage the annual financial statements and independent
accountants' opinion, review the scope and results of the examination of the
Company's financial statements by the independent accountants, approve all
professional services and related fees performed by the independent
accountants, recommend the retention of the independent accountants to the
Board, subject to ratification by the stockholders, and periodically review
the Company's accounting policies and internal accounting and financial
controls. The members of the Audit Committee were Mr. Rowberry (chairman of
the standing committee), Mr. Kinion, and Mr. Jenkins-Stark. During the fiscal
year ended December 31, 2000, the Audit Committee held four (4) meetings.

The Compensation Committee's function is to review and approve salary
levels and stock option grants. The members of the Compensation Committee are
Mr. Finkelman (chairman of standing committee), Mr. Jenkins-Stark, and Mr.
Stein. During the fiscal year ended December 31, 2000, the Compensation
Committee held nine (9) meetings and acted by written consent on three (3)
occasions. For additional information concerning the Compensation Committee,
see "EXECUTIVE COMPENSATION AND OTHER MATTERS--Compensation Committee
Interlocks and Insider Participation in Compensation Decisions" and
"COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION."

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED HEREIN.

MANAGEMENT

Executive Officers

The executive officers of the Company as of March 30, 2001 are as follows:

Name Position With the Company Age
---- ------------------------- ---

Brenda C. Rhodes................. Chief Executive Officer and 48
Chairman of the Board
Martin A. Kropelnicki............ Vice President, Chief Financial 34
Officer and Secretary
Rita S. Hazell................... Senior Vice President, R&D Contract 34
Services
Craig J. Silverman............... Senior Vice President, Permanent 40
Placement
Anthony L. Cefalu................ Vice President of Finance 49

Brenda C. Rhodes co-founded the Company and has been a director since the
Company's incorporation in 1991. From December 1992 to the present, Ms. Rhodes
has served as Chief Executive Officer of the Company. Ms. Rhodes also served
as President and Assistant Secretary of the Company from December 1991 to
October 1996 and from December 1991 to September 1996, respectively. From
August 1981 to June 1987, Ms. Rhodes was general manager of a Snelling &
Snelling franchise, a personnel services company.

Martin A. Kropelnicki joined the Company in February 1997 as Vice
President, Chief Financial Officer and Secretary. Prior to joining the
Company, Mr. Kropelnicki was a Director at Deloitte & Touche Consulting
Group-ICS, a consulting firm, from February 1996 to February 1997. From June
1989 to February 1996, Mr. Kropelnicki held various positions, most recently
as a Director in the financial organization at Pacific Gas & Electric Company,
a natural gas and electric utility. Mr. Kropelnicki holds a B.A. degree and an
M.A. degree in business economics from San Jose State University.

Rita S. Hazell has served as Senior Vice President, R&D Contract Services
since April 1996. Prior to assuming her current position, Ms. Hazell served in
a variety of positions, including Director, R&D Contract Services and Manager,
R&D Contract Services, since joining the Company in September 1993. From
November 1987 to September 1993, Ms. Hazell served as a manager for Oxford &
Associates, Inc., a technical contract services firm.

Craig J. Silverman joined the Company in April 1996 as Senior Vice
President, Permanent Placement. Prior to joining the Company, Mr. Silverman
served as Vice President, Sales at Strategic Mapping, Inc., a software
development company, from September 1989 to February 1996.

Anthony L. Cefalu joined the Company in September 2000 as Vice President of
Finance. Prior to joining the Company, Mr. Cefalu served as Vice President,
Customer Support Division for Global Customer Service at Silicon Graphics,
Inc. Prior to this position, Mr. Cefalu held the following positions at
Silicon Graphics, Inc.: Senior Director of Business Operations for Global
Customer Service, Program Director for Next Generations Systems, Director of
Finance and Group Controller for Visual Systems, and Director of Finance and
Controller for Advance Systems. Prior to joining Silicon Graphics, Inc. Mr.
Cefalu held management and controller positions at IBM Corporation. Mr. Cefalu
holds a B.S. degree in Mathematics from Santa Clara University.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of March 30, 2001
except where noted, with respect to the beneficial ownership of the Company's
Common Stock by (i) all persons known by the Company to be the beneficial
owners of more than 5% of the outstanding Common Stock of the Company, (ii)
each director and director-nominee of the Company, (iii) each person named in
the Summary Compensation Table, and (iv) all executive officers and directors
of the Company as a group.

Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934 (the "Exchange Act"). Under this
rule, certain shares may be deemed to be beneficially owned by more than one
person (if, for example, persons share the power to vote or the power to
dispose of the shares). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire shares (for example,
upon exercise of an option) within 60 days of the date as of which the
information is provided; in computing the percentage ownership of any person,
the amount of shares is deemed to include the amount of shares beneficially
owned by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in the following table does not necessarily reflect the person's actual
voting power at any particular date.

Number of Percentage
Name and Address of Beneficial Owners (1) Shares of Class
- ----------------------------------------- --------- ----------

Brenda C. Rhodes (2)................................... 950,225 7.2%
Chief Executive Officer and Chairman of the Board
185 Berry Street, Suite 4600
San Francisco, CA 94107

Todd J. Kinion (3)..................................... 572,986 4.3%
Director
185 Berry Street, Suite 4600
San Francisco, CA 94107

Rita S. Hazell (4)..................................... 101,247 *

Martin A. Kropelnicki (4).............................. 90,583 *
Vice President, Chief Financial Officer and Secretary
185 Berry Street, Suite 4600
San Francisco, CA 94107

Craig J. Silverman (4)................................. 83,915 *

Jon H. Rowberry........................................ 5,000 *
Director
185 Berry Street, Suite 4600
San Francisco, CA 94107

Executive officers and directors as a group (10
persons) (5).......................................... 1,803,956 13.7%

A I M Management Group Inc. (6)........................ 1,444,420 10.9%
11 Greenway Plaza, Suite 100
Houston, TX 77046

Delaware Management Holding (7)........................ 818,580 6.2%
2005 Market Street
Philadelphia, PA 19103

Delaware Management Business Trust (7)................. 781,100 5.9%
2005 Market Street
Philadelphia, PA 19103

- --------
* Less than 1%
(1) Percentage of beneficial ownership is calculated assuming 13,198,501
shares of Common Stock were outstanding on March 30, 2001. This percentage
also includes Common Stock of which such individual or entity has the
right to acquire beneficial ownership within 60 days of March 30, 2001
including but not limited to the exercise of an option; however, such
Common Stock shall not be deemed outstanding for the purpose of computing
the percentage owned by any other individual or entity. Except as
indicated in the footnotes to this table, the Company believes that the
persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them,
subject to community property laws, where applicable.
(2) Includes 4,600 shares held by Ms. Rhodes' and her spouse's children.
(3) Includes 108,500 shares held by Mr. Kinion's children.
(4) Represents shares subject to stock options that are currently exercisable
or will become exercisable within 60 days of March 30, 2001.
(5) Includes 340,410 shares subject to stock options that are currently
exercisable or will become exercisable within 60 days of March 30, 2001.
(6) This information is derived from A I M Management Group Inc. Schedule 13G,
filed with the Securities and Exchange Commission on January 10, 2001.
(7) This information is derived from Delaware Management Holding's Schedule
13G, filed with the Securities and Exchange Commission on February 7,
2001.

EXECUTIVE COMPENSATION AND OTHER MATTERS

The following table sets forth information concerning the compensation of
the Chief Executive Officer of the Company and the four other most highly
compensated executive officers of the Company as of December 31, 2000 whose
total salary and bonus for the fiscal year ended December 31, 2000 exceeded
$100,000, in all cases for services rendered in all capacities to the Company
during the fiscal years ended 2000, 1999, and 1998:

SUMMARY COMPENSATION TABLE

Long Term
Compensation
Annual Compensation Awards
-------------------------------------- ------------
Other Annual Securities
Salary Bonus Compensation Underlying
Name and Principal Position Year ($)(2) ($) ($)(1)(4) Options (#)
- --------------------------- ---- -------- -------- ------------ ------------

Brenda C. Rhodes............ 2000 $356,956 $330,000 -- 200,000
Chief Executive Officer 1999 259,992 270,000 -- 100,000
and Chairman of the Board 1998 259,992 210,000 -- --

Martin A. Kropelnicki....... 2000 207,368 175,000 -- 100,000
Vice President, Chief
Financial Officer and 1999 166,989 120,000 -- 25,000
Secretary 1998 156,573 52,000 -- --

Rita S. Hazell.............. 2000 233,649 185,000 -- 100,000
Senior Vice President, R&D 1999 135,000 149,472 -- 50,000
Contract Services 1998 125,000 119,411 -- 15,000

Craig J. Silverman.......... 2000 180,055 260,000 -- 100,000
Senior Vice President, 1999 125,000 187,843 -- 50,000
Permanent Placement 1998 125,000 84,000 -- 15,000

Anthony L. Cefalu .......... 2000(3) 48,467 20,500 -- 40,000
Vice President of Finance

- --------
(1) Unless noted, the aggregate amount of all other compensation in the form
of perquisites and other personal benefits does not exceed the lesser of
either $50,000 or 10% of the total annual salary and bonus for each
officer.
(2) Salary includes amounts deferred under the Company's 401(k) Plan.
(3) Mr. Cefalu joined the Company as Vice President of Finance in September
2000.
(4) During fiscal 2000, the Company adopted the Hall, Kinion & Associates,
Inc. e2-hkequityedge Cash Equity Plan. Under the plan, the Company offers
cash bonuses to executives and other employees. The cash bonuses are tied
to the proceeds from the exercise of warrants and sale of the underlying
stock offered by customers to Hall Kinion as additional fees for services
rendered. The awards to executives under the program will only occur if
the executive is employed with Hall Kinion at the time of the stock sale
and will vary depending on the number of participants sharing in the bonus
pool at the time of the stock sale.

The following table provides the specified information concerning grants of
options to purchase the Company's Common Stock made during the fiscal year
ended December 31, 2000 to the persons named in the Summary Compensation
Table:

OPTION GRANTS IN LAST FISCAL YEAR

Individual Grants
----------------------------------------------
Potential Realizable
Number of Value at Assumed
Securities % of Annual Rates of Stock
Underlying Total Options Price Appreciation
Options Granted to Exercise for Option Term (3)
Granted Employees in Price Expiration ---------------------
Name (#)(1) Fiscal Year (2) ($/Sh) Date 5% ($) 10% ($)
- ---- ---------- -------------- -------- ---------- ---------- ----------

Brenda C. Rhodes........ 200,000(4) 10.9% $23.984 4/26/10 $3,016,732 $7,644,991
Martin A. Kropelnicki... 100,000(4) 5.5 23.984 4/26/10 1,508,366 3,822,496
Rita S. Hazell.......... 100,000(4) 5.5 23.984 4/26/10 1,508,366 3,822,496
Craig J. Silverman...... 100,000(4) 5.5 23.984 4/26/10 1,508,366 3,822,496
Anthony L. Cefalu....... 40,000(5) 2.2 16.250 10/19/10 408,782 1,035,933

- --------
(1) All options were granted at an exercise price not less than fair market
value of the Common Stock on the date of grant. The exercise price may be
paid in cash, in shares of Common Stock valued at fair market value on the
exercise date or through a cashless exercise procedure involving a same-
day sale of the purchased shares. The Company may also finance the option
exercise by loaning the optionee sufficient funds to exercise the option
and pay any withholding taxes incurred upon exercise.
(2) A total of 1,827,977 options were granted during the fiscal year ended
December 31, 2000.
(3) The potential realizable values are calculated based on the term of the
option at its time of grant (ten years). It is calculated by assuming that
the stock price on the date of grant appreciates at the indicated annual
rate, compounded annually for the entire term of the option. These amounts
represent hypothetical gains assuming rates of appreciation specified by
the Securities and Exchange Commission, and do not represent the Company's
estimated or projection of future Common Stock prices. Actual gains, if
any, on stock option exercises are dependent on the future performance of
the Company, overall market conditions and the optionees' continued
employment through the vesting period. The amounts reflected in this table
may not be achieved.
(4) The optionees become vested in 25% of the option shares upon the
completion of one year of service and the balance of the option shares in
equal monthly installments over the next 36 months of service.
(5) The optionees become vested in 20% of the option shares upon the
completion of one year of service and the balance of the option shares in
equal monthly installments over the next 48 months of service.

The following table provides the specified information concerning exercises
of options to purchase the Company's Common Stock during the fiscal year ended
December 31, 2000, and unexercised options held as of December 31, 2000, by
the persons named in the Summary Compensation Table:

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 12/31/00 (#) at 12/31/00 ($) (1)
Shares Acquired Value -------------------------- -------------------------
Name on Exercise (#) Realized ($) (2) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ---------------- ----------- ------------- ----------- -------------

Brenda C. Rhodes........ -- -- 28,333(3) 271,667 $356,996 $903,004
Martin A. Kropelnicki... 124,000 1,654,623 62,979(4) 113,021 664,181 170,087
Rita S. Hazell.......... 26,500 755,294 54,458(5) 148,042 458,200 441,603
Craig J. Silverman...... 28,000 799,482 40,791(6) 141,709 453,136 474,320
Anthony L. Cefalu....... -- -- -- 40,000 -- 167,500

- --------
(1) Based on the closing price of $20.4375 on the last trading day prior to
Sunday, December 31, 2000, less exercise price.
(2) Market price on date of exercise, less exercise price.
(3) Options to purchase 28,333 shares are immediately exercisable, subject to
certain repurchase rights of the Company. An additional 1,666 will vest in
January 2001; the remainder will vest at the rate of 1,666 per month.
(4) Options to purchase 62,979 shares are immediately exercisable, subject to
certain repurchase rights of the Company. Of these, 22,145 were vested at
December 31, 2000; the remainder will vest at the rate of 3,438 per month.
(5) Options to purchase 54,458 shares are immediately exercisable, subject to
certain repurchase rights of the Company. Of these, 28,458 were vested at
December 31, 2000; the remainder will vest at the rate of 1,292 per month.
(6) Options to purchase 40,791 shares are immediately exercisable, subject to
certain repurchase rights of the Company. Of these, 28,458 were vested at
December 31, 2000; the remainder will vest at the rate of 1,291 per month.

Employment and Change in Control Arrangements

Effective in January 2001, the Company entered into a new employment
agreement with Brenda Rhodes. The agreement provides for an initial term
ending on the earlier of the second anniversary of the agreement or when a new
chief executive officer is appointed and a subsequent term for up to three
years during which Ms. Rhodes will serve as Chairman of the Board until she
becomes Chairman Emeritus. During the initial term, Ms. Rhodes is entitled to
a base salary of $350,000 and a bonus of up to 75% of her base salary. Ms.
Rhodes will be eligible to receive stock options and additional bonuses at the
discretion of the Board of Directors. When she becomes Chairman of the Board,
she will continue to be entitled to receive her base salary, but no bonus, and
when she becomes Chairman Emeritus she will receive no base salary or bonus.
The agreement provides for the payment to Ms. Rhodes of certain incidental
benefits she is presently receiving. Medical, life and similar insurance
benefits will continue for Ms. Rhodes' lifetime, provided that she does not
engage in certain competitive activities.

If Ms. Rhodes' employment is terminated other than for cause or death or
she is constructively discharged, including in connection with a change of
control, she will be entitled to receive a payment equal to three times her
base salary and bonus paid for the immediately preceding year, any previously
unvested stock options will become immediately vested, and any remaining
outstanding principal and interest on Ms. Rhodes' $2.0 million promissory note
owed to the Company will be forgiven. If Ms. Rhodes' employment is terminated
by her death, she is entitled to receive her base salary through the date of
her death and a pro-rated bonus for the year of her death and any unvested
stock options will become fully vested. Upon Ms. Rhodes becoming Chairman
Emeritus

she will receive a payment equal to three times her base salary and bonus paid
for the immediately preceding year. In connection with the agreement, the $2.0
million promissory note which is presently due in January 2002 was amended to
extend the term to January 2005 and to provide for the forgiveness of 20% of
the principal plus interest over a five-year period commencing January 1,
2001. Under the agreement, in the event of a change of control, the Company
will pay any additional taxes that are attributable to payments to Ms. Rhodes.
Specifically, to the extent that any payments to Ms. Rhodes result in any
excise or similar taxes imposed on any "parachute payments" as such term is
defined in the Internal Revenue Code, the Company has agreed to pay an
additional lump-sum cash payment (the "Gross-Up Payment") to Ms. Rhodes in an
amount such that, after payment of all federal and state taxes on the Gross-Up
Payment, she will have sufficient funds to pay the tax obligations arising
from the original payment received by her. In addition, for a two-year period
after she becomes Chairman Emeritus, Ms. Rhodes will have the right to
purchase the Company's facility in Park City Utah, for a sum equal to the
lower of its then current fair market value or 120% of its present fair market
value.

The Company has employment agreements with other executives which generally
provide for salary continuation of twelve months in case of termination other
than for cause or disability, acceleration of options vesting on change of
control and certain other provisions.

The terms of the Company's 1997 Stock Option Plan (the "1997 Plan") provide
that in the event the Company is acquired by merger, consolidation or asset
sale, each option outstanding at the time under the 1997 Plan will terminate
to the extent not assumed by the acquiring entity. In addition, the plan
administrator generally has the discretion to accelerate the vesting of
options.

Compensation of Directors

Under the automatic option grant program of the Company's 1997 Stock Option
Plan, each individual who first joins the Board of Directors of the Company as
a non-employee director as of June 22, 2000, will receive at that time, an
automatic option grant for 50,000 shares of Common Stock. The optionee will
vest in the automatic option grant in a series of four annual installments
over the optionee's period of Board service, beginning one year from the grant
date. Each option will have an exercise price equal to the fair market value
of the Common Stock on the automatic option grant date and a maximum term of
ten years, subject to earlier termination following the optionee's cessation
of Board service. In addition, outside directors receive an annual retainer of
$25,000; $1,000 for each meeting attended in person; and, an additional
$15,000 for a chairman of a standing committee.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

Mr. Finkelman, Mr. Jenkins-Stark, and Mr. Stein served as members of the
Board of Directors' Compensation Committee during 2000. None of these
Directors were an officer or employee of the Company at any time during 2000
or at any other time. No executive officer of the Company served as a member
of the board of directors or compensation committee of any entity that had one
or more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.

Certain Relationships and Related Transactions

In August 1996, the Company granted to Rita S. Hazell, Senior Vice
President, R&D Contract Services, a loan in the principal amount of $100,000
plus interest at 6.74%. Such loan is secured by a deed of trust in favor of
the Company on the real property purchased partially with such borrowed funds.
In August 2000, the remaining principal in the amount of $25,000 and interest
in the amount of $1,685 were forgiven.

In September 1998, the Company granted to Craig J. Silverman, Vice
President, Permanent Placement, a loan in the principal amount of $100,000
plus interest at 6.74%. Such loan is secured by 17,000 shares of Common Stock
and any additional shares of Common Stock that Mr. Silverman purchases
pursuant to option exercises. The outstanding balance on the loan as of March
30, 2001 is $50,000. The principal amount of the

loan and any accrued interest thereon will be forgiven by the Company ratably
over four years on each anniversary of the date of the loan, so long as Mr.
Silverman remains employed by the Company. In August 2000, principal in the
amount of $25,000 and interest in the amount of $5,055 were forgiven.

In January 1999, the Company granted to Brenda C. Rhodes, Chief Executive
Officer, a loan in the principal amount of $2,000,000 plus interest at the
rate of the Company's cost of borrowing plus 1/8% per annum, compounded
monthly. The loan is secured by shares of Common Stock of the Company having a
value of at least 115% of the outstanding principal balance of the loan. The
outstanding principal balance of the loan as of March 30, 2001 is $2,000,000.
The loan was originally due in January 2002. In connection with Ms. Rhodes'
new employment agreement, the loan plus interest will be forgiven in equal
installments over a five-year period commencing January 1, 2001.

In March 2001, the Company granted to Rita S. Hazell, Senior Vice
President, R&D Contract Services, a loan in the principal amount of $250,000
plus interest at 6.74%. Such loan is secured by a second deed of trust in
favor of the Company on the real property purchased partially with such
borrowed funds.

During 2001 the Company has enter into a sponsorship agreement with BayPac
Racing, Inc. BayPac Racing, Inc. owns three racing automobiles and is owned by
Ms. Rhodes' husband. To date, Hall Kinion has paid BayPac Racing, Inc.
approximately a total of $116,000.

In October 1996, the Company entered into a settlement agreement and
general release with Todd J. Kinion, a former officer and a current director
of the Company, which obligated the Company to make monthly payments of $9,033
to him until the earlier of February 29, 1998 or the occurrence of certain
events. A lump sum payment of $11,239, representing full payment of all unpaid
bonus obligations and business expense reimbursements was made to Mr. Kinion
in connection with the settlement agreement.

The Company has entered into indemnification agreements with each of its
officers and directors containing provisions that may require the Company,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as officers or
directors (other than liabilities arising from willful misconduct of a
culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified and to obtain
directors' and officers' liability insurance if available on reasonable terms.
The Company maintains an insurance policy covering officers and directors
under which the insurer has agreed to pay the amount of any claim made against
the officers or directors of the Company for wrongful acts that such officers
or directors may otherwise be required to pay or for which the Company is
required to indemnify such officers and directors, subject to certain
exclusions.

See "Employment and Change in Control Arrangements" for descriptions of
agreements regarding the employment of executive officers.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors was comprised of three
members during 2000, Messrs. Finkelman, Jenkins-Stark, and Stein. None of
these were an officer or employee of the Company at any time during 2000 or at
any other time. The Compensation Committee is responsible for setting and
administering policies governing compensation of the Company's executive
officers, including the Company's 1997 Stock Option Plan. In addition, the
Compensation Committee reviews compensation levels of other management level
employees, evaluates the performance of management and reviews other
compensation-related issues.

Compensation Philosophy

The Company applies a consistent compensation philosophy for all of its
employees, including its executive officers. The Company's compensation policy
is designed to enable the Company to attract, retain and reward executive
officers who are likely to contribute to the long-term success of the Company.
The Compensation Committee also believes that a strong correlation should
exist between executive compensation, business objectives and overall Company
performance.

In preparing the performance graph for this Proxy Statement, the Company
has selected the Standard & Poor's 500 Index ("S&P 500 Index"). The companies
that the Company uses for comparison of salary and compensation information
are not necessarily those included in the S&P 500 Index, because they were
determined not to be competitive with the Company for executive talent or
because compensation information was not available.

Components of Compensation

There are three components of the Company's executive compensation program
that support the goal of aligning compensation with the value created for the
Company's stockholders while providing incentives to further the Company's
strategic objectives.

Salary

The Compensation Committee strives to offer salaries to its executive
officers that are competitive with salaries offered by companies of similar
size and capitalization in a similar industry. Base salaries are reviewed on
an annual basis and are subject to adjustment based upon the individual's
contribution to the Company and changes in salary levels offered by comparable
companies. In determining executive officers' salaries, the Compensation
Committee considers information provided by the Company's Chief Executive
Officer with respect to individual officer responsibilities and performance,
as well as salary surveys and similar data available from independent sources.

Bonuses

For fiscal 2000, annual incentive bonuses for the Chief Executive Officer
and the other officers named in the Summary Compensation Table were based upon
the following three components: (i) the Company's targeted net income, (ii)
earnings per share estimates for fiscal 2000 and (iii) individual performance.
The Compensation Committee reviews performance goals and, based on the
components described above, each executive officer's employment arrangement
sets forth certain target thresholds. These target thresholds are set on an
annual basis. The actual performances of the Company and the executive officer
are evaluated to determine the percentage used to calculate the bonus at the
end of the year, with the size of the bonus varying between 0% and 100% of the
target award. Target awards for each executive officer in fiscal 2000 were set
in relation to such officer's base salary.

Equity Incentives

The Compensation Committee believes that employee equity ownership is
highly motivating, provides a major incentive to employees in building
stockholder value and serves to align the interests of employees with the
interests of the Company's stockholders. In determining the amount of equity
compensation to be awarded to executive officers in any fiscal year, the
Compensation Committee considers the position of the officer, the current
stock ownership of the officer, the number of shares that continue to be
subject to vesting under outstanding options and the expected future
contribution of the officer to the Company's performance, giving primary
weight to the officer's position and his expected future contributions. In
addition, the Compensation Committee compares the stock ownership and options
held by each officer with the other officers' equity positions and the
officer's experience and value to the Company.

Option grants during 2000 are described under the heading "EXECUTIVE
COMPENSATION AND OTHER MATTERS" in the table entitled "Option Grants in Last
Fiscal Year."

CEO Compensation

The annual base salary for Ms. Rhodes, the Company's Chief Executive
Officer, was established in March 1998 pursuant to an employment agreement
with the Company. Ms. Rhodes' base salary is intended to be competitive with
that paid to executives at comparable companies in the same industry and to
reflect her personal performance for the Company. The factors that the
Compensation Committee considered in setting her annual base salary were (i)
corporate performance, (ii) earnings per share and net income and (iii)
individual performance. In addition, the Compensation Committee believes that
an important portion of her compensation should be based on Company
performance.

The Company recently entered into a new employment agreement with Ms.
Rhodes. Her base salary and bonus remained the same as her base salary and
bonus arrangements under her prior employment agreement. The terms of the new
agreement were negotiated with Ms. Rhodes based primarily upon a review by the
Committee of compensation arrangements for chief executive officers and
founders of comparable companies, recommendations of an independent consultant
engaged for purposes of reviewing the reasonableness of the terms of the
agreement and an assessment of Ms. Rhodes past, present and expected future
contributions to the Company.

Deductibility of Executive Compensation

The Company has considered Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), and related regulations that restrict the
deductibility for federal income tax purposes of compensation paid to the
Chief Executive Officer and each of the four other most highly compensated
executive officers at the end of any fiscal year to the extent such
compensation exceeds $1,000,000 for any of such officer in any year, other
than compensation that qualifies for an exception under the Code or
regulations. The Compensation Committee does not believe that other components
of the Company's compensation will be likely to exceed $1,000,000 annually for
any executive officer in the foreseeable future and, therefore, concluded that
no further action with respect to qualifying such compensation for federal
income tax deductibility was necessary at this time. In the future, the
Compensation Committee will continue to evaluate the advisability of
qualifying its executive compensation for such deductibility. The Compensation
Committee's policy is to qualify its executive compensation for deductibility
under applicable tax laws as practicable.

COMPENSATION COMMITTEE

Herbert I. Finkelman
Jack F. Jenkins-Stark
Michael C. Stein

REPORT OF THE AUDIT COMMITTEE

The Audit Committee reviews Hall Kinion's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process. Hall Kinion's
independent auditors are responsible for expressing an opinion on the
conformity of our audited financial statements to generally accepted
accounting principles.

In this context, the Audit Committee has reviewed and discussed with
management and the independent auditors the audited financial statements. The
Audit Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). In addition, the Audit Committee has
received from the independent auditors the written disclosures required by
Independence Standards Board No. 1 (Independence Discussions with Audit
Committee) and discussed with them their independence from Hall Kinion and its
management. The Audit Committee has also considered whether the independent
auditors provision of other non-audit services to the Company is compatible
with the auditor's independence.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved
that the audited financial statements be included in the Company's Annual
Report on SEC Form 10-K for the year ended December 31, 2000, for filing with
the Securities and Exchange Commission.

AUDIT COMMITTEE

Jon H. Rowberry
Todd J. Kinion
Jack F. Jenkins-Stark

COMPARISON OF STOCKHOLDER RETURN

Set forth below is a line graph comparing the annual percentage change in
the cumulative total return on the Company's Common Stock with the cumulative
total return of a peer group comprised of comparable companies in the same
industry traded on the Nasdaq Stock Market ("Peer Group Index") and the
Standard & Poor's 500 Stock Index ("S&P 500 Index") for the period commencing
on August 5, 1997/1/ and ending on December 31, 2000. With respect to
companies in the Peer Group, the returns of each such company have been
weighted to reflect relative stock market capitalization. The Companies
included in the Peer Group Index in addition to the Company were as follows:
Adecco S A c/o AdeccoServices, Inc., Alternative Resources Corp., Analysts
International Corporation, ASI Solutions Incorporated, Butler International,
Inc., Cotelligent Group Inc., EmployeeSolutions, Inc., Kelly Services, Inc.,
Kforce.com Inc., Manpower Inc. Wis, Metro Information Services, Inc., Modis
Professional MPS, OnAssignment, Inc., RemedyTemp,Inc., Renaissance Worldwide
Inc., Robert Half Intl Inc., Team America Corporation, Volt Info Sciences
Inc., and Western Staff Services, Inc. Stockholder returns over the indicated
period are based on historical data and the Company cautions that the stock
price performance shown in the graph is not indicative of, nor intended to
forecast, the potential future performance of the Company's Common Stock.

Comparison of Cumulative Total Return From August 5, 1997 through December 31,
2000/2/:
Hall, Kinion & Associates, Inc., Peer Group Index and S&P 500 Index

[GRAPH]

Dec. Dec. Dec. Dec.
28, 27, 26, 31,
1997 1998 1999 2000
------- ------ ------- -------

Hall Kinion...................................... $145.83 $46.67 $143.33 $134.16
Peer Group Index................................. 88.88 90.87 107.12 95.26
S&P 500 Index.................................... 102.43 131.70 159.42 144.90

- --------
/1/The Company's initial public offering occurred on August 8, 1997. For
purposes of this presentation, the Company has assumed that its initial
offering price of $15.00 would have been the closing sales price on the day
prior to commencement of trading.
/2/Assumes that $100.00 was invested on August 5, 1997 in the Company's Common
Stock at the Company's initial offering price of $15.00 and at the closing
sales price for each index on that date and that all cash dividends were
reinvested. No cash dividends have been declared on the Company's Common
Stock.

Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended or the
Securities Exchange Act of 1934, as amended, that might incorporate this Proxy
Statement or future filings made by the Company under those statutes, the
Compensation Committee Report and the Stock Performance Graph are not deemed
filed with the Securities and Exchange Commission and shall not be deemed
incorporated by reference into any of those prior filings or into any future
filings made by the Company under those statutes.

INDEPENDENT PUBLIC ACCOUNTANTS

Fees paid to Independent Auditors during 2000
1. Audit Fees.................................................... $237,545
2. Other Fees.................................................... $441,383

PROPOSAL NO. 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors of the Company has selected Deloitte & Touche LLP as
independent accountants to audit the financial statements of the Company for
the fiscal year ending December 30, 2001. Deloitte & Touche LLP has acted in
such capacity since its appointment during the fiscal year ended December
1992. A representative of Deloitte & Touche LLP is expected to be present at
the Annual Meeting with the opportunity to make a statement if the
representative desires to do so, and is expected to be available to respond to
appropriate questions.

Vote Required and Board of Directors' Recommendation

The affirmative vote of a majority of the votes cast at the Annual Meeting,
at which a quorum representing a majority of all outstanding shares of Common
Stock of the Company is present and voting, either in person or by proxy, is
required for approval of this proposal. Abstentions and broker non-votes will
each be counted as present for purposes of determining the presence of a
quorum, but will not be counted as having been voted on the proposal. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 30, 2001.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The members of the Board of Directors, the executive officers of the
Company and persons who hold more than 10% of the Company's outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, which require them to file
reports with respect to their ownership of the Company's Common Stock and
their transactions in such Common Stock. Based upon (i) the copies of Section
16(a) reports that the Company received from such persons for the 2000 fiscal
year transactions in the Common Stock and their Common Stock holdings and (ii)
the written representations received from one or more of such persons that no
annual Form 5 reports were required to be filed by them for the 2000 fiscal
year, the Company believes that all reporting requirements under Section 16(a)
for such fiscal year were met in a timely manner by its executive officers,
Board members and greater than ten-percent stockholders.

STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING

Proposals of stockholders intended to be presented at the next Annual
Meeting of the Stockholders of the Company must be received by the Company at
its offices at 185 Berry Street, Suite 4600, San Francisco, California 94107,
not later than December 15, 2001, and satisfy the conditions established by
the Securities and Exchange Commission for stockholder proposals to be
included in the Company's proxy statement for that meeting.

TRANSACTION OF OTHER BUSINESS

At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the meeting
is as set forth above. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their best judgment.

By Order of the Board of Directors

Martin A. Kropelnicki
Secretary

San Francisco, California
April 12, 2001

THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.

APPENDIX A

AUDIT COMMITTEE CHARTER

MEMBERSHIP

The audit committee shall be comprised of at least two (2) or more outside
members of the Board of Directors of Hall, Kinion & Associates, Inc. elected
for a one year term. A chairman shall be designated by the Board.

FUNCTIONS
Recommended independent auditors to the Board of Directors.

Review the intended scope of the annual audit and the audit methods and
principles being applied by the independent auditors and the fees charged by
the independent auditors.

Review Hall Kinion's significant accounting principles, policies and
practices.

Review Hall Kinion's reporting polices and practices.

Review adequacy of management information systems, internal accounting and
financial controls.

Review the annual financial statements before their submission to the Board
of Directors for approval.

Review with both management and the independent auditors procedures and
their execution established to:

1. Prevent and uncover unlawful political contributions, bribes,
unexplained and unaccounted for payments to intermediaries (foreign
or American).

2. Ascertain whether there are any unaccounted or off-book transactions.

3. Identify payments in violation of applicable laws and standards of
business, which are intended to influence employees of potential
customers to purchase their products (commercial bribes, kickbacks,
etc.).

Approve the performance of professional services provided by the
independent auditors, including audit and nonaudit services, before such
services are rendered, and consider the possible effect on the performance of
such services on the independence of the auditors.

Review annually internal and external audits of employee benefit plans of
Hall Kinion (including subsidiaries).

Review annually with the independent auditors their audit of Hall Kinion
pension plans to determine that there are proper company procedures to insure
compliance with all relevant laws and regulations.

Review annually adequacy of Hall Kinion's insurance.

Review annually adequacy of protection of technology, including:

. physical security

. patent and trademark program

. proprietary information

Review annually polices, and compliance with polices, relating to legal
matters, conflict of interest, ect.

MINUTES

Minutes will be kept of each meeting of the Audit Committee and will be
provided to each member of the Board. Any action of the Audit Committee shall
be subject to revision, modification, rescission, or alteration by the Board
of Directors, provided that no rights of third parties shall be affected by
any such revision, modification, rescission or alteration.

HALL, KINION & ASSOCIATES, INC.

Annual Meeting of Stockholders, May 10, 2001

This Proxy is Solicited on Behalf of the Board of Directors of
Hall, Kinion & Associates, Inc.

The undersigned revokes all previous proxies, acknowledges receipt of the
Notice of the Annual Meeting of Stockholders to be held on May 10, 2001 and the
Proxy Statement and appoints Martin A. Kropelnicki, the Proxy of the
undersigned, with full power of substitution, to vote all shares of Common
Stock of Hall, Kinion & Associates, Inc. (the "Company") which the undersigned
is entitled to vote, either on his or her own behalf or on behalf of any entity
or entities, at the Annual Meeting of Stockholders to be held at the Fairmont
Hotel, 950 Mason Street, San Francisco, California on May 10, 2001, at 10:00
a.m. local time and at any adjournment or postponement thereof (the "Annual
Meeting"), with the same force and effect as the undersigned might or could do
if personally present thereat. The shares represented by this Proxy shall be
voted in the manner set forth on the reverse side.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE

[X] Please mark votes as in this example.

The Board of Directors recommends a vote FOR each of the nominees listed below
and a vote FOR the other proposals. This Proxy, when properly executed, will be
voted as specified below. This Proxy will be voted FOR the election of the
nominees listed below and FOR the other proposals if no specification is made.

1. To elect the following directors to serve for a term ending upon the 2004
Annual Meeting of Stockholders or until their successors are elected and
qualified:

Nominees: Herbert I. Finkelman, Jack F. Jenkins-Stark, and Michael C. Stein

[_] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES.
[_] __________________________
[_] FOR ALL NOMINEES For all nominees, except for
any nominee(s) whose name is
written in the space provided
above.

2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent accountants for the fiscal year ending December 31, 2001.

[_] FOR [_] AGAINST [_] ABSTAIN

3. To transact such other business as may properly come before the Annual
Meeting and at any adjournment or postponement thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]

Please sign your name.

Signature: Date:

NOTE: Signature(s) should agree
with name(s) on Hall, Kinion &
Associates, Inc. stock
certificate(s). Executors,
administrators, trustees and
other fiduciaries, and persons
signing on behalf of
corporations, partnerships or
other entities should so indicate
when signing. All joint owners
must sign.