As filed with the Securities and Exchange Commission on June 9, 1999
Registration No. 333-_________

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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PROBUSINESS SERVICES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 94-2976066
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(State of Incorporation) (I.R.S. Employer
Identification No.)

4125 HOPYARD ROAD
PLEASANTON, CA 94588
(Address of Principal Executive Offices, including Zip Code)

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CLEMCO, INC. STOCK INCENTIVE PLAN

1996 STOCK OPTION PLAN

1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)

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THOMAS H. SINTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
4125 HOPYARD ROAD
PLEASANTON, CA 94588
(203) 341-5200
(Name, address and telephone number of agent for service)

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Copies to:
BRIAN C. ERB, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050

CALCULATION OF REGISTRATION FEE

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PROPOSED PROPOSED
TITLE OF SECURITIES TO AMOUNT MAXIMUM OFFERING MAXIMUM AMOUNT OF
BE REGISTERED TO BE PRICE AGGREGATE REGISTRATION
REGISTERED(1) PER SHARE OFFERING PRICE FEE
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Common Stock, $0.001 par value to be 46,993 8.43 (2) 396,150.99 $110.13
issued upon exercise of options granted
and outstanding under the Clemco, Inc.
Stock Incentive Plan
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Common Stock, $0.001 par value to be 1,660,574 30.3125 (3) 50,336,149.38 $13,993.45
issued upon exercise of options available
for grant under the 1996 Stock Option Plan
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Common Stock, $0.001 par value to be 225,000 25.7656 (4) 5,797,260.00 $1,611.64
issued upon exercise of options available
for grant under the 1997 Employee Stock
Purchase Plan
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TOTAL 1,932,567 $56,529,560.37 $15,715.22

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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.

(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee of options granted and outstanding, based
on the weighted average exercise price of the outstanding options as of
April 27, 1999, which average is $8.43.

(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee of options remaining available for grant,
based on the average price of the high and low price as reported by the
Nasdaq Stock Market on June 2, 1999, which average is $30.3125.

(4) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on 85% of the average price of the
high and low price as reported by the Nasdaq Stock Market on June 2, 1999,
which price is $25.7656.

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PROBUSINESS SERVICES, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed by ProBusiness
Services, Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission"):

1. The Company's Annual Report on Form 10-K for the year ending June 30,
1998, filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

2. The Company's Quarterly Report on Form 10-Q for the quarter ending
March 31, 1999 filed pursuant to Section 13 of the Exchange Act.

3. The Company's Current Report on Form 8-K dated May 12, 1999, filed
pursuant to Section 12 of the Exchange Act.

4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (File No. 333-60745)
which was declared effective by the Commission on September 25, 1998,
filed pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a company will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of law, (iii) for unlawful payments or dividends or
unlawful stock repurchases or redemptions as provided Section 174 of Delaware
General Corporation Law or (iv) for transactions from which the director derived
an improper personal benefit.

The Registrant's Bylaws provide that the Registrant shall indemnify its
officers and directors, subject to certain provisos, and may indemnify its
employees and other agents to the fullest extent provided by Delaware law,
including those circumstances where indemnification would otherwise be
discretionary under Delaware law. The Bylaws authorize the use of
indemnification agreements, and the Registrant has entered into such
agreements with each of its directors and officers.

The Registrant maintains directors and officers insurance providing
indemnification for certain of the Registrant's directors, officers, affiliates,
partners or employees for certain liabilities.

Delaware Law does not permit a corporation to eliminate a director's duty
of care, and the provisions of the Registrant's Certificate of Incorporation
have no effect on the availability of equitable remedies such as injunction or
rescission, based upon a director's breach of the duty of care. Insofar as
indemnification for liabilities arising under the Exchange Act may be permitted
to foregoing provisions and agreements, the Registrant has been informed that in
the opinion of the staff of the Commission such indemnification is against
public policy as expressed in the Exchange Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION

Not applicable.

ITEM 8. EXHIBITS.

Exhibit
Number Description
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4.1 Clemco, Inc. Stock Incentive Plan.
4.2* 1996 Stock Option Plan.
4.3* 1997 Employee Stock Purchase Plan.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C.
(contained in Exhibit 5.1).
24.1 Power of Attorney (contained in signature page).

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* Incorporated by reference to the Registrant's Registration Statement
on Form S-1, as amended (No. 333-23189), which was declared effective
by the Commission on September 18, 1997.

ITEM 9. UNDERTAKINGS.

(a) The Registrant hereby undertakes:

(i) To file, during any period which offers or sales are being made,
a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.

(ii) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.

(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to law, the Registrant's Amended
and Restated Certificate of Incorporation, Bylaws, indemnification
agreements, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in a successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pleasanton, State of California, on this 8th day of
June, 1999.

PROBUSINESS SERVICES, INC.

By: /s/ Thomas H. Sinton
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Thomas H. Sinton
Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas H. Sinton and Steven E. Klei, and
each of them , as his attorney-in-fact, with full power of substitution in each,
for him in any and all capacities to sign any amendments to this registration
statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitutes, may do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date
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/s/ Thomas H. Sinton President, Chief Executive Officer and June 8, 1999
- ------------------------------------------- Director (Principal Executive Officer)
Thomas H. Sinton

/s/ Steven E. Klei Senior Vice President, Finance, June 8, 1999
- ------------------------------------------- Chief Financial Officer and Secretary
Steven E. Klei (Principal Financial Officer and Principal
Accounting Officer)

/s/ William T. Clifford Director June 8, 1999
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William T. Clifford

/s/ David C. Hodgson Director June 8, 1999
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David C. Hodgson

/s/ Ronald W. Readmond Director June 9, 1999
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Ronald W. Readmond

/s/ Thomas P. Roddy Director
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Thomas P. Roddy

INDEX TO EXHIBITS

Exhibit
Number Description
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (No. 333-23189), which was declared effective by the
Commission on September 18, 1997.