Form: S-8 POS

Post-effective amendment to a S-8 registration statement

June 3, 2005

S-8 POS: Post-effective amendment to a S-8 registration statement

Published on June 3, 2005

Registration No. 33-55117
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------

POST-EFFECTIVE AMENDMENT NO. 1

TO

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

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

Maryland 52-0812977
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

4724 S.W. Macadam Avenue
Portland, Oregon 97239
Telephone (503) 220-0988
(Address and telephone number of principal executive offices)

BARRETT BUSINESS SERVICES, INC., 1993 STOCK INCENTIVE PLAN
(Full title of the plan)

William W. Sherertz
President
Barrett Business Services, Inc.
4724 S.W. Macadam Avenue
Portland, Oregon 97239
Telephone (503) 220-0988
(Name, address, and telephone number of agent for service)

----------------------------

Copies to:
Miller Nash LLP
111 S.W. Fifth Avenue
Portland, Oregon 97204-3699
Attn: Mary Ann Frantz
(503) 224-5858
----------------------------





DEREGISTRATION
--------------

Pursuant to Registration Statement on Form S-8 (No. 33-55117) first filed
with the Securities and Exchange Commission on August 17, 1994, Barrett Business
Services, Inc., a Maryland corporation, registered 300,000 shares of common
stock, $0.01 par value per share, for issuance under the Barrett Business
Services, Inc., 1993 Stock Incentive Plan. Of the 300,000 shares originally
registered, 178,243 shares had been issued and sold as of May 12, 2005. The
Registration Statement is hereby amended to deregister 121,757 shares of common
stock, $0.01 par value per share, of Barrett Business Services, Inc., and to
terminate the registration.




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 post-effective
amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Portland, state of
Oregon, on the 12th day of May, 2005.

BARRETT BUSINESS SERVICES, INC.
(Registrant)


By /s/ Michael D. Mulholland
-------------------------------------
Michael D. Mulholland
Vice President-Finance and Secretary


Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to registration statement has been signed by the
following persons in the capacities indicated as of the 12th day of May, 2005.


Signature Title
--------- -----

(1) Principal Executive Officer
and Director:

/s/ William W. Sherertz President and Chief Executive Officer
- --------------------------------- and Director
William W. Sherertz


(2) Principal Financial Officer:

/s/ Michael D. Mulholland Vice President-Finance and Secretary
- ---------------------------------
Michael D. Mulholland


(3) Principal Accounting Officer:

/s/ James D. Miller
- ---------------------------------
James D. Miller Controller and Assistant Secretary


(4) A majority of the Board of Directors:

/s/ Thomas J. Carley
- ---------------------------------
Thomas J. Carley Director


/s/ James B. Hicks
- ---------------------------------
James B. Hicks Director

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/s/ Jon L. Justesen
- ---------------------------------
Jon L. Justesen Director


/s/ Anthony Meeker
- ---------------------------------
Anthony Meeker Director


- ---------------------------------
Nancy B. Sherertz Director




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