EXHIBIT 4

EXHIBIT 4

FIRST AMENDMENT TO LOAN AGREEMENT


THIS AMENDMENT TO LOAN AGREEMENT, made and entered into
as of the 29th day of March, 1994, by and between FIRST
INTERSTATE BANK OF OREGON, N.A. (hereinafter referred to as
"Bank"), and BARRETT BUSINESS SERVICES, INC. (hereinafter
referred to as "Borrower").


RECITALS:


The parties entered into a loan agreement dated as of
August 12, 1993 (as amended from time to time the "Agreement"),
and the parties now desire to amend the Agreement as hereinafter
provided. Capitalized terms not otherwise defined herein shall
have the meanings assigned to them in the Agreement.

NOW, THEREFORE, the parties mutually agree as follows:

1. Section 6(c) of the Agreement is hereby amended
and restate as follows:

"(c) Borrower shall not permit tangible net worth
to be less than Six Million and No/100 Dollars
($6,000,000.00) at the end of each fiscal quarter, or
permit the ratio of total liabilities (excluding
deferred income taxes) to tangible net worth to exceed
2.0 to 1.0. For purposes of this Agreement, "tangible
net worth" shall mean the gross book value of
Borrower's assets (exclusive of goodwill, patents,
trademarks, trade names, organization expense, treasury
stock, unamortized debt discount and expense, deferred
research and development costs, deferred marketing
expenses and other like intangibles) less (a) reserves
applicable thereto and (b) all liabilities (including
accrued and deferred income taxes), other than
indebtedness subordinated, in a manner satisfactory to
Bank, to Borrower's indebtedness to Bank. Except as
otherwise provided in this paragraph, all computations
required hereby shall be made on a consolidated basis
in accordance with generally accepted accounting
principles consistently applied."

2. Except as herein amended, each and all of the
terms and provisions of the Agreement shall be and remain in full
force and effect during the term thereof.

IN WITNESS WHEREOF, the parties hereto have executed
this Amendment to the Agreement, in duplicate, as of the date
first hereinabove written.

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND
COMMITMENTS MADE BY THE BANK AFTER OCTOBER 3, 1989,
CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE
NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR
SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN
WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE
BANK TO BE ENFORCEABLE.

Borrower hereby acknowledges receipt of a copy of this
Amendment.


BARRETT BUSINESS SERVICES, INC. FIRST INTERSTATE BANK OF
OREGON, N.A.



By /s/ Jack D. Williamson, Jr. By /s/ Larry C. Ellis
Title Secretary/Treasurer Title AVP