SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)


Barrett Business Services, Inc.
(Name of Issuer)


Common Stock, $.01 par value
(Title of Class of Securities)


068463 10 8
(CUSIP Number)



William W. Sherertz
Barrett Business Services, Inc.
4724 S.W. Macadam Avenue
Portland, Oregon 97201
Telephone: (503) 220-0988
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)

Copy to:

Kenneth W. Hergenhan
Miller, Nash, Wiener, Hager & Carlsen
111 S.W. Fifth Avenue, Suite 3500
Portland, Oregon 97204
Telephone: (503) 224-5858

May 27, 1994
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the
statement [ ].



CUSIP No. 068463 10 8

1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons

William W. Sherertz
###-##-####

2. Check the Appropriate Box if a Member of a Group
[ ] (a)
[X] (b)

3. SEC Use Only



4. Source of Funds

OO, PF

5. [ ] Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

United States

Number of Shares Beneficially Owned by Each Reporting Person With:

7. Sole Voting Power

1,921,500

8. Shared Voting Power

-0-

9. Sole Dispositive Power

1,921,500

10. Shared Dispositive Power

-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person

1,921,500

12. [ ] Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares

13. Percent of Class Represented by Amount in Row 11

30.3 percent

14. Type of Reporting Person

IN
Item 1. Security and Issuer.

The title of the class of equity securities to which this
Amendment No. 1 to statement on Schedule 13D ("Statement") relates is
common stock, $.01 par value ("Common Stock") of Barrett Business
Services, Inc., a Maryland corporation ("Company"). The address of
the Company's principal executive offices is 4724 S.W. Macadam Avenue,
Portland, Oregon 97201.

Item 2. Identity and Background.

(a)-(c), (f) This Statement is filed by William W. Sherertz
("Mr. Sherertz"), whose business address is 4724 S.W. Macadam Avenue,
Portland, Oregon 97201. Mr. Sherertz's present principal occupation
is president of the Company. The Company provides light industrial,
clerical and technical employees to a wide range of businesses both on
a temporary and a longer-term leased basis. The Company's address is
set forth in Item 1. Mr. Sherertz is a citizen of the United States.

(d)-(e) During the last five years, Mr. Sherertz has not
(i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On October 28, 1991, Mr. Sherertz purchased from the Company
one share of its capital stock for $8,000. The funds used for the
purchase were Mr. Sherertz's personal funds and not funds he borrowed.
At the time of the purchase, the Company had outstanding
250 additional shares of capital stock, all of which were held by
Mr. Sherertz's spouse, Nancy B. Sherertz ("Mrs. Sherertz").

In a letter agreement ("Agreement") dated August 17, 1992,
Mr. and Mrs. Sherertz agreed to divide their holdings of Company
capital stock equally upon the closing of an underwriting agreement
for an initial public offering of Company capital stock. The
Agreement was entered into by Mrs. Sherertz for personal reasons based
on her marital relationship with Mr. Sherertz and also to recognize
his contribution to the Company's growth and his efforts to establish
a public market for the Common Stock.

In March 1993, the outstanding capital stock of the Company
was split into Common Stock at the rate of 7,968 shares for each
previously outstanding share of capital stock, and the shares
previously held by Mr. Sherertz and Mrs. Sherertz were changed into
7,968 and 1,992,032 shares of Common Stock, respectively.

On June 18, 1993, an underwritten initial public offering of
Common Stock by the Company closed and, pursuant to the Agreement,
Mrs. Sherertz transferred 992,032 shares of her Common Stock to
Mr. Sherertz.

On July 22, 1993, Mr. Sherertz purchased 2,000 shares of
Common Stock in an open market transaction for $16,500. The funds
used for the purchase were Mr. Sherertz's personal funds and not funds
that he borrowed.

On May 23, 1994, Mr. Sherertz became entitled to 1,002,000
additional shares of Common Stock as a result of the stock split
described in Item 5(c)(2)

Item 4. Purpose of Transaction.

As described in Item 3, Mrs. Sherertz transferred 992,032
shares of her Common Stock to Mr. Sherertz for personal reasons based
on their marital relationship and also to recognize Mr. Sherertz's
contribution to the Company's growth and his efforts to establish a
public market for the Common Stock. Mr. Sherertz has no plans or
proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company;

(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;

(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;

(d) Any change in the present board of directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;

(e) Any material change in the present capitalization or
dividend policy of the Company;

(f) Any other material change in the Company's business or
corporate structure;

(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;

(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;

(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a)-(b) Mr. Sherertz beneficially owns 1,921,500 shares of
Common Stock or 30.3 percent of the outstanding Common Stock.
Mr. Sherertz has sole power to vote and sole power to dispose of such
shares.

(c) During the past 60 days, there were no transactions in
Common Stock by Mr. Sherertz, except as follows:

(1) On May 20, 1994, Mr. Sherertz sold in an open market
transaction 40,000 shares of Common Stock (adjusted for the stock
split referred to below) at a price of $467,500.

(2) On May 23, 1994, the Company effected a two-for-one split
of the Common Stock in the form of a stock dividend payable
May 23, 1994, to holders of record on May 2, 1994. As a result of
the stock split, Mr. Sherertz became entitled to 1,002,000
additional shares of Common Stock, and the number of shares of
Common Stock subject to his incentive stock options was increased
from 70,000 to 140,000.

(3) On May 27, 1994, Mr. Sherertz sold in an open market
transaction 60,000 shares of Common Stock at a price of $697,500.

(d)-(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.

Except for the Agreement (which has been performed) and the
incentive stock options listed in Item 7(b), there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
between Mr. Sherertz and any other person with respect to any
securities of the Company, including but not limited to transfer or
voting of any of the securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

(a) Letter agreement between Nancy B. Sherertz and William W.
Sherertz dated August 17, 1992. Incorporated by reference to
Exhibit 10.6 to the Company's registration statement on Form S-3
(No. 33-61804) effective June 11, 1993.
(b) Incentive stock option dated June 18, 1993, to purchase
35,000 shares of Common Stock at $7.00 per share granted to
William W. Sherertz by the Company.*

(c) Incentive stock option dated February 18, 1994, to
purchase 35,000 shares of Common Stock at $19 per share granted to
William W. Sherertz by the Company. This exhibit is omitted
because it is in the same form as Exhibit (b) except for date and
exercise price.


__________

*Previously filed.




SIGNATURES


After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.


Dated: June 2, 1994 William W. Sherertz
William W. Sherertz

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations. (See 18 U.S.C. 1001.)