CHARTER OF THE REGISTRANT, AS AMENDED

EXHIBIT 3

BARRETT BUSINESS SERVICES, INC.

CHARTER

as amended August 15, 1994


ARTICLE I

The name of this corporation (the "Corporation") is
Barrett Business Services, Inc.

ARTICLE II

The purposes for which the Corporation is formed are:

(a) To engage generally in the business of
supplying temporary and long-term employees to others.

(b) To engage in any other business deemed by it to
be desirable to facilitate, directly or indirectly the
business referred to above or to enhance the value of its
property, business, or rights.

(c) To engage in any lawful activity for which a
corporation may be formed under the Maryland General
Corporation Law.

ARTICLE III

(a) The aggregate number of shares which the
Corporation shall have authority to issue is 21,000,000 which
shall be divided into classes as follows:

Title of Class No. of Shares

Preferred Stock, $.01 par value
per share 500,000

Common Stock, $.01 par value
per share 20,500,000

When this amendment and restatement shall become effective and
without the necessity of any further action of any kind, each
previously issued and outstanding share of stock of the
Corporation of the par value of ten dollars a share shall be
reclassified and changed into and shall constitute
7,968.1274 shares of the Common Stock, $.01 par value, of the
Corporation, provided that any resulting fraction of share shall
be rounded to the nearest full share with fractions of .5 rounded
up. There shall be transferred from surplus to stated capital on
the Corporation's books at the time this amendment and
restatement becomes effective an amount equal to the difference
between the aggregate par value of the shares of Common Stock,
$.01 par value, issued and outstanding immediately after such
effective time and the aggregate par value of the shares of stock
of the par value of ten dollars a share issued and outstanding
immediately prior to such effective time.

(b) The preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends,
qualifications, and terms or conditions of redemption of each
class of stock of the Corporation shall be as follows:

(1) Preferred Stock:

The Board of Directors of the Corporation (the "Board of
Directors") may classify or reclassify any unissued Preferred
Stock from time to time by setting or changing the preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or
conditions of redemption of such Preferred Stock. Without
limiting the generality of the foregoing, the Board of Directors
shall have authority to classify and reclassify any unissued
Preferred Stock into as many series as the Board of Directors
shall from time to time determine, and to issue the Preferred
Stock in such series.

The description of shares of each series of Preferred
Stock shall be set forth in resolutions adopted by the Board of
Directors and in Articles Supplementary filed as required by law
from time to time prior to the issuance of any shares of such
series.

The Board of Directors is expressly authorized, prior to
issuance, by adopting resolutions providing for the issuance of,
or providing for a change in the number of, shares of any
particular series of Preferred Stock and, if and to the extent
from time to time required by law, by filing Articles
Supplementary to set or change the number of shares to be
included in each series of Preferred Stock and to set or change
in any one or more respects the designations, preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms and
conditions of redemption relating to the shares of each such
series. Notwithstanding the foregoing, the Board of Directors
shall not be authorized to change the right of the Common Stock
of the Corporation to vote one vote per share on all matters
submitted for stockholder action.

(2) Common Stock:

Except for and subject to the preferences, conversion or
other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption
of the Preferred Stock or any series thereof, as may be granted
pursuant to Section (b)(1) of this Article or except as may be
provided by the laws of Maryland, the holders of the Common Stock
shall have all other rights of stockholders including, without
limitation, (i) voting rights on all corporate matters on the
basis of one vote per share and the right to notices of meetings
and other corporate actions, (ii) the right to receive dividends
and other distributions when and as declared by the Board of
Directors out of assets legally available therefor, and (iii) in
the event of any liquidation, dissolution or winding up of the
Corporation, the right to receive the assets available for
distributions to stockholders.

(c) The Board of Directors may authorize the issuance
or sale from time to time of shares of stock by the Corporation
of any class, whether now or hereafter authorized, or securities
convertible into shares of its stock of any class, whether now or
hereafter authorized, for such consideration as the Board of
Directors may deem advisable, subject to such restrictions or
limitations, if any, as may be set forth in the Charter or bylaws
of the Corporation.

(d) No holder of any shares of any class of stock or
other security of the Corporation now or hereafter authorized
shall have any preemptive right or be entitled as a matter of
right as such holder to purchase, subscribe for or otherwise
acquire any shares of any stock of the Corporation of any class
now or hereafter authorized or any securities convertible into or
exchangeable for any such shares, or any warrants or other
instruments evidencing rights or options to subscribe for,
purchase or otherwise acquire any such shares, whether such
shares, securities, warrants or other instruments are now or
hereafter authorized or issued or issued and thereafter
reacquired by the Corporation, other than such, if any, as may be
fixed from time to time by the Board of Directors in its
discretion.

ARTICLE IV

The number of directors constituting the Board of
Directors shall be as fixed by the bylaws.

ARTICLE V

The Corporation shall indemnify each of its officers and
directors to the fullest extent permissible under the Maryland
General Corporation Law, as the same exists or may hereafter be
amended, against all liabilities, losses, judgments, penalties,
fines, settlements and reasonable expenses (including, without
limitation, attorneys' fees) incurred or suffered by such person
by reason of or arising from the fact that such person is or was
an officer or director of the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, and such indemnification shall
continue as to a person who has ceased to be a director, officer,
partner, trustee, employee, or agent and shall inure to the
benefit of his or her heirs, executors, and administrators. The
Corporation may, by action of the Board of Directors, provide
indemnification to employees and agents of the Corporation who
are not officers or directors with the same scope and effect as
the indemnification provided in this Article to officers and
directors. The indemnification provided in this Article shall
not be exclusive of any other rights, by indemnification or
otherwise, to which any officer or director may be entitled under
any statute, bylaw, agreement, resolution of stockholders or
directors, or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such
office.

ARTICLE VI

Officers and directors of the Corporation shall not be
liable to the Corporation or its stockholders for monetary
damages for conduct in their capacities as officers and directors
except to the extent that section 5-349 of the Courts and
Judicial Proceedings Article of the Annotated Code of Maryland,
as it now exists or may hereafter be amended, prohibits
elimination or limitation of officer and director liability. No
repeal or amendment of this Article or of section 5-349 of the
Courts and Judicial Proceedings Article of the Annotated Code of
Maryland shall adversely affect any right or protection of an
officer or director for actions or omissions prior to the repeal
or amendment.

ARTICLE VII

The power to adopt, alter and repeal the bylaws of the
Corporation shall be vested solely in the Board of Directors.

ARTICLE VIII

The affirmative vote of a majority of all votes of all
classes or any class of stock entitled to be cast on any matter
required to be submitted for consideration by the stockholders of
the Corporation including, without limitation, any proposed
merger, consolidation, share exchange, transfer, Charter
amendment, or dissolution required to be so submitted, shall
constitute approval by the stockholders of such matter
notwithstanding any provision of the Maryland General Corporation
Law requiring a greater proportion of the votes of all classes or
any class of stock on such matter.