DESCRIPTION OF CAPITAL STOCK

EXHIBIT 99

BARRETT BUSINESS SERVICES, INC.
DESCRIPTION OF CAPITAL STOCK

Barrett Business Services, Inc. (the "Company"), is
authorized to issue 500,000 shares of Preferred Stock, $.01 par
value, issuable in series and 20,500,000 shares of Common Stock,
$.01 par value.

Common Stock

Voting Rights. Shares of Common Stock are entitled to
one vote per share. Voting for directors is not cumulative. The
affirmative vote of a majority of the outstanding shares of the
voting capital stock of the Company is required for the removal
of a member of the Board of Directors.

Dividends. Holders of Common Stock are entitled to
dividends when, as and if declared by the Board of Directors out
of funds legally available therefor (subject to the rights of
holders of any preferred stock).

Liquidation Rights. Upon liquidation of the Company,
after payment or provision for all liabilities and payment of any
preferential amount in respect of Preferred Stock, holders of
Common Stock are entitled to receive liquidating distributions of
any remaining assets on a pro rata basis.

Other. Common Stock is not convertible into any other
class of security, is not entitled to the benefit of any sinking
fund provision and does not have any preemptive rights. All
outstanding shares of Common Stock are fully paid and
nonassessable.

Preferred Stock

The Board of Directors of the Company is authorized to
issue Preferred Stock in one or more series, and to determine the
preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and
terms or conditions of redemption of each series without any vote
or action of the stockholders of the Company. The issuance of
Preferred Stock in certain circumstances may have the effect of
delaying or preventing a change in control of the Company. The
issuance of Preferred Stock with voting and conversion rights may
adversely affect the voting power of the holders of Common Stock.

Anti-Takeover Provisions

The Company's Charter and bylaws contain provisions that
may have the effect of discouraging, delaying or preventing a
change in control of the Company. Under these provisions,
(i) the Board of Directors has the authority to issue up to
500,000 shares of Preferred Stock, with such rights and
preferences, including voting rights, as it may establish,
without further approval by the Company's stockholders and
(ii) the power to adopt, alter or repeal the Company's bylaws is
vested solely in the Board of Directors.

Maryland Control Share and Business Combination Statutes

The Company is subject to the Maryland control share act
(the "Control Share Act"). Under the Control Share Act, a person
(an "Acquiring Person") who acquires voting stock in a
transaction (a "Control Share Acquisition") which results in its
holding voting power within specified ranges cannot vote the
shares it acquires in the Control Share Acquisition ("control
shares") unless voting rights are accorded to such control shares
by the holders of two-thirds of the outstanding voting shares,
excluding the Acquiring Person and the Company's officers and
inside directors. The term Acquiring Person is broadly defined
to include persons acting as a group.

An Acquiring Person may, but is not required to, submit
to the Company an "Acquiring Person Statement" which delineates
certain information about the Acquiring Person and its plans for
acquiring the Company's stock and request the Company to call a
special meeting of stockholders to act on the question of its
voting rights.

If an Acquiring Person Statement is not delivered to the
Company within ten days after a Control Share Acquisition or if
the control shares are not accorded voting rights, the Company
will have the right, subject to certain conditions, to redeem the
control shares at fair value determined without regard to the
absence of voting rights. If an Acquiring Person's control
shares are accorded voting rights and its shares represent a
majority or more of all voting power, all stockholders of the
Company, other than the Acquiring Person, will have the right to
receive "fair value" for their shares, which may not be less than
the highest price paid per share by the Acquiring Person for its
shares in the Control Share Acquisition.

The Company is also subject to the provisions of the
Maryland General Corporation Law limiting the ability of certain
Maryland corporations to engage in specified business
combinations. Subject to certain exceptions, such provisions
prohibit a Maryland corporation from engaging in a business
combination with a stockholder who, with its affiliates, owns 10%
or more of the corporation's voting stock (an "Interested
Stockholder") unless (i) the corporation's board of directors
recommends the combination, (ii) stockholders holding 80% of the
voting stock approve the business combination, and
(iii) stockholders holding two-thirds of the voting stock not
owned by the Interested Stockholder approve the business
combination. In addition, an Interested Stockholder may not
engage in a business combination with the corporation for a
period of five years following the date he becomes an Interested
Stockholder. "Business combination" is defined to include any
merger with, any transfer of assets to, the provision of
financial assistance to, and certain transactions involving the
issuance of shares to, the Interested Stockholder. These
provisions do not apply, however, to business combinations that
are approved or exempted by the corporation's board of directors
before the stockholder became an Interested Stockholder.