10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2006.

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission File No. 1-13998

Administaff, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	76-0479645 (I.R.S. Employer Identification No.)
19001 Crescent Springs Drive Kingwood, Texas (Address of principal executive offices)	77339 (Zip Code)

(Registrant’s Telephone Number, Including Area Code): (281) 358-8986

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o           Accelerated filer þ           Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     As of July 27, 2006, 28,009,595 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

TABLE OF CONTENTS

Part I
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 4. Controls and Procedures	31
Part II
Item 1. Legal Proceedings	32
Item 1a. Risk Factors	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 4. Submission of Matters to a Vote of Security Holders	34
Item 6. Exhibits	35
2001 Incentive Plan
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

PART I

ITEM 1. FINANCIAL STATEMENTS

ADMINISTAFF, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)

ASSETS

	June 30,			December 31,
	2006			2005
	(Unaudited)
Current assets:
Cash and cash equivalents	$	108,713		$	137,407
Restricted cash		31,224			27,580
Marketable securities		80,459			57,973
Accounts receivable:
Trade		2,128			5,225
Unbilled		93,212			91,258
Other		1,637			1,928
Prepaid insurance		5,100			9,218
Other current assets		6,006			4,664
Income taxes receivable		2,365			—
Deferred income taxes		3,931			3,308
Total current assets		334,775			338,561
Property and equipment:
Land		2,920			2,920
Buildings and improvements		59,490			58,264
Computer hardware and software		61,711			58,194
Software development costs		19,463			18,435
Furniture and fixtures		29,892			28,748
Vehicles and aircraft		22,138			22,366
		195,614			188,927
Accumulated depreciation and amortization		(111,344	)		(105,307	)
Total property and equipment, net		84,270			83,620
Other assets:
Prepaid insurance		11,000			11,000
Deposits – healthcare		2,161			954
Deposits – workers’ compensation		42,936			55,421
Goodwill and other intangible assets		4,991			5,018
Other assets		711			865
Total other assets		61,799			73,258
Total assets	$	480,844		$	495,439

- 3 -

ADMINISTAFF, INC.
CONSOLIDATED BALANCE SHEETS (Continued)
(in thousands)

LIABILITIES AND STOCKHOLDERS’ EQUITY

	June 30,			December 31,
	2006			2005
	(Unaudited)
Current liabilities:
Accounts payable	$	3,946		$	4,979
Payroll taxes and other payroll deductions payable		82,491			101,293
Accrued worksite employee payroll cost		83,986			78,393
Accrued health insurance costs		3,863			3,495
Accrued workers’ compensation costs		33,262			30,212
Accrued corporate payroll and commissions		12,256			17,801
Other accrued liabilities		7,414			7,453
Current portion of long-term debt		562			1,700
Total current liabilities		227,780			245,326
Noncurrent liabilities:
Long-term debt		1,464			33,190
Accrued workers’ compensation costs		37,747			32,692
Deferred income taxes		2,873			1,802
Total noncurrent liabilities		42,084			67,684
Commitments and contingencies
Stockholders’ equity:
Common stock		309			309
Additional paid-in capital		133,857			119,573
Deferred compensation expense		—			(2,931	)
Treasury stock, at cost		(50,300	)		(45,614	)
Accumulated other comprehensive loss, net of tax		(172	)		(153	)
Retained earnings		127,286			111,245
Total stockholders’ equity		210,980			182,429
Total liabilities and stockholders’ equity	$	480,844		$	495,439

See accompanying notes.

- 4 -

ADMINISTAFF, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Revenues (gross billings of $1.910 billion, $1.559 billion, $3.822 billion and $3.133 billion, less worksite employee payroll cost of $1.573 billion, $1.279 billion, $3.124 billion and $2.555 billion, respectively)	$	337,778		$	279,884		$	698,414		$	578,860
Direct costs:
Payroll taxes, benefits and workers’ compensation costs		269,562			223,549			562,205			468,497
Gross profit		68,216			56,335			136,209			110,363
Operating expenses:
Salaries, wages and payroll taxes		29,440			24,634			57,664			47,965
Stock-based compensation		1,068			367			1,357			1,405
General and administrative expenses		13,876			12,818			29,851			26,601
Commissions		2,709			2,488			5,542			4,852
Advertising		3,319			1,524			5,702			4,399
Depreciation and amortization		3,829			3,649			7,724			7,406
		54,241			45,480			107,840			92,628
Operating income		13,975			10,855			28,369			17,735
Other income (expense):
Interest income		3,008			1,330			5,817			2,452
Interest expense		(392	)		(571	)		(1,062	)		(1,115	)
Other, net		(7	)		6			112			(13	)
Income before income taxes		16,584			11,620			33,236			19,059
Income tax expense		6,087			4,336			12,198			7,185
Net income	$	10,497		$	7,284		$	21,038		$	11,874
Basic net income per share of common stock	$	0.38		$	0.28		$	0.77		$	0.46
Diluted net income per share of common stock	$	0.37		$	0.28		$	0.74		$	0.45

See accompanying notes.

- 5 -

ADMINISTAFF, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
SIX MONTHS ENDED JUNE 30, 2006
(in thousands)
(Unaudited)

														Accumulated
	Common Stock				Additional			Deferred						Other
	Issued				Paid-In			Compensation			Treasury			Comprehensive			Retained
	Shares		Amount		Capital			Expense			Stock			Income (Loss)			Earnings			Total
Balance at December 31, 2005		30,839	$	309	$	119,573		$	(2,931	)	$	(45,614	)	$	(153	)	$	111,245		$	182,429
Purchase of treasury stock		—		—		—			—			(13,897	)		—			—			(13,897	)
Exercise of stock options		—		—		3,194			—			10,539			—			—			13,733
Income tax benefit from stock-based compensation		—		—		10,948			—			—			—			—			10,948
Cumulative effect of change in accounting principle		—		—		(684	)		2,931			(2,296	)		—			—			(49	)
Stock-based compensation expense		—		—		552			—			854			—			—			1,406
Other		—		—		274			—			114			—			—			388
Dividends paid		—		—		—			—			—			—			(4,997	)		(4,997	)
Change in unrealized gain on marketable securities, net of tax:
Unrealized loss		—		—		—			—			—			(19	)		—			(19	)
Net income		—		—		—			—			—			—			21,038			21,038
Comprehensive income																					21,019
Balance at June 30, 2006		30,839	$	309	$	133,857		$	—		$	(50,300	)	$	(172	)	$	127,286		$	210,980

See accompanying notes.

- 6 -

ADMINISTAFF, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

	Six Months Ended
	June 30,
	2006			2005
Cash flows from operating activities:
Net income	$	21,038		$	11,874
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,934			7,567
Stock-based compensation		1,357			1,405
Deferred income taxes		458			(1,368	)
Changes in operating assets and liabilities:
Restricted cash		(3,644	)		(3,627	)
Accounts receivable		1,434			(10,959	)
Prepaid insurance		6,121			(6,939	)
Other current assets		(1,342	)		442
Other assets		11,203			20,732
Accounts payable		(1,033	)		(1,445	)
Payroll taxes and other payroll deductions payable		(18,802	)		(4,554	)
Accrued worksite employee payroll expense		5,593			43,966
Accrued health insurance costs		(1,635	)		(808	)
Accrued workers’ compensation costs		8,105			10,928
Other accrued liabilities		(5,584	)		631
Income taxes payable/receivable		(2,365	)		312
Total adjustments		7,800			56,283
Net cash provided by operating activities		28,838			68,157
Cash flows from investing activities:
Marketable securities:
Purchases		(49,410	)		(1,752	)
Proceeds from maturities		26,830			—
Proceeds from dispositions		50			1,606
Cash exchanged for note receivable		—			(600	)
Property and equipment:
Purchases		(8,391	)		(3,778	)
Proceeds from dispositions		78			75
Net cash used in investing activities		(30,843	)		(4,449	)

- 7 -

ADMINISTAFF, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in thousands)
(Unaudited)

	Six Months Ended
	June 30,
	2006			2005
Cash flows from financing activities:
Purchase of treasury stock	$	(13,897	)	$	(9,276	)
Dividends paid		(4,997	)		(3,621	)
Principal repayments on long-term debt and capital lease obligations		(32,864	)		(820	)
Proceeds from the exercise of stock options		13,733			8,208
Income tax benefit from stock-based compensation		10,948			—
Other		388			302
Net cash used in financing activities		(26,689	)		(5,207	)
Net increase (decrease) in cash and cash equivalents		(28,694	)		58,501
Cash and cash equivalents at beginning of period		137,407			81,740
Cash and cash equivalents at end of period	$	108,713		$	140,241
Supplemental disclosures:
Cash paid for income taxes	$	3,425		$	8,528
Cash paid for interest	$	994		$	1,056

See accompanying notes.

- 8 -

ADMINISTAFF, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2006

1. Basis of Presentation

     Administaff, Inc. (“the Company”) is a professional employer organization (“PEO”). As a PEO, the Company provides a bundled comprehensive service for its clients in the area of personnel management. The Company provides its comprehensive service through its Personnel Management System, which encompasses a broad range of human resource functions, including payroll and benefits administration, health and workers’ compensation insurance programs, personnel records management, employer liability management, employee recruiting and selection, employee performance management, and employee training and development. For the six months ended June 30, 2006 and 2005, revenues from the Company’s Texas markets represented 36% and 39%, respectively, of the Company’s total revenues.

     The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

     The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

     The accompanying consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2005. The Consolidated Balance Sheet at December 31, 2005, has been derived from the audited financial statements at that date, but does not include all of the information or footnotes required by generally accepted accounting principles for complete financial statements. The Company’s Consolidated Balance Sheet at June 30, 2006, and the Consolidated Statements of Operations, Cash Flows and Stockholders’ Equity for the periods ended June 30, 2006 and 2005, have been prepared by the Company without audit. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows, have been made.

     The results of operations for the interim periods are not necessarily indicative of the operating results for a full year or of future operations.

Stock-Based Compensation

     At June 30, 2006, the Company has three stock-based employee compensation plans. Prior to January 1, 2006, the Company accounted for these plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Effective January 1, 2006, the Company began accounting for these plans under the recognition and measurement principles of Financial Accounting Standards Board (FASB) Statement No. 123 (revised 2004), Share-Based Payment

- 9 -

(“Statement 123(R)”). Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company adopted Statement 123(R) using the “modified prospective” method in which compensation cost is recognized beginning with the effective date: (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date; and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date.

     During the first quarter of 2005, the Company accelerated the vesting of all outstanding stock options, resulting in the recognition of $790,000 ($487,000, net of taxes) of stock-based compensation expense. Because the Company accelerated the vesting of all outstanding stock options during the first quarter of 2005, the adoption of SFAS 123(R) did not have a material impact on our results of operations in the first half of 2006. The cumulative effect of the change in accounting principle associated with the adoption of Statement 123(R) resulted in a $50,000 reduction in stock-based compensation and the reclassification of $2.9 million in previously recognized deferred compensation to additional paid-in capital and treasury stock.

     The Company generally makes annual grants of restricted and unrestricted stock under its stock-based employee compensation plans to its directors, officers and other management. Restricted stock grants to officers and other management vest over three years from the date of grant. Annual stock grants issued to directors are 100% vested on the grant date. Shares of restricted stock are based on market value on date of grant and the associated expense less estimated forfeitures is recognized over the vesting period. During the first six months of 2006 and 2005, the Company recognized $1.4 million ($859,000 net of taxes), and $615,000 ($383,000 net of taxes), respectively, of stock-based compensation expense associated with the stock grants. As of June 30, 2006, unrecognized compensation expense associated with the non-vested shares outstanding was $9.8 million and is expected to be recognized over a weighted average period of thirty-one months.

- 10 -

     The following table illustrates the effect on net income and net income per share in the second quarter and first six months of 2005 had the Company applied the fair value recognition provisions of Statement 123(R) to stock-based employee compensation.

	Three Months Ended			Six Months Ended
	June 30, 2005			June 30, 2005
	(in thousands except per share amounts)
Net income as reported	$	7,284		$	11,874
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(215	)		(506	)
Pro forma net income	$	7,069		$	11,368
Net income per share:
Basic – as reported	$	0.28		$	0.46
Basic – pro forma	$	0.27		$	0.44
Diluted – as reported	$	0.28		$	0.45
Diluted – pro forma	$	0.27		$	0.43

     The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in the Company’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

2. Accounting Policies

Health Insurance Costs

     The Company provides health insurance coverage to its worksite employees through a national network of carriers including UnitedHealthcare (“United”), Cigna Healthcare, PacifiCare, Kaiser Permanente, Blue Cross and Blue Shield of Georgia, Blue Shield of California and Tufts, all of which provide fully insured policies or service contracts.

- 11 -

     The policy with United, which was first obtained in January 2002, provides the majority of the Company’s health insurance coverage. As a result of certain contractual terms, the Company has accounted for this plan since its inception using a partially self-funded insurance accounting model. Accordingly, Administaff records the costs of the United Plan, including an estimate of the incurred claims, taxes and administrative fees (collectively the “Plan Costs”) as benefits expense in the Consolidated Statements of Operations. The estimated incurred claims are based upon: (i) the level of claims processed during the quarter; (ii) recent claim development patterns under the plan; and (iii) the number of participants in the plan. Each reporting period, changes in the estimate of ultimate costs resulting from claims trends, plan design and migration, participant demographics and other factors are incorporated into the reported benefits costs. As a result, the Company reduced the estimated outstanding incurred but not reported claims by $1.9 million, or 0.7%, of total benefits cost during the six months ended June 30, 2006.

     Additionally, since the plan’s inception in January 2002, under the terms of the contract, United establishes cash funding rates 90 days in advance of the beginning of a reporting quarter. If the Plan Costs for a reporting quarter are greater than the cash funded to United, a deficit in the plan would be incurred and the Company would accrue a liability for the excess costs on its Consolidated Balance Sheet. On the other hand, if the Plan Costs for the reporting quarter are less than the cash funded to United, a surplus in the plan would be incurred and the Company would record an asset for the excess premiums on its Consolidated Balance Sheet. The terms of the arrangement require Administaff to maintain an accumulated cash surplus in the plan of $11 million, which is reported as long-term prepaid insurance. As of June 30, 2006, Plan Costs were less than the net cash funded to United by $12.8 million. As this amount is in excess of the agreed-upon $11 million surplus maintenance level, the $1.8 million balance is included in prepaid insurance, a current asset, on the Company’s Consolidated Balance Sheet.

Workers’ Compensation Costs

     In September 2005, the Company renewed its workers’ compensation program with selected member insurance companies of American International Group, Inc. (“AIG”). Under its arrangement with AIG, which ends on September 30, 2006, the Company bears the economic burden for the first $1 million layer of claims per occurrence. AIG bears the economic burden for all claims in excess of such first $1 million layer. The policies are fully insured, whereby AIG has the responsibility to pay all claims incurred under the policies regardless of whether the Company satisfies its responsibilities. As of June 30, 2006, the total collateral held by AIG was $7.7 million, which is included in deposits in the Company’s Consolidated Balance Sheets.

     Under its arrangement with AIG, the Company makes monthly payments to AIG comprised of premium costs and funds to be set aside for payment of future claims (“claim funds”). The claim funds are retained and held by AIG until claims are submitted and processed for payment to the insured. During the quarter ended June 30, 2006, $25.7 million in excess funding related primarily to the 2004-2005 policy year was returned to Administaff from AIG. As of June 30, 2006, the total claim funds held by AIG was $66.4 million, of which $31.2 million is included in restricted cash and $35.2 million is included in deposits in the Company’s Consolidated Balance Sheets.

- 12 -

     The Company employs a third party actuary to estimate its workers’ compensation claims cost based on worksite employee payroll levels, the nature of the worksite employees’ job responsibilities, historical paid claim data and other actuarial assumptions. Each reporting period, changes in the actuarial assumptions resulting from changes in actual claims experience and other trends are incorporated into the Company’s workers’ compensation claims cost estimates. During the six months ended June 30, 2006, the Company reduced accrued workers’ compensation costs by $4.4 million for changes in estimated losses related to prior reporting periods. As of June 30, 2006, the Company has estimated $69.0 million in outstanding workers’ compensation claims, net of paid claims, and recorded such amounts in accrued workers’ compensation costs in the Company’s Consolidated Balance Sheets. During the six month period ended June 30, 2006, workers’ compensation cost estimates were discounted to present value at an average rate of 4.8%. Workers’ compensation costs are accreted over the estimated claim payment period, and included as a component of workers’ compensation costs in the Company’s Consolidated Statements of Operations.

     The following table provides the activity and balances related to accrued workers’ compensation claims for the six months ended June 30, 2006 (in thousands):

December 31, 2005	$	60,272
Accrued claims		22,757
Present value discount		(3,326	)
Paid claims		(10,732	)
June 30, 2006	$	68,971
Current portion of accrued claims	$	31,224
Long-term portion of accrued claims		37,747
	$	68,971

3. Debt Obligations

     In May 2006, the Company repaid the $32.3 million outstanding balance on its variable rate mortgage.

4. Stockholders’ Equity

     In May 2006, the Company’s Board of Directors authorized an additional 500,000 shares in its share repurchase program, increasing the total share authorization to 8,500,000 shares of the Company’s outstanding common stock. The Company repurchased 324,911 shares at a total cost of $13.9 million during the six months ended June 30, 2006. Since 1999, the Company has repurchased 7,726,534 shares under this authorization at a total cost of $108.9 million.

     During each quarter of 2006, the board of directors declared quarterly dividends of $0.09 per share of common stock. During the six months ended June 30, 2006, a total of $5.0 million in dividend payments has been made.

- 13 -

5. Income Taxes

     The Company’s provision for income taxes differed from the U.S. statutory rate of 35% primarily due to state income taxes and non-deductible expenses. The income tax rate for the six months ended June 30, 2006 was 36.7%.

6. Net Income Per Share

     The numerator used in the calculations of both basic and diluted net income per share for all periods presented was net income. The denominator for each period presented was determined as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2006		2005		2006		2005
Basic net income per share – weighted average shares outstanding		27,663		25,739		27,433		25,694
Effect of dilutive securities:
Common stock options – treasury stock method		898		668		1,040		550
Diluted net income per share – weighted average shares outstanding plus effect of dilutive securities		28,561		26,407		28,473		26,244
Potentially dilutive securities not included in weighted average share calculation due to anti-dilutive effect		—		1,808		—		2,914

7. Commitments and Contingencies

     The Company is a defendant in various lawsuits and claims arising in the normal course of business. Management believes it has valid defenses in these cases and is defending them vigorously. While the results of litigation cannot be predicted with certainty, management believes the final outcome of such litigation will not have a material adverse effect on the Company’s financial position or results of operations, except as set forth below.

Class Action Litigation

     On June 13, 2003, a class action lawsuit was filed against the Company in the United States District Court for the Southern District of Texas on behalf of purchasers of the Company’s common stock alleging violations of the federal securities laws. After that date, six similar class actions were filed against the Company in that court. Those lawsuits also named as defendants certain of the Company’s officers and directors. In May 2004, the lead plaintiff filed its Consolidated Complaint, which amended and consolidated the seven previously filed cases. In June 2004, the Company filed a motion to dismiss the Consolidated Complaint. On March 30, 2006, the court granted the Company’s motion to dismiss and thereafter entered a final order of dismissal with prejudice. The lead plaintiff did not file a notice of appeal by the deadline to do so. Accordingly, this matter is now concluded.

- 14 -

State Unemployment Taxes

     The Company records its state unemployment (“SUI”) tax expense based on taxable wages and tax rates assigned by each state. State unemployment tax rates vary by state and are determined, in part, based on prior years’ compensation experience in each state. Prior to the receipt of final tax rate notices, the Company estimates its expected SUI tax rate in those states for which tax rate notices have not yet been received.

     In December 2001, as a result of the 2001 corporate reorganization, the Company filed for a transfer of its reserve account with the Employment Development Department of the State of California (“EDD”). The EDD approved the Company’s request for transfer of its reserve account in May 2002 and also notified the Company of its new contribution rates based upon the approved transfer. In December 2003, the Company received a Notice of Duplicate Accounts and Notification of Assessment (“Notice”) from the Employment Development Department of the State of California (“EDD”). The Notice stated that the EDD was collapsing the accounts of the Company’s subsidiaries into the account of the entity with the highest unemployment tax rate. The Notice also retroactively imposed the higher unemployment insurance rate on all the Company’s California employees for 2003, resulting in an assessment of $5.6 million. In January 2004, the Company filed a petition with an administrative law judge of the California Unemployment Insurance Appeals Board (“ALJ”) to protest the Notice. Pending a resolution of its protest, in the fourth quarter of 2003 the Company accrued and recorded at the higher assessed rate for all of 2003.

     In June 2004, the Company agreed to settle its dispute with the EDD for $3.3 million (“Settlement”). Based upon receipt of written acknowledgement of this agreement, the Company reduced its accrued payroll tax liability and payroll tax expense by $2.3 million during the quarter ended June 30, 2004. The Settlement was subject to the final approval by EDD’s legal department, the California Attorney General’s office and the ALJ. In October 2004, the legal department of the EDD verbally indicated they considered the previously agreed-upon settlement amount to be insufficient and suggested a settlement amount of $5.2 million. The Company and the State of California continued discussions, but in February 2005, the Company was notified that the EDD had rejected the Company’s settlement offer and that the matter will proceed with the appeals process with the ALJ. If the outcome of the appeals process is unfavorable and the company is assessed additional interest and penalties, the Company may recognize an increase in its payroll tax expense in a future period. Conversely, if the outcome of the appeals process is favorable to the Company, the Company may recognize a decrease in its payroll tax expense in a future period.

- 15 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     The following discussion should be read in conjunction with our 2005 annual report on Form 10-K, as well as with our consolidated financial statements and notes thereto included in this quarterly report on Form 10-Q.

Critical Accounting Policies and Estimates

     Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to health and workers’ compensation insurance claims experience, state unemployment taxes, client bad debts, income taxes, property and equipment and contingent liabilities. Management bases these estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

     We believe the following accounting policies are critical and/or require significant judgments and estimates used in the preparation of our consolidated financial statements:

•

Benefits costs – We provide health insurance coverage to our worksite employees through a national network of carriers including UnitedHealthcare (“United”), Cigna Healthcare, PacifiCare, Kaiser Permanente, Blue Cross and Blue Shield of Georgia, Blue Shield of California and Tufts, all of which provide fully insured policies or service contracts.

The policy with United, which was first obtained in January 2002, provides the majority of our health insurance coverage. As a result of certain contractual terms, we have accounted for this plan since its inception using a partially self-funded insurance accounting model. Accordingly, we record the costs of the United Plan, including an estimate of the incurred claims, taxes and administrative fees (collectively the “Plan Costs”), as benefits expense in the Consolidated Statements of Operations. The estimated incurred claims are based upon: (i) the level of claims processed during the quarter; (ii) recent claim development patterns under the plan; and (iii) the number of participants in the plan. Each reporting period, changes in the estimate of ultimate costs resulting from claims trends, plan design and migration, participant demographics and other factors are incorporated into the reported benefits costs. As a result, the Company reduced the estimated outstanding incurred but not reported claims by $1.9 million, or 0.7%, of total benefits cost during the six months ended June 30, 2006.

- 16 -

	Additionally, since the plan’s inception in January 2002, under the terms of the contract, United establishes cash funding rates 90 days in advance of the beginning of a reporting quarter. If the Plan Costs for a reporting quarter are greater than the cash funded to United, a deficit in the plan would be incurred and we would accrue a liability for the excess costs on our Consolidated Balance Sheet. On the other hand, if the Plan Costs for the reporting quarter are less than the cash funded to United, a surplus in the plan would be incurred and we would record an asset for the excess premiums on our Consolidated Balance Sheet. The terms of the arrangement require Administaff to maintain an accumulated cash surplus in the plan of $11 million, which is reported as long-term prepaid insurance. As of June 30, 2006, Plan Costs were less than the net cash funded to United by $12.8 million. As this amount is in excess of the agreed-upon $11 million surplus maintenance level, the $1.8 million balance is included in prepaid insurance, a current asset, on the Company’s Consolidated Balance Sheet.
•	State unemployment taxes – We record our state unemployment (“SUI”) tax expense based on taxable wages and tax rates assigned by each state. State unemployment tax rates vary by state and are determined, in part, based on prior years’ compensation experience in each state. Prior to the receipt of final tax rate notices, we estimate our expected SUI tax rate in those states for which tax rate notices have not yet been received.
	In December 2001, as a result of the 2001 corporate reorganization, we filed for a transfer of our reserve account with the Employment Development Department of the State of California (“EDD”). The EDD approved our request for transfer of our reserve account in May 2002, and notified us of our new contribution rates based upon the approved transfer. In December 2003, we received a Notice of Duplicate Accounts and Notification of Assessment (“Notice”) from the Employment Development Department of the State of California (“EDD”). The Notice stated that the EDD was collapsing the accounts of Administaff’s subsidiaries into the account of the entity with the highest unemployment tax rate. The Notice also retroactively imposed the higher unemployment insurance rate on all our California employees for 2003, resulting in an assessment of $5.6 million. In January 2004, we filed a petition with an administrative law judge of the California Unemployment Insurance Appeals Board (“ALJ”) to protest the Notice. Pending a resolution of our protest, in the fourth quarter of 2003 we accrued and recorded at the higher assessed rate for all of 2003.
	In June 2004, we agreed to settle our dispute with the EDD for $3.3 million (“Settlement”). Based upon receipt of written acknowledgement of this agreement, we reduced our accrued payroll tax liability and payroll tax expense by $2.3 million during the quarter ended June 30, 2004. The Settlement was subject to the final approval by EDD’s legal department, the California Attorney General’s office and the ALJ. In October 2004, the legal department of the EDD verbally indicated they considered the previously agreed-upon settlement amount to be insufficient and suggested a settlement amount of $5.2 million. We continued discussions with the State of California, but in February 2005, we were notified that the EDD had rejected our settlement offer and that the matter will proceed with the appeals process with the ALJ. If the outcome of the appeals process is unfavorable and we are assessed additional interest and penalties, we may recognize an increase in our payroll tax expense in a future

- 17 -

	period. Conversely, if the outcome of the appeals process is favorable to us, we may recognize a decrease in our payroll tax expense in a future period.
•	Workers’ compensation costs – On September 1, 2003, we obtained an annual workers’ compensation policy with selected member insurance companies of American International Group, Inc. (“AIG”). This policy was subsequently renewed in September 2004 and September 2005. Under our arrangement with AIG, we bear the economic burden for the first $1 million layer of claims per occurrence. AIG bears the economic burden for all claims in excess of such first $1 million layer. The policies are fully insured whereby AIG has the responsibility to pay all claims incurred under the policies regardless of whether we satisfy our responsibilities.
	Because we bear the economic burden of the first $1 million layer of claims per occurrence, such claims, which are the primary component of our workers’ compensation costs, are recorded in the period incurred. Workers compensation insurance includes ongoing healthcare and indemnity coverage whereby claims are paid over numerous years following the date of injury. Accordingly, the accrual of related incurred costs in each reporting period includes estimates, which take into account the ongoing development of claims and therefore requires a significant level of judgment. Our management estimates our workers’ compensation costs by applying an aggregate loss development rate to worksite employee payroll levels.
	We employ a third party actuary to estimate our loss development rate, which is primarily based upon the nature of worksite employees’ job responsibilities, the location of worksite employees, the historical frequency and severity of workers compensation claims, and an estimate of future cost trends. Each reporting period, changes in the actuarial assumptions resulting from changes in actual claims experience and other trends are incorporated into the Company’s workers’ compensation claims cost estimates. During the six months ended June 30, Administaff reduced accrued workers’ compensation costs by $4.4 million in 2006 and $3.2 million in 2005 for changes in estimated losses related to prior reporting periods. Workers’ compensation cost estimates are discounted to present value at a rate based upon the U.S. Treasury rates that correspond with the weighted average estimated claim payout period (the average discount rate utilized in 2006 and 2005 was 4.8% and 3.5%, respectively) and are accreted over the estimated claim payment period and included as a component of direct costs in our Consolidated Statements of Operations.
•	Contingent liabilities – We accrue and disclose contingent liabilities in our consolidated financial statements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5, Accounting for Contingencies. SFAS No. 5 requires accrual of contingent liabilities that are considered probable to occur and can be reasonably estimated. For contingent liabilities that are considered reasonably possible to occur, financial statement disclosure is required, including the range of possible loss if it can be reasonably determined. We have disclosed in our financial statements several issues that we believe are reasonably possible to occur, although we cannot determine the range of possible loss in all cases. As these issues develop, we will continue to evaluate the probability of future loss and the potential range of such losses. If such evaluation were to determine that a loss was probable

- 18 -

	and the loss could be reasonably estimated, we would be required to accrue our estimated loss, which would reduce net income in the period such determination was made.
•	Deferred taxes – We have recorded a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, our ability to realize our deferred tax assets could change from our current estimates. If we determine we will be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to reduce the valuation allowance would increase net income in the period that such determination is made. Likewise, should we determine we will not be able to realize all or part of our net deferred tax assets in the future, an adjustment to increase the valuation allowance would reduce net income in the period such determination is made.
•	Allowance for doubtful accounts – We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our clients to pay our comprehensive service fees. We believe the success of our business is heavily dependent on our ability to collect these comprehensive service fees for several reasons, including:

• the fact that we are at risk for the payment of our direct costs and worksite employee payroll costs regardless of whether our clients pay their comprehensive service fees;

• the large volume and dollar amount of transactions we process; and

• the periodic and recurring nature of payroll, upon which the comprehensive service fees are based.

To mitigate this risk, we have established very tight credit policies. We generally require our clients to pay their comprehensive service fees no later than one day prior to the applicable payroll date. In addition, we maintain the right to terminate our Client Service Agreement and associated worksite employees or to require prepayment, letters of credit or other collateral upon deterioration in a client’s financial position or upon nonpayment by a client. As a result of these efforts, losses related to client nonpayment have historically been low as a percentage of revenues. However, if our clients’ financial condition were to deteriorate rapidly, resulting in nonpayment, our accounts receivable balances could grow and we could be required to provide for additional allowances, which would decrease net income in the period that such determination was made.

•

Property and equipment – Our property and equipment relate primarily to our facilities and related improvements, furniture and fixtures, computer hardware and software and capitalized software development costs. These costs are depreciated or amortized over the estimated useful lives of the assets. If the useful lives of these assets were determined to be shorter than their current estimates, our depreciation and amortization expense could be accelerated, which would decrease net income in the periods of such a determination. In addition, we periodically evaluate these costs for impairment in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets. If events or circumstances were to indicate that any of our long-lived assets might be impaired, we would analyze the estimated undiscounted future cash flows to be generated from the applicable

- 19 -

asset. In addition, we would record an impairment loss, which would reduce net income, to the extent the carrying value of the asset exceeded the fair value of the asset. Fair value is generally determined using an estimate of discounted future net cash flows from operating activities or upon disposal of the asset.

•

Goodwill and other intangibles – The December 2005 acquisition of HRTools.com and associated software applications included certain identifiable intangible assets and goodwill implied in the purchase price. The goodwill and intangible assets are subject to the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). In accordance with SFAS 142, goodwill is tested for impairment on an annual basis and between annual tests in certain circumstances, and written down when impaired. Furthermore, SFAS 142 requires purchased intangible assets other than goodwill to be amortized over their useful lives unless these lives are determined to be indefinite. Our purchased intangible assets are carried at cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, five to ten years.

New Accounting Pronouncement

     Effective January 1, 2006, the Company adopted Statement No. 123(R). Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. We adopted Statement 123(R) using the “modified prospective” method in which compensation cost is recognized beginning with the effective date: (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date; and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date.

     Because the Company accelerated the vesting of all outstanding stock options during the first quarter of 2005, the adoption of SFAS 123(R) did not have a material impact on our results of operations in the first half of 2006. The cumulative effect of the change in accounting principle associated with the adoption of Statement 123(R) resulted in a $50,000 reduction in stock-based compensation and the reclassification of $2.9 million in previously recognized deferred compensation to additional paid-in capital and treasury stock related to restricted stock awards.

- 20 -

Results of Operations

     Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005.

     The following table presents certain information related to Administaff’s results of operations for the three months ended June 30, 2006 and 2005.

	Three months ended
	June 30,
	2006		2005		% Change
	(in thousands, except per share and statistical data)
Revenues (gross billings of $1.910 billion and $1.559 billion, less worksite employee payroll cost of $1.573 billion and $1.279 billion, respectively)	$	337,778	$	279,884		20.7	%
Gross profit		68,216		56,335		21.1	%
Operating expenses		54,241		45,480		19.3	%
Operating income		13,975		10,855		28.7	%
Other income		2,609		765		241.0	%
Net income		10,497		7,284		44.1	%
Diluted net income per share of common stock		0.37		0.28		32.1	%
Statistical Data:
Average number of worksite employees paid per month		99,839		86,868		14.9	%
Revenues per worksite employee per month (1)	$	1,128	$	1,074		5.0	%
Gross profit per worksite employee per month		228		216		5.6	%
Operating expenses per worksite employee per month		181		175		3.4	%
Operating income per worksite employee per month		47		42		11.9	%
Net income per worksite employee per month		35		28		25.0	%

⁽¹⁾ Gross billings of $6,378 and $5,983 per worksite employee per month less payroll cost of $5,250 and $4,909 per worksite employee per month, respectively.

     Revenues

     Our revenues for the second quarter of 2006 increased 20.7% over the 2005 period due to a 14.9% increase in the average number of worksite employees paid per month and a 5.0%, or $54, increase in revenues per worksite employee per month.

- 21 -

     By region, our revenue growth over the second quarter of 2005 and revenue distribution for the quarter ended June 30, 2006 were as follows:

	Three months ended June 30,							Three months ended June 30,
	2006		2005		% Change			2006			2005
	(in thousands)							(% of total revenues)
Northeast	$	58,821	$	42,666		37.9	%		17.4	%		15.2	%
Southeast		31,340		24,157		29.7	%		9.3	%		8.6	%
Central		46,595		35,967		29.5	%		13.8	%		12.9	%
Southwest		122,815		110,474		11.2	%		36.3	%		39.5	%
West		75,951		64,918		17.0	%		22.5	%		23.2	%
Other revenue		2,256		1,702		32.6	%		0.7	%		0.6	%
Total revenue	$	337,778	$	279,884		20.7	%		100.0	%		100.0	%

     Our growth rate is affected by three primary sources – new client sales, client retention and the net change in existing clients through worksite employee new hires and layoffs. During the second quarter of 2006, new client sales and the net change in existing clients improved, while client retention, measured as a percentage of the worksite employee base, remained relatively flat compared to the 2005 period.

     Gross Profit

     Gross profit for the second quarter of 2006 increased 21.1% to $68.2 million compared to the second quarter of 2005. The average gross profit per worksite employee increased 5.6% to $228 per month in the 2006 period from $216 per month in the 2005 period. Our pricing objectives attempt to maintain or improve the gross profit per worksite employee by increasing revenue per worksite employee to match or exceed changes in primary direct costs and operating expenses.

     While our revenues increased 5.0% per worksite employee per month, our primary direct costs, which include payroll taxes, benefits and workers’ compensation expenses, increased 4.9% to $900 per worksite employee per month in the second quarter of 2006 versus $858 in the second quarter of 2005.

• Payroll tax costs – Payroll taxes increased $20 per worksite employee per month compared to the second quarter of 2005, due to a 6.9% increase in average payroll cost per worksite employee per month. Payroll taxes as a percentage of payroll cost declined from 7.56% in the 2005 period to 7.45% in the 2006 period, as worksite employees reached their taxable wage limit earlier in 2006 due to increased payroll averages and bonus levels. Please read “Critical Accounting Policies and Estimates – State Unemployment Taxes” on page 17 for a discussion of the Company’s accounting for state unemployment taxes.

• Benefits costs – The cost of health insurance and related employee benefits increased $30 per worksite employee per month compared to the second quarter of 2005. This increase was due to a 6.6% increase in the cost per covered employee and an increase in the percentage of worksite employees covered under our health insurance plans to 72.4% in the 2006 period from 72.1% in the 2005 period. The 2006 benefit costs were partially offset by a $1.9

- 22 -

million, or $6 per worksite employee per month, reduction in the estimated outstanding incurred but not reported claims, while the 2005 benefit costs were partially offset by a $2.6 million, or $10 per worksite employee per month, administrative fee credit from UHC related to the three-year health insurance agreement signed during the second quarter of 2005. Please read “Critical Accounting Policies and Estimates – Benefits Costs” on page 16 for a discussion of our accounting for health insurance costs.

•

Workers’ compensation costs – Workers’ compensation costs decreased $8 per worksite employee per month compared to the second quarter of 2005. As a percentage of non-bonus payroll cost, workers’ compensation costs decreased to 0.95% in the 2006 period from 1.19% in the 2005 period as a result of favorable trends in both the frequency and severity of workers’ compensation claims. These trends resulted in reductions in estimated accrued workers’ compensation costs related to prior reporting periods of $2.3 million, or 0.16% of non-bonus payroll costs, in the 2006 period compared to $1.1 million, or 0.09% on non-bonus payroll costs, in the 2005 period. Please read “Critical Accounting Policies and Estimates – Workers’ Compensation Costs” on page 18 for a discussion of our accounting for workers’ compensation costs.

     Operating Expenses

     The following table presents certain information related to the Administaff’s operating expenses for the three months ended June 30, 2006 and 2005.

	Three months ended June 30,							Three months ended June 30,
	2006		2005		% change			2006		2005		% change
	(in thousands)							(per worksite employee per month)
Salaries, wages and payroll taxes	$	29,440	$	24,634		19.5	%	$	98	$	95		3.2	%
Stock-based compensation		1,068		367		191.0	%		4		1		300.0	%
General and administrative expenses		13,876		12,818		8.3	%		46		49		(6.1	)%
Commissions		2,709		2,488		8.9	%		9		10		(10.0	)%
Advertising		3,319		1,524		117.8	%		11		6		83.3	%
Depreciation and amortization		3,829		3,649		4.9	%		13		14		(7.1	)%
Total operating expenses	$	54,241	$	45,480		19.3	%	$	181	$	175		3.4	%

     Operating expenses increased 19.3% to $54.2 million compared to the second quarter of 2005. Operating expense per worksite employee increased to $181 per month in the 2006 period from $175 in the 2005 period. The components of operating expenses changed as follows:

• Salaries, wages and payroll taxes of corporate and sales staff increased 19.5%, or $3 per worksite employee per month compared to the 2005 period, primarily due to an 18% increase in corporate sales and service headcount.

• Stock-based compensation expense increased $701,000 or $3 per worksite employee per month. The stock-based compensation expense represents the vesting of restricted stock awards granted to employees. The 2006 amount also includes an unrestricted stock grant to the board of directors totaling $280,000. Please read Note 1 to the consolidated financial statements on page 9 for additional information.

- 23 -

• General and administrative expenses increased 8.3% due primarily to higher expenses associated with the increase in corporate and worksite employee headcount, such as travel, rent, postage and printing. General and administrative expenses decreased $3 a per worksite employee per month basis compared to the second quarter of 2005.

• Commissions expense increased 8.9%, but decreased $1 per worksite employee per month compared to the 2005 period.

• Advertising costs increased 117.8%, or $5 per worksite employee per month compared to the second quarter of 2005, due primarily to a change in the timing and the level of radio and television advertising expenditures relative to 2005.

• Depreciation and amortization expense increased 4.9%, but decreased $1 per worksite employee per month compared to the 2005 period.

     Other Income

     Other income increased from $765,000 in the second quarter of 2005 to $2.6 million in the 2006 period. Interest income increased by $1.7 million, primarily as a result of an increase in cash balances, including cash held in our workers’ compensation program, and higher interest rates in the 2006 period.

     Income Tax Expense

     Our provision for income taxes differed from the U.S. statutory rate of 35% primarily due to state income taxes and non-deductible expenses.

     Net Income

     Operating and net income per worksite employee per month was $47 and $35 in the 2006 period, versus $42 and $28 in the 2005 period.

- 24 -

          Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005.

          The following table presents certain information related to Administaff’s results of operations for the six months ended June 30, 2006 and 2005.

	Six months ended
	June 30,
	2006		2005		% Change
	(in thousands, except per share and statistical data)
Revenues (gross billings of $3.822 billion and $3.133 billion, less worksite employee payroll cost of $3.124 billion and $2.555 billion, respectively)	$	698,414	$	578,860		20.7	%
Gross profit		136,209		110,363		23.4	%
Operating expenses		107,840		92,628		16.4	%
Operating income		28,369		17,735		60.0	%
Other income		4,867		1,324		267.6	%
Net income		21,038		11,874		77.2	%
Diluted net income per share of common stock		0.74		0.45		64.4	%
Statistical Data:
Average number of worksite employees paid per month		97,923		85,298		14.8	%
Revenues per worksite employee per month (1)	$	1,189	$	1,131		5.1	%
Gross profit per worksite employee per month		232		216		7.4	%
Operating expenses per worksite employee per month		184		181		1.7	%
Operating income per worksite employee per month		48		35		37.1	%
Net income per worksite employee per month		36		23		56.5	%

⁽¹⁾ Gross billings of $6,506 and $6,122 per worksite employee per month less payroll cost of $5,317 and $4,991 per worksite employee per month, respectively.

          Revenues

          Our revenues for the six months ended June 30, 2006 increased 20.7% over the 2005 period due to a 14.8% increase in the average number of worksite employees paid per month and a 5.1%, or $58, increase in revenues per worksite employee per month.

          By region, our revenue growth over the first six months of 2005 and revenue distribution for the six months ended June 30, 2006 were as follows:

	Six months ended June 30,							Six months ended June 30,
	2006		2005		% Change			2006			2005
	(in thousands)							(% of total revenues)
Northeast	$	119,892	$	87,618		36.8	%		17.2	%		15.1	%
Southeast		64,703		49,991		29.4	%		9.3	%		8.6	%
Central		97,782		75,197		30.0	%		14.0	%		13.0	%
Southwest		253,945		227,789		11.5	%		36.3	%		39.4	%
West		157,578		134,773		16.9	%		22.6	%		23.3	%
Other revenue		4,514		3,492		29.3	%		0.6	%		0.6	%
Total revenue	$	698,414	$	578,860		20.7	%		100.0	%		100.0	%

- 25 -

          Our growth rate is affected by three primary sources – new client sales, client retention and the net change in existing clients through worksite employee new hires and layoffs. During the six months ended June 30, 2006, new client sales and the net change in existing clients improved, while client retention, measured as a percentage of the worksite employee base, remained relatively flat compared to the 2005 period.

          Gross Profit

          Gross profit for the first half of 2006 increased 23.4% to $136.2 million compared to the first half of 2005. The average gross profit per worksite employee increased 7.4% to $232 per month in the 2006 period from $216 per month in the 2005 period. Our pricing objectives attempt to maintain or improve the gross profit per worksite employee by increasing revenue per worksite employee to match or exceed changes in primary direct costs and operating expenses.

          While our revenue increased 5.1% per worksite employee per month, our primary direct costs, which include payroll taxes, benefits and workers’ compensation expenses, increased 4.6% to $957 per worksite employee per month in the first half of 2006 versus $915 in the first half 2005.

• Payroll tax costs – Payroll taxes increased $24 per worksite employee per month compared to the first half of 2005, primarily due to a 6.5% increase in average payroll cost per worksite employee per month. Payroll taxes as a percentage of payroll cost decreased in the 2006 period to 8.45% from 8.52% in the 2005 period, as worksite employees reached their taxable wage limit earlier in 2006 due to increased payroll averages and bonus levels. Please read “Critical Accounting Policies and Estimates – State Unemployment Taxes” on page 17 for a discussion of the Company’s accounting for state unemployment taxes.

• Benefits costs – The cost of health insurance and related employee benefits increased $22 per worksite employee per month to $445 compared to 2005. This increase is due to a 4.9% increase in the cost per covered employee and an increase in the percentage of worksite employees covered under our health insurance plans to 72.7% in the 2006 period from 72.4% in the 2005 period. Please read “Critical Accounting Policies and Estimates – Benefits Costs” on page 16 for a discussion of our accounting for health insurance costs.

• Workers’ compensation costs – Workers’ compensation costs decreased $5 per worksite employee per month compared to the first six months of 2005. As a percentage of non-bonus payroll cost, workers’ compensation costs decreased to 0.97% in the 2006 period from 1.16% in the 2005 period as a result of favorable trends in both the frequency and severity of workers’ compensation claims. Reductions in accrued workers’ compensation costs related to prior reporting periods were $4.4 million, or 0.15% of non-bonus payroll costs, in the 2006 period compared to $3.2 million, or 0.14% of non-bonus payroll costs, in the 2005 period. Please read “Critical Accounting Policies and Estimates – Workers’ Compensation Costs” on page 18 for a discussion of our accounting for workers’ compensation costs.

- 26 -

          Operating Expenses

          The following table presents certain information related to the Administaff’s operating expenses for the six months ended June 30, 2006 and 2005.

	Six months ended June 30,							Six months ended June 30,
	2006		2005		% change			2006		2005		% change
	(in thousands)							(per worksite employee per month)
Salaries, wages and payroll taxes	$	57,664	$	47,965		20.2	%	$	98	$	94		4.3	%
Stock-based compensation		1,357		1,405		(3.4	)%		2		3		(33.3	)%
General and administrative expenses		29,851		26,601		12.2	%		51		52		(1.9	)%
Commissions		5,542		4,852		14.2	%		10		9		11.1	%
Advertising		5,702		4,399		29.6	%		10		9		11.1	%
Depreciation and amortization		7,724		7,406		4.3	%		13		14		(7.1	)%
Total operating expenses	$	107,840	$	92,628		16.4	%	$	184	$	181		1.7	%

          Operating expenses increased 16.4% to $107.8 million compared to the first six months of 2005. Operating expense per worksite employee increased to $184 per month in the 2006 period from $181 in the 2005 period. The components of operating expenses changed as follows:

• Salaries, wages and payroll taxes of corporate and sales staff increased 20.2%, or $4 on a per worksite employee per month basis compared to the 2005 period. Corporate headcount, primarily in the sales and service areas of the business, increased 15.7% in the 2006 period as compared to 2005.

• Stock-based compensation expense declined 3.4%, or $1 per worksite employee per month. Stock-based compensation expense primarily represents the vesting of restricted stock awards. The 2006 expense includes $280,000 related to an unrestricted stock grant to the board of directors. The 2005 amount includes $790,000 related to the acceleration of stock option vesting during the first quarter of 2005. Please read Note 1 to the consolidated financial statements on page 9 for additional information.

• General and administrative expenses increased 12.2%, due primarily to higher expenses associated with the increase in corporate and worksite employee headcount and expenses associated with the Company’s 20^th anniversary celebration held in February 2006.

• Commissions expense increased 14.2%, or $1 per worksite employee per month, compared to the 2005 period, due to the 14.8% increase in worksite employees.

• Advertising costs increased 29.6% or $1 per worksite employee per month, due primarily to a change in the timing and level of advertising expenditures relative to 2005.

• Depreciation and amortization expense increased 4.3%, but decreased $1 per worksite employee per month, compared to the 2005 period.

- 27 -

          Other Income

          Other income increased from $1.3 million in the first six months of 2005 to $4.9 million in the 2006 period. Interest income increased by $3.4 million, primarily as a result of an increase in cash balances, including cash held in our workers’ compensation program, and higher interest rates in the 2006 period.

          Income Tax Expense

          Our provision for income taxes differed from the U.S. statutory rate of 35% primarily due to state income taxes and non-deductible expenses.

          Net Income

          Operating and net income per worksite employee per month was $48 and $36 in the 2006 period, versus $35 and $23 in the 2005 period.

Non-GAAP Financial Measures

          Non-bonus payroll cost is a non-GAAP financial measure that excludes the impact of bonus payrolls paid to our worksite employees. Bonus payroll cost varies from period to period, but has no direct impact to our ultimate workers’ compensation costs under the current program. As a result, our management refers to non-bonus payroll cost in analyzing, reporting and forecasting our workers’ compensation costs. Non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles (“GAAP”) and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. We include these non-GAAP financial measures because we believe they are useful to investors in allowing for greater transparency related to the costs incurred under our current workers’ compensation program. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used to their most directly comparable GAAP financial measures as provided in the table below.

- 28 -

	Three months ended							Six months ended
	June 30,							June 30,
	2006		2005		% change			2006		2005		% change
Payroll cost (GAAP)	$	1,572,541	$	1,279,197		22.9	%	$	3,124,043	$	2,554,525		22.3	%
Less: Bonus payroll cost		108,381		87,760		23.5	%		262,108		231,575		13.2	%
Non-bonus payroll cost	$	1,464,160	$	1,191,437		22.9	%	$	2,861,935	$	2,322,950		23.2	%
Payroll cost per worksite employee (GAAP)	$	5,250	$	4,909		6.9	%	$	5,317	$	4,991		6.5	%
Less: Bonus payroll cost per worksite employee		362		337		7.4	%		446		452		(1.3	)%
Non-bonus payroll cost per worksite employee	$	4,888	$	4,572		6.9	%	$	4,871	$	4,539		7.3	%

Liquidity and Capital Resources

          We periodically evaluate our liquidity requirements, capital needs and availability of resources in view of, among other things, expansion plans, dividends, debt service requirements and other operating cash needs. To meet short and long-term liquidity requirements, including payment of direct costs, operating expenses and repaying debt, we rely primarily on cash from operations. However, we have in the past sought, and may in the future seek, to raise additional capital or take other steps to increase or manage our liquidity and capital resources. We had $189.2 million in cash and cash equivalents and marketable securities at June 30, 2006, including approximately $75.7 million for withheld federal and state income taxes, employment taxes and other payroll deductions, and $9.9 million in customer prepayments that were payable in July 2006. At June 30, 2006, we had working capital of $107.0 million compared to $93.2 million at December 31, 2005. We currently believe that our cash on hand, marketable securities and cash flows from operations will be adequate to meet our liquidity requirements for the remainder of 2006. We will rely on these same sources, as well as public and private debt or equity financing, to meet our longer-term liquidity and capital needs.

          Cash Flows From Operating Activities

          Our cash flows from operating activities in 2006 decreased $39.3 million from 2005 to $28.8 million. Our primary source of cash from operations is the comprehensive service fee and payroll funding we collect from our clients. The level of cash and cash equivalents, and thus our reported cash flows from operating activities are significantly impacted by various external and internal factors, which are reflected in part by the changes in our balance sheet accounts. These include the following:

• Operating results – Our net income has a significant impact on our operating cash flows. Our net income increased 77.2% to $21.0 million in 2006 compared to 2005. Please read Results of Operations – Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005 on page 25.

- 29 -

• Timing of customer payments / payrolls – We typically collect our comprehensive service fee, along with the client’s payroll funding, from clients at least one day prior to the payment of worksite employee payrolls. Therefore, the date of the last day of a reporting period has a substantial impact on our reporting of operating cash flows. For example, many worksite employees are paid on Fridays; therefore, operating cash flows decline in the reporting periods that end on a Friday, such as in June 2006, when client prepayments were $9.9 million and accrued worksite employee payroll was $84.0 million. However, for those reporting periods that end on a Thursday, such as in June 2005, when customer prepayments were $51.7 million and accrued worksite employee payroll was $103.2 million, our cash flows are higher due to the collection of the comprehensive service fee and client’s payroll funding prior to processing the large number worksite employees’ payrolls one day subsequent to quarter-end.

• Medical plan funding – Our healthcare contract with United establishes participant cash funding rates 90 days in advance of the beginning of a reporting quarter. Therefore, changes in the participation level of the United Plan have a direct impact on our operating cash flows. In addition, changes to the funding rates, which are solely determined by United based primarily upon recent claim history and anticipated cost trends, also have a significant impact on our operating cash flows. Since inception of the United Plan in January 2002, cash funded to United has exceeded Plan Costs, resulting in a $12.8 million surplus, $1.8 million of which is reflected as a current asset, and $11.0 million of which is reflected as a long-term asset on our Consolidated Balance Sheet at June 30, 2006.

• Workers’ compensation plan funding – Under our arrangement with AIG, we make monthly payments to AIG comprised of premium costs and funds to be set aside for payment of future claims (“claim funds”). These pre-determined amounts are stipulated in our agreement with AIG, and are based primarily on anticipated worksite employee payroll levels and workers compensation loss rates during the policy year. Changes in payroll levels from that which was anticipated in the arrangement with AIG can result in changes in the amount of the cash payments to AIG, which will impact our reporting of operating cash flows. Our claim funds paid to AIG, based upon anticipated worksite employee payroll levels and workers’ compensation loss rates, were $25.8 million, less claims paid of $10.7 million in 2006, and $24.3 million, less claims paid of $8.2 million for the 2005 period. This compares to our estimate of workers’ compensation loss costs of $19.4 million and $17.9 million in 2006 and 2005, respectively. Additionally, in the period ended June 30, 2006, Administaff received $25.7 million from AIG for the return of excess claim funds primarily related to the 2004-2005 policy.

- 30 -

          Cash Flows Used in Investing Activities

          Cash flows used in investing activities increased $26.4 million from 2005 to $30.8 million. We invested a net $22.5 million in marketable securities and approximately $8.4 million in capital expenditures during the first six months of 2006.

          Cash Flows Used in Financing Activities

          Cash flows used in financing activities increased $21.5 million from 2005 to $26.7 million. We repaid the $32.3 million outstanding mortgage on our Kingwood campus. Additionally, we received $13.7 million in proceeds from the exercise of employee stock options and $10.9 million in income tax benefit from stock-based compensation, offset by the repurchase of $13.9 million in treasury stock and $5 million in dividends paid.

Other Matters

          As previously disclosed, after capital constraints and downgrades from various rating agencies, our former workers’ compensation insurance carrier, Lumbermens Mutual Casualty Company, a unit of Kemper Insurance Companies (“Kemper”) has entered into a “run-off.” If the run-off process is not successful and Kemper is placed into a formal liquidation or a similar proceeding, most states have established guaranty associations to pay the remaining claims. However, the guaranty associations of certain states, including Texas, may attempt to return the liability for such remaining claims to Administaff, which may have a material adverse effect on net income in the reported period. For more information regarding Kemper as well as the effect on us of the bankruptcy of another former workers compensation insurance carrier, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Factors That May Affect Future Results and the Market Price of Common Stock- Increases in Health Insurance Premiums and Workers’ Compensation Costs” on pages 39 and 40 of our Form 10-K for the year ended December 31, 2005 filed with the SEC. Our 2005 Form 10-K is also available on our Web site at www.administaff.com.

ITEM 4. CONTROLS AND PROCEDURES.

          In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2006.

          There has been no change in our internal controls over financial reporting that occurred during the three months ended June 30, 2006 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

- 31 -

PART II

ITEM 1. LEGAL PROCEEDINGS.

          Please read Note 7 to financial statements, which is incorporated herein by reference.

ITEM 1a. RISK FACTORS

          The statements contained herein that are not historical facts are forward-looking statements within the meaning of the federal securities laws (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). You can identify such forward-looking statements by the words “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “likely,” “possibly,” “probably,” “goal,” “objective,” “target,” “assume,” “outlook,” “guidance,” “predicts,” “appears,” “indicator” and similar expressions. Forward-looking statements involve a number of risks and uncertainties. In the normal course of business, Administaff, Inc., in an effort to help keep our stockholders and the public informed about our operations, may from time to time issue such forward-looking statements, either orally or in writing. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, or projections involving anticipated revenues, earnings, unit growth, profit per worksite employee, pricing, operating expenses or other aspects of operating results. We base the forward-looking statements on our current expectations, estimates and projections. These statements are not guarantees of future performance and involve risks and uncertainties that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Therefore, the actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: (i) changes in general economic conditions; (ii) regulatory and tax developments and possible adverse application of various federal, state and local regulations; (iii) changes in our direct costs and operating expenses including, but not limited to, increases in health insurance premiums and workers’ compensation rates and underlying claims trends, financial solvency of workers’ compensation carriers and other insurers, state unemployment tax rates, liabilities for employee and client actions or payroll-related claims, changes in the costs of expanding into new markets, and failure to manage growth of our operations; (iv) the effectiveness of our sales and marketing efforts; (v) changes in the competitive environment in the PEO industry, including the entrance of new competitors and our ability to renew or replace client companies; (vi) our liability for worksite employee payroll and benefits costs; and (vii) an adverse final judgment or settlement of claims against Administaff. These factors are discussed in detail in our 2005 annual report on Form 10-K and elsewhere in this report. Any of these factors, or a combination of such factors, could materially affect the results of our operations and whether forward-looking statements we make ultimately prove to be accurate.

- 32 -

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

          The following table provides information about purchases by Administaff during the three months ended June 30, 2006, of equity securities that are registered by Administaff pursuant to Section 12 of the Exchange Act:

							Maximum
					Total Number of		Number of
					Shares		Shares that May
					Purchased as		Yet Be
	Total Number				Part of Publicly		Purchased
	of Shares		Average Price Paid		Announced		Under the
Period	Purchased (1)		per Share		Program (2)		Program (2)
04/01/2006– 04/30/2006		—	$	—		7,426,534		573,466
05/01/2006–05/31/2006		238,100		44.16		7,664,634		835,366
06/01/2006 – 06/30/2006		61,900		37.34		7,726,534		773,466
Total		300,000	$	42.75		7,726,534		773,466

(1)	Our board of directors has approved the repurchase of up to an aggregate amount of 8,500,000 shares of Administaff common stock, including 500,000 in May 2006, of which 7,726,534 had been repurchased as of June 30, 2006. During the three months ended June 30, 2006, we repurchased 300,000 shares of our common stock.
(2)	Unless terminated earlier by resolution of the board of directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the repurchase program.

          On May 2, 2006, we issued 210,354 shares of common stock and restricted common stock to directors and employees pursuant to our 2001 Incentive Plan. The issuance of these shares was exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(2) of the Act.

- 33 -

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          An Annual Meeting of Stockholders of the Company was held on May 3, 2006. At the Meeting, holders of 26,296,374 shares of common stock were present in person or by proxy, which constituted a quorum thereof. The vote of stockholders in respect of the three proposals voted on at the Meeting, two of which were approved, is set forth below:

1. Election of Class II Directors to serve until the Annual Meeting of Stockholders in 2009.

	For	Withheld
Paul J. Sarvadi	23,563,842	2,732,532
Austin P. Young	25,973,290	323,084

Directors continuing in office were Michael W. Brown, Jack M. Fields, Jr., Eli Jones, Paul S. Lattanzio, Gregory E. Petsch, and Richard G. Rawson.

2. Approval of the amendment and restatement of the 2001 Incentive Plan.

For	Against	Abstain	Broker Non-votes
16,199,083	5,449,590	8,857	4,638,844

3. Ratification of Ernst & Young, LLP as the Company’s independent auditors for the year ending December 31, 2006.

For	Against	Abstain
24,115,152	2,178,708	2,514

- 34 -

ITEM 6. EXHIBITS

          (a) List of exhibits.

10.1	Administaff, Inc. 2001 Incentive Plan (Amended and Restated as of February 24, 2006)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

- 35 -

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Administaff, Inc.
Date: August 1, 2006	By:	/s/ Douglas S. Sharp
	Douglas S. Sharp
	Vice President of Finance, Chief Financial Officer and Treasurer (Principal Financial and Duly Authorized Officer)

- 36 -

Exhibit Index

List of Exhibits	Description of Exhibits
10.1	Administaff, Inc. 2001 Incentive Plan (Amended and Restated as of February 24, 2006)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-10.1

Exhibit 10.1

ADMINISTAFF, INC.
2001 INCENTIVE PLAN

(Amended and Restated as of February 24, 2006)

     1. Objectives. This Administaff, Inc. 2001 Incentive Plan (the “Plan”) is intended as an incentive to retain and attract persons of training, experience and ability to serve as employees of Administaff, Inc., a Delaware corporation (the “Company”), and its Subsidiaries and as nonemployee directors of the Company, to encourage the sense of proprietorship of such persons and to stimulate the active interest of such persons in the development and financial success of the Company and its Subsidiaries.

     2. Definitions. As used herein, the terms set forth below shall have the following respective meanings:

          “Annual Director Award Date” means, for each calendar year beginning on or after January 1, 2006, in which this Plan is in effect, the date on which the annual meeting of the stockholders of the Company is held in that year.

          “Award” means an Employee Award or a Director Award.

          “Award Agreement” means an agreement between the Company and a Participant in such form as is deemed acceptable by the Committee that sets forth the terms, conditions and limitations applicable to an Award.

          “Board” means the Board of Directors of the Company.

          “Cash Award” means an Award payable in cash.

          “Cause” means:

     (a) the Director whose removal is proposed has been convicted, or when a Director is granted immunity to testify when another has been convicted, of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal;

     (b) such Director has been found by the affirmative vote of a majority of the entire Board at any regular or special meeting of the Board called for that purpose or by a court of competent jurisdiction to have been guilty of wilful misconduct in the performance of his duties to the Company in a matter of substantial importance to the Company; or

     (c) such Director has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability as a Director of the Company.

          “Change in Control” means:

     (a) the date of the acquisition by any “person” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), excluding the Company or any of its Subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 30% or more of either the then outstanding shares of common stock of the Company or the then outstanding voting securities entitled to vote generally in the election of directors; or

     (b) the date the individuals who constitute the Board as of May 3, 2006 (the “Incumbent Board”), cease for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director subsequent to May 3, 2006, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than any individual whose nomination for election to Board membership was not endorsed by the Company’s management prior to, or at the time of, such individual’s initial nomination for election) shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board; or

     (c) the date of consummation of a merger, consolidation, recapitalization, reorganization, sale or disposition of all or a substantial portion of the Company’s assets or the issuance of shares of stock of the Company in connection with the acquisition of the stock or assets of another entity, provided, however, that a Change in Control shall not occur under this clause (c) if consummation of the transaction would result in at least 65% of the total voting power represented by the voting securities of the Company (or, if not the Company, the entity that succeeds to all or substantially all of the Company’s business) outstanding immediately after such transaction being beneficially owned (within the meaning of Rule 13d-3 promulgated pursuant to the Exchange Act) by at least 65% of the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or

     (d) the date the Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report of item therein) that a change in control of the Company has or may have occurred, or will or may occur in the future, pursuant to any then existing contract or transaction.

          “Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

-2-

          “Committee” means the Compensation Committee of the Board or any other committee as may be designated by the Board.

          “Common Stock” means the common stock, par value $0.01 per share, of the Company or any security into which such Common Stock may be changed by reason of any transaction or event of the type described in Section 14.

          “Company” means Administaff, Inc., a Delaware corporation.

          “Director” means a member of the Board, excluding any individual who is also an employee of the Company or any Subsidiary.

          “Director Award” means a Director Option or a Director Stock Award.

          “Director Option” means a nonqualified stock option granted to a Director pursuant to Section 8.

          “Director Stock Award” means an award of Common Stock granted to a Director pursuant to Section 8.

          “Disability” means the inability to perform the duties of the Director’s position for a period of six (6) consecutive months or for an aggregate of six (6) months during any twelve (12) month period after the Grant Date by reason of any medically determinable physical or mental impairment, as determined by the Committee in the Committee’s sole discretion.

          “Employee” means an individual employed by the Company or any Subsidiary. For purposes of this Plan, an Employee also includes any individual who has been offered employment by the Company or any Subsidiary, provided that (a) any Award granted to such prospective employee shall be canceled if such individual fails to commence such employment, (b) no payment of value may be made in connection with such Award until such individual has commenced such employment and (c) such individual may not be granted an ISO prior to the date the individual actually commences employment.

          “Employee Award” means any Option, Performance Award, Phantom Stock Award, Cash Award, Stock Award, Stock Appreciation Right or Other Stock-Based Award, whether granted singly, in combination or in tandem, to a Participant who is an Employee pursuant to any applicable terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.

          “Exercise Price” means the price at which the Option Shares may be purchased under the terms of the Award Agreement.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

-3-

          “Fair Market Value” of a share of Common Stock means, as of a particular date, (a) if shares of Common Stock are listed on a national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported or, at the discretion of the Committee, the price prevailing on the exchange at the time of exercise; (b) if shares of Common Stock are not so listed but are quoted on the Nasdaq Stock Market, Inc., the closing sales price per share of Common Stock reported by the Nasdaq Stock Market, Inc. on that date or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported or, at the discretion of the Committee, the price prevailing on the Nasdaq Stock Market, Inc. at the time of exercise; (c) if the Common Stock is not so listed or quoted, the closing price on that date or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, Inc. or, if not reported by the Nasdaq Stock Market, Inc., by the National Quotation Bureau Incorporated; or (d) if none of the above is applicable, then such amount as may be determined by the Committee or the Board in such a manner as it deems in good faith to be the fair market value per share of Common Stock.

          “Grant Date” means (a) with respect to an Award other than a Director Award, the date specified by the Committee in the Award Agreement on which such Award will become effective and (b) with respect to a Director Award, the automatic date of grant for such Award as provided in Section 8.

          “ISO” means an incentive stock option within the meaning of Code Section 422.

          “Option” means a right to purchase a particular number of shares of Common Stock at a particular Exercise Price, subject to certain terms and conditions as provided in this Plan and Award Agreement. An Option may be in the form of an ISO or a nonqualified stock option within the meaning of Code Section 83.

          “Option Shares” means the shares of Common Stock covered by a particular Option.

          “Other Stock-Based Award” means any stock-based Award that shall consist of a right that is not an Option, Performance Award, Phantom Stock Award, Stock Award or SAR and is (i) denominated or payable in; (ii) valued in whole or in part by reference to; or (iii) otherwise based on or related to shares of Common Stock as is deemed by the Committee to be consistent with the terms of the Plan.

          “Participant” means an Employee or a Director to whom an Award has been granted under this Plan.

          “Performance Award” means an Employee Award, such as a Performance Unit, that is subject to the achievement of one or more Performance Objectives established by the Committee.

-4-

          “Performance Objectives” means the objectives, if any, established by the Committee that are to be achieved with respect to an Award granted under this Plan, which may be described in terms of Company-wide objectives, in terms of objectives that are related to performance of a division, Subsidiary, department, geographic market or function within the Company or a Subsidiary in which the Participant receiving the Award is employed, or in individual or other terms, and which shall relate to the period of time determined by the Committee. The Performance Objectives intended to qualify under Code Section 162(m) shall be with respect to one or more of the following: (a) net earnings; (b) operating income; (c) earnings before interest and taxes; (d) earnings before interest, taxes, depreciation and amortization expenses; (e) earnings before taxes and unusual or nonrecurring items; (f) total revenue; (g) return on investment; (h) return on equity; (i) return on total capital; (j) return on assets; (k) total stockholder return; (l) return on capital employed in the business; (m) stock price performance; (n) earnings per share growth; (o) cash flows; (p) total profit; (q) operating expenses; (r) fee revenue; (s) total revenue less bonus payroll; (t) the number of paid worksite employees; and (u) gross mark-up per worksite employee.

          The Committee shall determine, in its sole discretion, at the time of grant of an Award, which Performance Objectives to use with respect to an Award, the weighting of such objectives if more than one is used and whether such objective(s) is (are) to be measured against a Company-established budget or target, an index or a peer group of companies. A Performance Objective need not be based on an increase or a positive result and may include, for example, maintaining the status quo or limiting economic losses.

          “Performance Unit” means a unit equivalent to $100 or such other value as determined by the Committee.

          “Phantom Stock Award” means the right to receive the value of a specified number of shares of Common Stock.

          “Plan” means the Administaff, Inc. 2001 Incentive Plan, as amended and restated, and as amended from time to time.

          “Restricted Stock” means shares of Common Stock that are restricted or subject to forfeiture provisions.

          “Stock Appreciation Rights” or “SARs” means the right to receive an amount of Common Stock equal to the appreciation in value of a specified number of shares of Common Stock over a particular period of time.

          “Stock Award” means an Employee Award denominated in or payable in shares of Common Stock, which may be Restricted Stock.

          “Subsidiary” means (a) with respect to any Awards other than ISOs, (i) in the case of a corporation, any corporation of which the Company directly or indirectly owns shares representing 50% or more of the combined voting power of the shares of all classes or series of capital stock of such corporation that have the right to vote generally on matters submitted to a

-5-

vote of the stockholders of such corporation and (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns 50% or more of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise) and (b) with respect to Awards of ISOs, any subsidiary within the meaning of Code Section 424(f).

     3. Plan Administration and Designation of Participants. All Employees of the Company and its Subsidiaries and all Directors of the Company are eligible for Awards under this Plan. The Committee shall select the Participants from time to time by the grant of Employee Awards under this Plan and, subject to the terms and conditions of this Plan, shall determine all terms and conditions of the Employee Awards. Except as otherwise set forth herein, the Committee shall have no discretion with respect to the issuance of a Director Award.

          This Plan shall be administered by the Committee, which shall have full and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or appropriate.

          The Committee may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability, in whole or in part, of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or modify an Award in any manner that is either (a) not adverse to the Participant to whom such Award was granted or (b) consented to by such Participant. Notwithstanding anything herein to the contrary, without the prior approval of the Company’s stockholders, Awards issued under the Plan will not be repriced, replaced or regranted through cancellation or by decreasing the Exercise Price of a previously granted Award except as provided by the adjustment provisions of Section 14.

          No member of the Committee shall be liable for anything done or omitted to be done by him or her, by any member of the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his or her own willful misconduct or as expressly provided by statute.

     4. Delegation of Authority. The Board or Committee may delegate to the Chairman of the Board the duties of the Committee under this Plan pursuant to such conditions or limitations as each may establish, except that neither may delegate to any person the authority to grant Awards to, or take other action with respect to, Participants who are subject to Section 16 of the Exchange Act.

     5. Award Agreement. Each Award granted hereunder shall be described in an Award Agreement, which shall be subject to the terms and conditions of this Plan and shall be accepted in such manner as is deemed acceptable by the Committee by the Participant and by the appropriate officer for and on behalf of the Company.

     6. Shares of Common Stock Reserved for this Plan. Subject to adjustment as provided in Section 14 hereof, a total of 2,900,000 shares of Common Stock, shall be reserved for issuance upon the exercise or payment of Awards granted pursuant to this Plan. Such shares

-6-

may be shares of original issuance or treasury shares or a combination of the foregoing. The Committee and the appropriate officers of the Company shall from time to time take whatever actions are necessary to execute, acknowledge, file and deliver any documents required to be filed with or delivered to any governmental authority or any stock exchange or transaction reporting system on which shares of Common Stock are listed or quoted in order to make shares of Common Stock available for issuance pursuant to this Plan. Awards that are forfeited or terminated or expire unexercised in such a manner that all or some of the shares of Common Stock subject thereto are not issued to a Participant or are exchanged for Awards that do not involve Common Stock, shall again immediately become available for the granting of Awards under this Plan. If the tax withholding obligation resulting from the settlement of any such option or other Award is satisfied by withholding shares of Common Stock, only the number of shares of Common Stock issued net of the shares of Common Stock withheld shall be deemed delivered for purposes of determining usage of shares against the maximum number of shares of Common Stock available for delivery under the Plan or any sublimit set forth above. The Committee may from time to time adopt and observe such rules and procedures concerning the counting of shares against the Plan maximum or any sublimit as it may deem appropriate, including rules more restrictive than those set forth above to the extent necessary to satisfy the requirements of any national stock exchange on which the Common Stock is listed or any applicable regulatory requirement.

     7. Employee Awards.

     (a) Options. An Employee Award may be in the form of an Option. The Exercise Price of an Option granted under this Plan shall not be less than 100% of the Fair Market Value of the Common Stock at the time of the grant.

     (i) Incentive Stock Options. Options granted to Employees hereunder may be ISOs. An ISO shall consist of a right to purchase a specified number of shares of Common Stock at a price specified by the Committee in the Award Agreement or otherwise, which shall not be less than the Fair Market Value of the Common Stock on the Grant Date. Any ISO granted shall expire not later than ten (10) years after the Grant Date, with the expiration date to be specified by the Committee in the Award Agreement. Any ISO granted must, in addition to being subject to applicable terms, conditions and limitations established by the Committee, comply with Code Section 422. All other terms, conditions and limitations applicable to ISOs shall be determined by the Committee.

     (ii) Nonqualified Stock Options. Options granted to Employees may be nonqualified stock options within the meaning of Code Section 83. A nonqualified stock option shall consist of a right to purchase a specified number of shares of Common Stock at a price specified by the Committee in the Award Agreement or otherwise, which shall not be less than the Fair Market Value of the Common Stock on the Grant Date. The expiration date of the nonqualified stock option shall be specified by the Committee in the Award Agreement. All other

-7-

terms, conditions and limitations applicable to nonqualified stock options shall be determined by the Committee.

     (b) Performance Award. An Employee Award may be in the form of a Performance Award, such as a Performance Unit. A Performance Award shall be subject to the achievement of one or more Performance Objectives. All other terms, conditions and limitations applicable to Performance Awards shall be determined by the Committee.

     (c) Stock Award (including Restricted Stock). An Employee Award may consist of Common Stock or may be denominated in units of Common Stock. All terms, conditions and limitations applicable to any Stock Award pursuant to this Plan shall be determined by the Committee.

     (d) Phantom Stock Award. An Employee Award may be in the form of Phantom Stock or other bookkeeping account tied to the value of shares of Common Stock. All terms, conditions and limitations applicable to any Phantom Stock Award shall be determined by the Committee.

     (e) Stock Appreciation Right. An Employee Award may be in the form of SARs. All terms, conditions and limitations applicable to any Employee Awards of SARs shall be determined by the Committee.

     (f) Cash Award. An Employee Award may be in the form of a Cash Award. All terms, conditions and limitations applicable to any Cash Award shall be determined by the Committee.

     (g) Other Stock-Based Awards. An Employee Award may be in the form of any Other Stock-Based Award. All terms, conditions and limitations applicable to any Other Stock-Based Award shall be determined by the Committee.

     (h) The following limitations shall apply to any Award made hereunder:

     (i) Notwithstanding anything herein to the contrary, no Participant may be granted, during any one calendar year period, Options or SARs covering more than 200,000 shares of Common Stock.

     (ii) Notwithstanding anything herein to the contrary, no Participant may receive, during any one calendar year period, an aggregate payment under Cash Awards or Performance Awards payable in cash in excess of $2,000,000.

     (iii) Notwithstanding anything herein to the contrary, no Participant may be issued, during any one calendar year period, more than 200,000 shares of Common Stock pursuant to Stock Awards (excluding Restricted Stock), Phantom Stock Awards or Other Stock-Based Awards.

-8-

     (iv) Notwithstanding anything herein to the contrary, no Participant may be issued, during any one calendar year period, Restricted Stock covering more than 200,000 shares of Common Stock.

     8. Directors Awards. Directors of the Company shall be granted Director Awards in accordance with this Section 8 and subject to applicable terms and limitations set forth in this Plan and the applicable Award Agreements. Notwithstanding anything herein to the contrary, if the number of shares of Common Stock available for Awards under this Plan is insufficient to make all automatic grants of Director Awards provided for in this Section 8 on the applicable Grant Date, then all Directors who are entitled to a Director Award on such date shall share ratably in the number of shares then available for Awards under this Plan, all Directors shall have no right to receive a Director Award with respect to the deficiencies in the number of available shares, and all future Director Awards under this Section 8 shall terminate.

     (a) Initial Director Award. Each Director who is elected or appointed to the Board for the first time after February 24, 2006, shall be automatically granted, on the date of his or her election or appointment to the Board, a Director Stock Award of a number of shares of Restricted Stock with an aggregate Fair Market Value, determined as of the date prior to the Grant Date, of $75,000, rounded up to the next higher whole share amount in the case of a fractional share amount, which shall become vested as to one-third (1/3) of the shares on each anniversary of the Grant Date unless such Director gives advance written notice to the Committee that he or she does not wish to receive such Director Stock Award. Notwithstanding the foregoing, if the Director terminates his service as a member of the Board, his or her unvested portion of such Director Stock Award, if any, shall terminate immediately on such termination date, unless such termination of service is due to death or Disability, in which event the unvested portion of such Director Stock Award shall become immediately 100% vested on such termination date.

     (b) Annual Director Award. On the Annual Director Award Date, each Director who is in office immediately after the annual meeting on such date and who was not elected or appointed to the Board for the first time on such date shall be granted a Director Stock Award of a number of shares of Common Stock with an aggregate Fair Market Value, determined as of the date prior to the Grant Date, of $50,000. In lieu of such Director Stock Award, each Director may elect prior to the issuance of such Director Stock Award, in a time and manner determined acceptable by the Committee, to receive on the Annual Director Award Date, a Director Option to purchase a number of shares of Common Stock which has an aggregate value, determined as of the date prior to the Grant Date, of $50,000, calculated using the valuation methodology most recently utilized by the Company for purposes of financial statement reporting. The Exercise Price of Director Options issued under this Plan shall not be less than the Fair Market Value of the Common Stock at the Grant Date. Awards granted pursuant to this subsection shall be 100% vested and exercisable and shall be rounded up to the next higher whole share amount in the case of a fractional share amount. No awards will be made to an individual

-9-

Director pursuant to this subsection (b) if such Director gives advance written notice to the Committee that he or she does not wish to receive such award.

     (c) Termination of Director Options. Any Director Option granted to each Director shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Director upon the first to occur of:

     (i) the tenth (10th) anniversary of the Grant Date for such Award; or

     (ii) the expiration of (A) three months following the Director’s termination of service for Cause or (B) three years following the Director’s termination of service for any other reason.

          Notwithstanding anything herein to the contrary, the normal expiration date for Director Options shall not be extended.

     (d) Forfeiture of Director Stock Award. Any portion of a Director Stock Award which has not become vested on or before the date of the Director’s termination of service shall be forfeited.

     (e) Exercise Price. The Exercise Price of the Common Stock under the Director Options granted to each Director shall be the Fair Market Value of the shares of Common Stock subject to such Director Option on the Grant Date for such Director Option.

     (f) Award Agreement. Each Director Option and Director Stock Award granted to a Director shall be evidenced by an Award Agreement between the Company and such Director that sets forth the terms, conditions and limitations described above, if any, and any additional terms, conditions and limitations applicable to the Director Option or the Director Stock Award. Such Award Agreements shall be consistent with the terms and conditions of this Plan.

9. Payment of Awards.

     (a) General. Payment of Awards may be made in the form of cash or, if permitted, by the Committee by transfer of Common Stock or combinations thereof and may include such restrictions as the Committee shall determine, including, in the case of Common Stock, restrictions on transfer and forfeiture provisions.

     (b) Deferral. The Committee may, in its discretion, (i) permit selected Participants to elect to defer payments of some or all types of Awards in accordance with procedures established by the Committee or (ii) provide for the deferral of an Award in an Award Agreement or otherwise.

     (c) Dividends and Interest. Dividends or dividend equivalent rights may be extended to and made part of any Award denominated in Common Stock or units of

-10-

Common Stock, subject to such terms, conditions and restrictions as the Committee may establish. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and dividend equivalents for deferred payment denominated in Common Stock or units of Common Stock.

     (d) Substitution of Awards. At the discretion of the Committee, a Participant who has been granted an Employee Award may be offered an election to substitute an Employee Award for another Employee Award or Employee Awards of the same or different type, subject to the overall limits expressed in this Plan; provided, however, that except as provided in Section 3, in no event may the Exercise Price of an outstanding option or SAR be reduced by modification, substitution or any method without the prior approval of the Company’s stockholders.

     (e) No Fractional Shares. The Committee shall not be required to issue any fractional             shares of Common Stock under this Plan. The Committee, in its sole discretion, may provide for the elimination of fractions for the settlement of fractions in cash.

     10. Option Exercise. The price at which shares of Common Stock may be purchased under an Option shall be paid in full at the time of exercise in cash or, if permitted by the Committee, by means of tendering Common Stock or surrendering all or part of that or any other Award, including Restricted Stock, valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee shall determine acceptable methods for tendering Common Stock or Awards to exercise a stock option as it deems appropriate. The Committee may provide for procedures to permit the exercise or purchase of Awards by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Award. Unless otherwise provided in the applicable Award Agreement, in the event shares of Restricted Stock are tendered as consideration for the exercise of a stock option, a number of the shares issued upon the exercise of the stock option, equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the Restricted Stock so submitted as well as any additional restrictions that may be imposed by the Committee.

     11. Termination of Employment or Service. Upon the termination of employment or service by a Participant, any unexercised, deferred or unpaid Awards shall be treated as provided in the specific Award Agreement evidencing the Award or, in the case of Director Awards, as provided in this Plan. Unless otherwise specifically provided in the Award Agreement, each Award granted pursuant to this Plan that is an Option shall immediately terminate to the extent the Option is not vested (or does not become vested as a result of such termination of employment or service) on the date the Participant terminates employment or service with the Company or its Subsidiaries.

     12. Acceleration Upon a Change in Control. Notwithstanding anything herein to the contrary, all conditions and/or restrictions relating to the continued employment or service of a Participant and/or the achievement of Performance Objectives with respect to the vesting and

-11-

exercisability or full entitlement to any Award shall immediately lapse upon a Change in Control.

     13. Assignability. Unless otherwise permitted by the Committee, no Award granted under this Plan shall be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by a Participant other than by (a) will or the laws of descent and distribution or (b) a qualified domestic relations order. During the lifetime of a Participant, any Award shall be exercisable only by him, or in the case of a Participant who is mentally incapacitated, the Award shall be exercisable by his guardian or legal representative. The Committee may prescribe and include in applicable Award Agreements other restrictions on transfer. Any attempted assignment or transfer in violation of this Section 13 shall be null and void. Upon the Participant’s death, the personal representative or other person entitled to succeed to the rights of the Participant (the “Successor Participant”) may exercise such rights. A Successor Participant must furnish proof satisfactory to the Company of his or her right to exercise the Award under the Participant’s will or under the applicable laws of descent and distribution.

          Subject to approval by the Committee in its sole discretion, other than with respect to ISOs, all or a portion of the Awards granted to a Participant under this Plan may be transferable by the Participant, to the extent and only to the extent specified in such approval, to (a) the spouse, children or grandchildren (including adopted and stepchildren and grandchildren) of the Participant (“Immediate Family Members”), (b) a trust or trusts for the exclusive benefit of such Immediate Family Members and, if applicable, the Participant or (c) a partnership or partnerships in which such Immediate Family Members and, if applicable, the Participant are the only partners. Subsequent transfers of transferred Awards shall be prohibited except by will or the laws of descent and distribution, unless such transfers are made to the original Participant or a person to whom the original Participant could have made a transfer in the manner described herein. No transfer shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and manner prescribed by the Committee. Following transfer, any such Awards shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and except as otherwise provided herein, the term “Participant” shall be deemed to refer to the transferee. No transferred Options shall be exercisable unless arrangements satisfactory to the Company have been made to satisfy any tax withholding obligations the Company may have with respect to the Options. The consequences of termination of employment or service shall continue to be applied with respect to the original Participant, following which the Awards shall be exercisable by the transferee only to the extent and for the periods specified in this Plan and the Award Agreement.

     14. Adjustments.

     (a) The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize (i) any or all adjustments, recapitalization, reorganizations or other changes in the ownership of the Company or its business, (ii) any merger or consolidation of the Company, (iii) any issue of bonds, debentures or other obligations, (iv) the dissolution or liquidation of the Company, (v) any sale or transfer of all or any part of its assets or business or (vi) any

-12-

other Company act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

     (b) In the event of any Common Stock distribution or split, recapitalization, extraordinary distribution, merger, consolidation, combination or exchange of shares of Common Stock or similar change or upon the occurrence of any other event that the Committee, in its sole discretion, deems appropriate, (i) the number of shares of Common Stock reserved under this Plan and covered by outstanding Awards, (ii) the Exercise Price in respect of such Awards, (iii) the appropriate value and price determinations for such Awards, (iv) the per person limitation on Awards of Options and SARs and (v) the kind of shares covered thereby (including shares of another issuer) shall be adjusted as appropriate.

     (c) In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized (i) to issue or assume Awards, regardless of whether in a transaction to which Section 424(a) of the Code applies, by means of substitution of new Awards, as appropriate, for previously issued Awards or to assume previously issued Awards as part of such adjustment, (ii) to make provision, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, Awards (to the extent not otherwise provided under Sections 7 or 8) and the termination of options that remain unexercised at the time of such transaction or (iii) to provide for the acceleration of the vesting and exercisability of any Awards and the cancellation thereof (to the extent not otherwise provided under Sections 7 or 8) and to deliver to the Participants cash in an amount that the Board shall determine in its sole discretion is equal to the fair market value of such Awards on the date of such event, which in the case of Options or SARs shall be the excess of the Fair Market Value of Common Stock on such date over the exercise or strike price of such Award.

     (d) The Committee, in its sole discretion and without the consent of the Participant, may amend (i) any stock-based Award to reflect a change in accounting rules required by the Financial Accounting Standards Board and (ii) any Award that is not intended to meet the requirements of Code Section 162(m), to reflect a significant event that the Committee, in its sole discretion, believes to be appropriate to reflect the original intent in the grant of the Award.

     15. Tax Withholding. The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock theretofore owned by the holder of the Award with respect to which withholding is required. If shares of Common Stock are used to satisfy tax

-13-

withholding, such shares shall be valued as provided in the applicable Award Agreement or as otherwise determined by the Committee.

     16. Amendments or Termination. The Board may amend, alter or discontinue this Plan, except that (a) no amendment or alteration that would impair the rights of any Participant under any Award that he has been granted shall be made without his consent and (b) no amendment or alteration shall be effective prior to approval by the Company’s stockholders to the extent such approval is required by applicable legal requirements or the requirements of the securities exchange on which the Company’s Common Stock is listed.

     17. Restrictions. No shares of Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws and the requirements of any securities exchange or transaction reporting system upon which the Common Stock is then listed.

     18. Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to a grant of cash, Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. None of the Company, the Board or the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

     19. Parachute Payment Limitation. Notwithstanding any contrary provision of the Plan, the Committee may provide in the Award Agreement or in any other agreement with the Participant for a limitation on the acceleration of vesting and exercisability of unmatured Awards to the extent necessary to avoid or mitigate the impact of the golden parachute excise tax under Section 4999 of the Code on the Participant or may provide for a supplemental payment to be made to the Participant as necessary to offset or mitigate the impact of the golden parachute excise tax on the Participant. In the event the Award Agreement or other agreement with the Participant does not contain any contrary provision regarding the method of avoiding or mitigating the impact of the golden parachute excise tax under Section 4999 of the Code on the Participant, then notwithstanding any contrary provision of this Plan, the aggregate present value of all parachute payments payable to or for the benefit of a Participant, whether payable pursuant to this Plan or otherwise, shall be limited to three times the Participant’s base amount less one dollar and, to the extent necessary, the exercisability of an unmatured Award shall be reduced in order that this limitation not be exceeded. For purposes of this Section 19, the terms “parachute

-14-

payment,” “base amount” and “present value” shall have the meanings assigned thereto under Section 280G of the Code. It is the intention of this Section 19 to avoid excise taxes on the Participant under Section 4999 of the Code or the disallowance of a deduction to the Company pursuant to Section 280G of the Code.

     20. Code Section 409A Compliance. The Board intends that any Awards under the Plan satisfy the requirements of Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”) to avoid the imposition of excise taxes thereunder. If any provision of the Plan or an Award Agreement under the Plan would result in the imposition of an excise tax under Section 409A, that provision will be reformed to avoid imposition of the excise tax and no action taken to comply with Section 409A shall be deemed to impair the rights of any Participant under the Plan or an Award Agreement under the Plan.

     21. Indemnification. The Company shall indemnify and hold harmless any member of the Board or the Committee and other individuals, including Employees and Directors, performing services on behalf of the Committee, against any liability, cost or expense arising as a result of any claim asserted by any person or entity under the laws of any state or of the United States with respect to any action or failure to act of such individuals taken in connection with this Plan, except claims or liabilities arising on account of the willful misconduct or bad faith of such Board member, Committee member or individual.

     22. Right to Employment or Service. The granting of any Award shall not impose upon the Company any obligation to maintain any Participant as an Employee or a Director and shall not diminish the power of the Company to terminate any Participant’s employment or service at any time.

     23. Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Texas.

     24. Effective Date of Plan. This Plan shall be effective as of February 24, 2006, subject to approval of this Plan by the stockholders of the Company within one year of the date this Plan is adopted by the Board. If the stockholders of the Company should fail to so approve this Plan within one year of the adoption date, this amendment and restatement shall terminate and cease to be of any further force or effect and all grants of Awards hereunder shall be null and void.

-15-

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Paul J. Sarvadi, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Administaff, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2006

/s/ Paul J. Sarvadi  

Paul J. Sarvadi 

Chairman of the Board and Chief Executive Officer 

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Douglas S. Sharp, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Administaff, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2006

/s/ Douglas S. Sharp  

Douglas S. Sharp 

Vice President of Finance,
Chief Financial Officer and Treasurer 

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Administaff, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2006 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Paul J. Sarvadi, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respect, the financial condition and results of operations of the Company.

/s/ Paul J. Sarvadi Paul J. Sarvadi

Chairman of the Board and Chief Executive Officer

August 1, 2006

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Administaff, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2006 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Douglas S. Sharp, Vice President of Finance, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respect, the financial condition and results of operations of the Company.

/s/ Douglas S. Sharp Douglas S. Sharp

Vice President of Finance, Chief Financial Officer and Treasurer

August 1, 2006