EXHIBIT 10.11

                      FIRST AMENDMENT TO ADMINISTAFF, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

         The Administaff, Inc. Employee Stock Purchase Plan, as amended and
restated effective April 1, 2002 ("Plan") shall be, and hereby is, amended in
the following respects:

                                       I.

         Effective July 31, 2002, Section 8 of the Plan is amended in its
entirety to provide as follows:

                  "8.      Purchase of Shares.

                  (a)      Following the end of each Purchase Period, the
         Participants' Accounts shall be applied automatically by the
         Recordkeeper to purchase the maximum number of shares of Common Stock
         that may be purchased with the accumulated payroll deduction and
         dividends, if any, allocated to the Participants' Accounts. Each
         Participant's Account shall be allocated each Purchase Period its pro
         rata share (whole shares only) of the total number of shares purchased
         for such Purchase Period. If any amount of a Participant's payroll
         deductions for the applicable Purchase period remains after subtracting
         the costs of the whole shares allocated to the Participant's Account,
         such amount will be retained as residual cash and shall be applied to
         the purchase of shares of Common Stock during the following Purchase
         Period(s). A Participant shall have all of the rights and privileges of
         a stockholder of the Company with respect to the whole shares of Common
         Stock allocated to the Participant's Account."

                                       II.

         Except as modified herein, the Plan shall remain in full force and
effect.

         Executed effective as of July 31, 2002.

                                                 ADMINISTAFF OF TEXAS, INC.

                                                 By:/s/ Paul J. Sarvadi
                                                 --------------------------
                                                 Paul J. Sarvadi