NT 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                Commission File Number:  0-21886

                           NOTIFICATION OF LATE FILING

(Check one):   X  Form 10-K         Form 11-K         Form 20-F       Form 10-Q
             ----              ----              ----            ----
         For Period Ended:  December 31, 2002

|_| Transition Report on Form 10-K       |_| Transition Report on Form 10-Q

|_| Transition Report on Form 20-F       |_| Transition Report on Form N-SAR

|_| Transition Report on Form 11-K

    For the Transition Period Ended: _____________________________________
    READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
         Nothing in this form shall be construed to imply that the Commission
    has verified any information contained herein.
         If the notification relates to a portion of the filing checked above,
    identify the item(s) to which the notification relates:  ___________________

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant:   BARRETT BUSINESS SERVICES, INC.

Address of principal executive office:  4724 S.W. Macadam Avenue
                                        Portland, Oregon 97239

                                     PART II
                             RULE 12b-25 (b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

        |(a)         The reasons described in reasonable detail in Part III of
        |            this form could not be eliminated without unreasonable
        |            effort or expense;
        |(b)         The subject annual report, semi-annual report, transition
        |            report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
        |            thereof will be filed on or before the 15th calendar day
  |X|   |            following the prescribed due date; or the subject quarterly
        |            report or transition report on Form 10-Q, or portion
        |            thereof will be filed on or before the fifth calendar day
        |            following the prescribed due date; and
        |(c)         The accountant's statement or other exhibit required by
        |            Rule 12b-25(c) has been attached as Exhibit 1.

                                      -1-



                                    PART III
                                    NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period.

         As previously  reported on March 19, 2003,  Barrett Business  Services,
Inc.  (the  "Company"),   consistent  with   determinations   by  several  other
publicly-traded  professional  employer  ("PEO")  companies,  has  determined to
restate its PEO revenues based upon Emerging  Issues Task Force Issue No. 99-19,
"Reporting  Revenues Gross as a Principal Versus Net as an Agent" (EITF 99-19").
The restatement is predicated on the determination that a PEO company is not the
primary  obligor of the direct  payroll  costs of its PEO  employees.  Under the
Company's new "net revenue"  reporting for PEO services,  the salaries and wages
of PEO  employees are no longer  recognized  as revenue  components by "netting"
such costs against PEO revenues. The new application of EITF 99-19 has no effect
on  gross  margin  dollars,   net  income,  cash  flows,   working  capital  and
shareholders'  equity  amounts  previously  reported,  and will not affect  such
amounts in future periods.

         As a result of the Company's  restatement of its financial  statements,
it has been advised by its outside auditors,  PricewaterhouseCoopers  LLP, that,
in accordance with that firm's policy, the Company's draft annual report on Form
10-K for the year ended December 31, 2002 (the "Form 10-K"), must be reviewed by
that   firm's   National   Office   prior  to  the  release  of  the  report  of
PricewaterhouseCoopers   LLP  on  the  Company's  audited  financial  statements
included in the Form 10-K. Due to the  substantial  number of similar filings by
calendar  year issuers  requiring  such review,  PricewaterhouseCoopers  LLP has
advised  the Company  that it will be unable to complete  its review of the Form
10-K in time for the Company to meet the filing due date of March 31, 2003.

                                     PART IV
                                OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
             notification:

             Michael D. Mulholland         (503)                   220-0988
                  (Name)                (Area Code)           (Telephone Number)

         (2) Have all other periodic  reports required under Section 13 or 15(d)
             of  the  Securities  Exchange  Act of  1934  or  Section  30 of the
             Investment  Company Act of 1940 during the  preceding  12 months or
             for such shorter  period that the  registrant  was required to file
             such report(s) been filed? If the answer is no, identify report(s).
                                                        -X- Yes --- No

         (3) Is it  anticipated  that  any  significant  change  in  results  of
             operations from the  corresponding  period for the last fiscal year
             will be reflected by the earnings  statements to be included in the
             subject report or portion thereof?         -X- Yes --- No

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

                                      -2-



         On March 19, 2003,  the Company  issued a press release  announcing its
         results of operations for the quarter and year ended December 31, 2002.
         The Company's  announced net loss for the year ended December 31, 2002,
         was  $1,353,000,  an  improvement  of  $1,069,000  over the net loss of
         $2,422,000 for 2001.

         BARRETT  BUSINESS  SERVICES,  INC., has caused this  notification to be
signed on its behalf by the undersigned thereunto duly authorized.


Date:  March 28, 2003                       By:  /s/ Michael D. Mulholland
                                                --------------------------------
                                                Michael D. Mulholland
                                                Title:  Vice President - Finance

                                    ATTENTION

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

                                      -3-

EX-99

                                                                      EXHIBIT 99


March 28, 2003


Barrett Business Services, Inc.
Portland, Oregon


Ladies and Gentlemen:

Pursuant  to  Rule  12b-25  of the  General  Rules  and  Regulations  under  the
Securities  Exchange  Act of 1934,  we inform you that we have been  furnished a
copy of Form  12b-25  to be  filed  by  Barrett  Business  Services,  Inc.  (the
"Company"),  on or about March 28,  2003,  which  contains  notification  of the
Company's  inability to file its Form 10-K by March 31,  2003.  We have read the
Company's  statements contained in Part III therein and we agree with the stated
reason  as to why we were  unable  to  complete  our  audit  and  report  on the
Company's  financial  statements  for the year ended  December 31,  2002,  to be
included in the Form 10-K by March 31, 2003.

Very truly yours,


/s/ PRICEWATERHOUSECOOPERS LLP