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                                                                     EXHIBIT 4.4

                 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

ARTICLES FOURTH, FIFTH, SEVENTH, EIGHTH AND TENTH OF THE CERTIFICATE OF
INCORPORATION OF INTERIM SERVICES INC. AS AMENDED SEPTEMBER 12, 1996, FOLLOWS:


         Fourth: The aggregate number of shares of all classes of stock that
    the Corporation shall have authority to issue is 27,500,000, divided into
    two classes as follows:

         (i)  25,000,000 shares of a class designated Common Stock with a par
    value of $0.01 per share; and

         (ii) 2,500,000 shares of a class designated Preferred Stock with a par
    value of $0.01 per share.



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         The voting powers, designations, preferences, qualifications,
    limitations, restrictions and special or relative rights in respect of each
    class of stock are or shall be fixed as follows:

         (1)  PREFERRED STOCK. The Board of Directors is expressly authorized
    to issue the Preferred Stock from time to time, in one or more series,
    provided that the aggregate number of shares issued and outstanding at any
    time of all such series shall not exceed 2,500,000. The Board of Directors
    is further authorized to fix or alter by resolution or resolutions, in
    respect of each such series, the following terms and provisions of any
    authorized and unissued shares of such stock:

         (a) The distinctive serial designation;

         (b) The number of shares of the series, which number may at any time
    or from time to time be increased or decreased (but not below the number of
    shares of such series then outstanding) by the Board of Directors;

         (c) The voting powers and, if voting powers are granted, the extent of
    such voting powers including the right, if any, to elect a director or
    directors;

         (d) The election, term of office, filling of vacancies and other terms
    of the directorships of directors elected by the holders of any one or more
    classes or series of such stock;

         (e) The dividend rights, including the divided rate and the dates on
    which any dividends shall be payable;

         (f) The date from which dividends on shares issued prior to the date
    for payment of the first dividend thereon shall be cumulative, if any;

         (g) The redemption price, terms of redemption, and the amount of and
    provisions regarding any sinking fund for the purchase or redemption
    thereof;

         (h) The liquidation preference and the amounts payable on dissolution
    or liquidation;

         (i) The terms and conditions, if any, under which shares of the series
    may be converted; and


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         (j)  Any other terms or provisions that the Board of Directors is by
    law authorized to fix or alter.

         (2)  COMMON STOCK.  The holders of shares of Common Stock shall be
    entitled (i) to vote on all matters at all meetings of the shareholders of
    the Corporation on the basis of one vote for each share of Common Stock
    held of record; (ii) subject to any preferential dividend rights applicable
    to the Preferred Stock, to receive such dividends as may be declared by the
    Board of Directors; and (iii) in the event of the voluntary, or
    involuntary, liquidation or winding up of the Corporation, after
    distribution in full of any preferential amounts to be distributed to
    holders of shares of Preferred Stock, to receive all of the remaining
    assets of the Corporation available for distribution to its shareholders,
    ratably in proportion to the aggregate number of their shares of Common
    Stock and Preferred Stock (if the holders of such Preferred Stock are
    entitled to share in such distribution).

         (3)  PROVISIONS APPLICABLE TO COMMON AND PREFERRED STOCK.  No holder
    of shares of any class of stock of the Corporation shall be entitled, as a
    matter of right, to purchase or subscribe for any shares of any class of
    stock of the Corporation, whether now or hereafter authorized.  The Board
    of Directors shall have authority to fix the issue price of any and all
    shares of any class of stock of the Corporation.

         FIFTH:  (A)  NUMBER OF DIRECTORS.  The number of directors to
    constitute the Board of Directors shall be such number as fixed by a
    resolution adopted by the affirmative vote of a majority vote of the whole
    Board of Directors, but to be nine until otherwise determined.

         (B)  CLASSIFICATION OF DIRECTORS.  Pursuant to an action taken by the
    shareholders of the Corporation either at a special meeting of the
    shareholders of the Corporation in 1993 or pursuant to a consent in lieu
    thereof of the shareholders of the Corporation in accordance with Section
    228 of the GCL, the directors of the Corporation shall be divided into
    three classes:  Class I, Class II and Class III.  Membership in such
    classes shall be as nearly equal as possible and any increase or


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    decrease in the number of directors shall be apportioned by the Board of
    Directors among the classes to maintain the number of directors as nearly
    equal as possible.  The initial Class I directors shall hold office until
    the annual meeting of the shareholders of the Corporation in 1994, the
    initial Class II directors shall hold office until the annual meeting of
    shareholders of the Corporation in 1995, and the initial Class III
    directors shall hold office until the annual meeting of shareholders of
    the Corporation in 1996 or, in each case, until their successors are
    elected and qualified and subject to prior death, resignation, retirement
    or removal from office.  Beginning in 1994, at each annual meeting of
    shareholders, the directors elected to succeed those whose terms then expire
    shall belong to the same class as the directors they succeed and shall hold
    office until the third succeeding annual meeting of shareholders or
    until their successors are elected and qualified and subject to the prior
    death, resignation, retirement or removal from office of a director.  No
    decrease in the number of directors constituting the Board of Directors
    shall reduce the term of any incumbent director.

         Whenever the holders of any one or more classes or series of Preferred
    Stock of the Corporation shall have the right to elect directors, the
    election, term of office, filling of vacancies and other terms of such
    directorships shall be governed by the provisions of this Certificate of
    Incorporation applicable to such Preferred Stock and such directors shall
    not be divided into classes pursuant to this Article Fifth unless expressly
    provided or determined as provided elsewhere in this Certificate of
    Incorporation.

         (C)  VACANCIES.     Newly created directorships resulting from an
    increase in the number of directors and any vacancies on the Board of
    Directors resulting from any cause shall be filled by a majority of the
    Board of Directors then in office, although less than a quorum, or by a
    sole remaining director.  Any director elected to fill a vacancy not
    resulting from an increase in the number of directors shall have the same
    remaining term as his or her predecessor.

         (D)  REMOVAL OF DIRECTORS.    The entire Board of Directors of the
    corporation may be removed at any time but only by the affirmative vote of
    the


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    holders of two-thirds or more of the outstanding shares of each class of
    stock of the corporation entitled to elect one or more directors at a
    meeting of the shareholders called for such purpose.

         (E)  BYLAWS.  The Board of Directors shall have the power to make,
    alter, amend, change, add to or repeal the Bylaws of the corporation.

       SEVENTH:  In the event any class of stock of the Corporation is
   registered pursuant to the Securities Exchange Act of 1934, as
   amended, for so long as such class of stock of the Corporation is so
   registered, any action that may be taken at any annual or special
   meeting of the shareholders of the Corporation shall be taken only at
   an annual or special meeting of the shareholders of the Corporation
   and no such action shall be taken without such a meeting, regardless
   of any provision of the GCL that permits shareholders to take such an
   action by written consent in lieu of an annual or special meeting of
   shareholders.

       EIGHTH:  Special meetings of the shareholders for any lawful purpose
   or purposes may be called at any time only by a majority of the Board
   of Directors, by the Chairman of the Board or by the President. Each
   call for a special meeting  of the shareholders shall state the time,
   the day, the place and the purpose or purposes of such meeting and
   shall be in writing, signed by the persons making the same and
   delivered to the secretary. No business shall be conducted at any
   special meeting of the shareholders other than the business stated in
   the call for such meeting. The shareholders of the Corporation shall
   not be entitled, as a matter of right, to require the Board of
   Directors to call a special meeting of the shareholders or to bring
   any business before a special meeting of the shareholders.

       TENTH:  The affirmative vote of the holders of not less than 2/3
       of the outstanding shares of stock of the Corporation entitled to
       vote generally in the election of directors shall be required to
       amend, modify, alter or repeal Articles Fifth, Eighth, and Tenth
       of this Restated Certificate of Incorporation or any provision of
       the Corporation's Bylaws.

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