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                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         ROBERT HALF INTERNATIONAL INC.,

                             A DELAWARE CORPORATION

          Robert Half International Inc., a corporation organized and existing
under the laws of the State of Delaware, DOES HEREBY CERTIFY:

          FIRST:    The present name of the Corporation is Robert Half
International Inc.

          SECOND:   The Corporation was originally incorporated under the name
Boothe Interim Corporation and subsequently changed its name to Boothe Financial
Corporation before taking its present name.

          THIRD:    The date of filing of the Corporation's original Certificate
of Incorporation with the Secretary of State of the State of Delaware was
October 18, 1979.

          FOURTH:   This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as previously restated, amended or supplemented,
and there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.

          FIFTH:    This Restated Certificate of Incorporation has been duly
adopted by the Corporation's Board of Directors in accordance with the
applicable provisions of Section 245 of the General Corporation Law of the State
of Delaware.

          SIXTH:    The Certificate of Incorporation is hereby restated to read
in full as follows:

          1.   NAME.  The name of the Corporation is Robert Half International
Inc.

          2.   REGISTERED OFFICE.  The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

          3.   PURPOSES.  The purpose of the Corporation is to engage in any
lawful act or activity for which  

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corporations may be organized under the General Corporation Law of the State of
Delaware.

          4.   CAPITAL STOCK.

               A.   AUTHORIZED CAPITAL.  The Corporation is authorized to 
issue two classes of shares of stock to be designated respectively 
"preferred" and "common."  The total number of shares which the Corporation 
is authorized to issue is one hundred sixty-five million (165,000,000), and 
the aggregate par value of all shares that are to have a par value shall be 
$165,000.  The number of common shares authorized is one hundred sixty 
million (160,000,000), each such share to have a par value of $.001, and the 
number of preferred shares authorized is five million (5,000,000), each such 
share to have a par value of $.001.

               B.   COMMON STOCK.  The holders of shares of common stock 
shall be entitled to receive such dividends as may be declared by the Board 
of Directors.  In the event of voluntary or involuntary liquidation of the 
Corporation, the holders of shares of common stock shall be entitled to 
receive pro rata all of the remaining assets of the Corporation available for 
distribution to its stockholders after all amounts to which the holders of 
shares of preferred stock are entitled have been paid or set aside in cash 
for payment.  Except as may be otherwise required by law or this Certificate 
of Incorporation, each holder of record of each share of common stock shall 
be entitled to one vote for each such share standing in his name on the books 
of the Corporation.

               C.   PREFERRED STOCK.  The designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, of the preferred stock shall be as follows:

          The preferred stock may be issued from time to time in one or more
series.  The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of preferred stock in one or
more series, with such voting powers, full or limited, or without voting powers
and with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereon,
as shall be stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors, and as are not stated and
expressed in this Certificate of Incorporation, or any amendment thereto,
including (but without limiting the generality of the foregoing) the following:

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                    (a)  the distinctive serial designation of such series and
the number of shares constituting a series;

                    (b)  the dividend rate of such series, the conditions and
dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any other class or
classes or of any other series of capital stock, and whether such dividends
shall be cumulative or noncumulative;

                    (c)  whether the shares of such series shall be subject to
redemption by the Corporation, and, if made subject to such redemption, the
times, prices and other terms and conditions of such redemption;

                    (d)  whether the shares are entitled to the benefit of a
sinking or retirement fund to be applied to the purchase or redemption of shares
of a series and, if so entitled, the amount of the fund and the manner of its
application, including the price or prices at which the shares may be redeemed
or purchased through the application of the fund;

                    (e)  whether or not the shares of such series shall be
convertible into or exchangeable for, shares of any other class or classes or of
any other series of any class or classes of capital stock of the Corporation,
and, if provision be made for conversion or exchange, the times, prices, rates,
adjustments, and other terms and conditions of such conversion or exchange; 

                    (f)  the voting powers, full or limited, if any, of the
shares of the series;

                    (g)  the restrictions, if any, on the issue or reissue of
any additional preferred stock;

                    (h)  the rights of the holders of the shares of such series
upon the dissolution of, or upon the distribution of assets of, the Corporation.

          There is hereby expressly granted to the Board of Directors of the
Corporation authority to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series, but not below the number of
shares of that series then outstanding.  In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of such series.

               D.   SERIES A JUNIOR PARTICIPATING PREFERRED STOCK.

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                    SECTION 1.  DESIGNATION AND AMOUNT.  The shares of such 
series shall be designated as "Series A Junior Participating Preferred
Stock" (the "Series A Preferred Stock") and the number of shares constituting
the Series A Preferred Stock shall be One Million (1,000,000).  Such
number of shares may be increased or decreased by resolution of the Board of
Directors; PROVIDED, that no decrease shall reduce the number of shares of
Series A Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series A
Preferred Stock.

                    SECTION 2.  DIVIDENDS AND DISTRIBUTIONS.  

                         (A)  Subject to the rights of the holders of any 
shares of any series of preferred stock (or any similar stock) ranking prior 
and superior to the Series A Preferred Stock with respect to dividends, the 
holders of shares of Series A Preferred Stock, in preference to the holders 
of common stock, par value $0.001 per share (the "Common Stock"), of the 
Corporation, and of any other junior stock, shall be entitled to receive, 
when, as and if declared by the Board of Directors out of funds legally 
available for the purpose, quarterly dividends payable in cash on the first 
day of March, June, September and December in each year (each such date being 
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the 
first Quarterly Dividend Payment Date after the first issuance of a share or 
fraction of a share of Series A Preferred Stock, in an amount per share 
(rounded to the nearest cent) equal to the greater of (a) $0.25 or (b) 
effective as of August 15, 1996 but thereafter subject to the provision for 
adjustment hereinafter set forth, 100 times the aggregate per share amount of 
all cash dividends, and 100 times the aggregate per share amount (payable in 
kind) of all non-cash dividends or other distributions, other than a dividend 
payable in shares of Common Stock or a subdivision of the outstanding shares 
of Common Stock (by reclassification or otherwise), declared on the Common 
Stock since the immediately preceding Quarterly Dividend Payment Date or, 
with respect to the first Quarterly Dividend Payment Date, since the first 
issuance of any share or fraction of a share of Series A Preferred Stock.  In 
the event the Corporation shall at any time declare or pay any dividend on 
the Common Stock payable in shares of Common Stock, or effect a subdivision 
or combination or consolidation of the outstanding shares of Common Stock (by 
reclassification or otherwise than by payment of a dividend in shares of 
Common Stock) into a greater or lesser number of shares of Common Stock, then 
in each such case the amount to which holders of shares of Series A Preferred 
Stock were entitled immediately 

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prior to such event under clause (b) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                         (B)  The Corporation shall declare a dividend or 
distribution on the Series A Preferred Stock as provided in paragraph (A) of 
this Section immediately after it declares a dividend or distribution on the 
Common Stock (other than a dividend payable in shares of Common Stock); 
provided that, in the event no dividend or distribution shall have been 
declared on the Common Stock during the period between any Quarterly Dividend 
Payment Date and the next subsequent Quarterly Dividend Payment Date, a 
dividend of $0.25 per share on the Series A Preferred Stock shall 
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

                         (C)  Dividends shall begin to accrue on outstanding 
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date 
next preceding the date of issue of such shares, unless the date of issue of 
such shares is prior to the record date for the first Quarterly Dividend 
Payment Date, in which case dividends on such shares shall begin to accrue 
from the date of issue of such shares, or unless the date of issue is a 
Quarterly Dividend Payment Date or is a date after the record date for the 
determination of holders of shares of Series A Preferred Stock entitled to 
receive a quarterly dividend and before such Quarterly Dividend Payment Date, 
in either of which events such dividends shall begin to accrue from such 
Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not bear 
interest.  Dividends paid on the shares of Series A Preferred Stock in an 
amount less than the total amount of such dividends at the time accrued and 
payable on such shares shall be allocated pro rata on a share-by-share basis 
among all such shares at the time outstanding.  The Board of Directors may 
fix a record date for the determination of holders of shares of Series A 
Preferred Stock entitled to receive payment of a dividend or distribution 
declared thereon, which record date shall be not more than 60 days prior to 
the date fixed for the payment thereof.

                    SECTION 3.  VOTING RIGHTS.  The holders of shares of 
Series A Preferred Stock shall have the following voting rights:

                         (A)  Effective as of August 15, 1996 but subject to 
the provision for adjustment hereinafter set forth, each share of Series A 
Preferred Stock shall entitle the holder thereof to 100 votes on all matters 
submitted to a vote of the stockholders 

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of the Corporation.  In the event the Corporation shall at any time declare or
pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the number of votes per share to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

                         (B)  Except as otherwise provided herein, in any 
other Certificate of Designations creating a series of preferred stock or any 
similar stock, or by law, the holders of shares of Series A Preferred Stock 
and the holders of shares of Common Stock and any other capital stock of the 
Corporation having general voting rights shall vote together as one class on 
all matters submitted to a vote of stockholders of the Corporation.

                         (C)  Except as set forth herein, or as otherwise
provided by law, holders of Series A Preferred Stock shall have no special
voting rights and their consent shall not be required (except to the extent they
are entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.

                    SECTION 4.  CERTAIN RESTRICTIONS.

                         (A)  Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

                             (i)  declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

                             (ii)  declare or pay dividends, or make any 
other distributions, on any shares of stock ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with the Series A 
Preferred Stock, except dividends paid ratably on the Series A Preferred 
Stock and all such parity stock on which dividends are payable or in arrears 
in proportion to the 

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total amounts to which the holders of all such shares are then entitled;

                             (iii)  redeem or purchase or otherwise acquire 
for consideration shares of any stock ranking junior (either as to dividends 
or upon liquidation, dissolution or winding up) to the Series A Preferred 
Stock, provided that the Corporation may at any time redeem, purchase or 
otherwise acquire shares of any such junior stock in exchange for shares of 
any stock of the Corporation ranking junior (either as to dividends or upon 
dissolution, liquidation or winding up) to the Series A Preferred Stock; or

                             (iv)  redeem or purchase or otherwise acquire 
for consideration any shares of Series A Preferred Stock, or any shares of 
stock ranking on a parity with the Series A Preferred Stock, except in 
accordance with a purchase offer made in writing or by publication (as 
determined by the Board of Directors) to all holders of such shares upon such 
terms as the Board of Directors, after consideration of the respective annual 
dividend rates and other relative rights and preferences of the respective 
series and classes, shall determine in good faith will result in fair and 
equitable treatment among the respective series or classes.

                         (B)  The Corporation shall not permit any subsidiary
of the Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

                    SECTION 5.  REACQUIRED SHARES.  Any shares of Series A 
Preferred Stock purchased or otherwise acquired by the Corporation in any 
manner whatsoever shall be retired and cancelled promptly after the 
acquisition thereof.  All such shares shall upon their cancellation become 
authorized but unissued shares of preferred stock and may be reissued as part 
of a new series of preferred stock subject to the conditions and restrictions 
on issuance set forth herein, in the Certificate of Incorporation, or in any 
other Certificate of Designations creating a series of preferred stock or any 
similar stock or as otherwise required by law.

                    SECTION 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.  Upon 
any liquidation, dissolution or winding up of the Corporation, no 
distribution shall be made (1) to the holders of shares of stock ranking 
junior (either as to dividends or upon liquidation, dissolution or winding 
up) to the Series A Preferred Stock unless, prior thereto, the holders of 
shares of Series A Preferred Stock shall have received $25 per share, plus 
an amount equal to accrued and 

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unpaid dividends and distributions thereon, whether or not declared, to the 
date of such payment, provided that the holders of shares of Series A 
Preferred Stock shall be entitled to receive an aggregate amount per share, 
effective August 15 , 1996 but thereafter subject to the provision for 
adjustment hereinafter set forth, equal to 100 times the aggregate amount to 
be distributed per share to holders of shares of Common Stock, or (2) to the 
holders of shares of stock ranking on a parity (either as to dividends or 
upon liquidation, dissolution or winding up) with the Series A Preferred 
Stock, except distributions made ratably on the Series A Preferred Stock and 
all such parity stock in proportion to the total amounts to which the holders 
of all such shares are entitled upon such liquidation, dissolution or winding 
up.  In the event the Corporation shall at any time declare or pay any 
dividend on the Common Stock payable in shares of Common Stock, or effect a 
subdivision or combination or consolidation of the outstanding shares of 
Common Stock (by reclassification or otherwise than by payment of a dividend 
in shares of Common Stock) into a greater or lesser number of shares of 
Common Stock, then in each such case the aggregate amount to which holders of 
shares of Series A Preferred Stock were entitled immediately prior to such 
event under the proviso in clause (1) of the preceding sentence shall be 
adjusted by multiplying such amount by a fraction the numerator of which is 
the number of shares of Common Stock outstanding immediately after such event 
and the denominator of which is the number of shares of Common Stock that 
were outstanding immediately prior to such event.

                    SECTION 7.  CONSOLIDATION, MERGER, ETC.  In case the 
Corporation shall enter into any consolidation, merger, combination or other 
transaction in which the shares of Common Stock are exchanged for or changed 
into other stock or securities, cash and/or any other property, then in any 
such case each share of Series A Preferred Stock shall at the same time be 
similarly exchanged or changed into an amount per share, effective August 15, 
1996 but thereafter subject to the provision for adjustment hereinafter set 
forth, equal to 100 times the aggregate amount of stock, securities, cash 
and/or any other property (payable in kind), as the case may be, into which 
or for which each share of Common Stock is changed or exchanged. In the event 
the Corporation shall at any time declare or pay any dividend on the Common 
Stock payable in shares of Common Stock, or effect a subdivision or 
combination or consolidation of the outstanding shares of Common Stock (by 
reclassification or otherwise than by payment of a dividend in shares of 
Common Stock) into a greater or lesser number of shares of Common Stock, then 
in each such case the amount set forth in the preceding sentence with respect 
to the exchange or change of shares of Series A Preferred Stock shall be 
adjusted by multiplying such amount by a fraction, the numerator of which is 
the number of shares of Common Stock outstanding immediately after such event 
and the

<PAGE>

denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                    SECTION 8.  NO REDEMPTION.  The shares of Series A 
Preferred Stock shall not be redeemable.

                    SECTION 9.  RANK.  The Series A Preferred Stock shall 
rank, with respect to the payment of dividends and the distribution of 
assets, junior to all series of any other class of the Corporation's 
preferred stock.

                    SECTION 10.  AMENDMENT.  The Certificate of Incorporation 
of the Corporation shall not be amended in any manner which would materially 
alter or change the powers, preferences or special rights of the Series A 
Preferred Stock so as to affect them adversely without the affirmative vote 
of the holders of at least two-thirds of the outstanding shares of Series A 
Preferred Stock, voting together as a single class.

          5.   MANAGEMENT OF BUSINESS.  The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
and the directors need not be elected by ballot unless required by the By-laws
of the Corporation.

          6.   BY-LAWS.  In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the By-laws of the Corporation.

          7.   CERTAIN TRANSACTIONS WITH RELATED CORPORATIONS.  Except as
expressly provided in this Article 7, the affirmative vote or consent of the
holders of at least 66-2/3% of the outstanding shares of capital stock of the
Corporation entitled to vote in the election of directors shall be required to
authorize, adopt or approve any of the following:

               (i)  Any plan of merger or consolidation of the Corporation with
or into any Related Corporation or any affiliate of a Related Corporation or of
any Related Corporation or any affiliate of a Related Corporation into the
Corporation;

               (ii)  Any sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Corporation to or with any
Related Corporation or any affiliate of a Related Corporation, whether or not in
connection with the dissolution of the Corporation; or

               (iii)  Any issuance of capital stock or other securities of the
Corporation in exchange or payment for any properties or assets of any Related
Corporation or any 

<PAGE>

affiliate of a Related Corporation in a transaction for which the approval of
stockholders of the Corporation is required by law or by any national securities
exchange on which outstanding securities of the Corporation are listed as a
prerequisite to the listing thereon of the additional securities being issued.
The provisions of this Article 7 shall not be applicable to any merger or
consolidation of the Corporation with or into, or any sale, lease, exchange or
other disposition of all or substantially all the property of the Corporation to
or with a corporation of which the Corporation owns, of record or beneficially,
a majority of the outstanding shares of all classes of stock entitled to vote in
the election of directors of that corporation.  Should a majority of the
disinterested members of the Board of Directors so authorize by express
resolution, the affirmative vote or consent of the holders of at least a
majority of the outstanding shares of capital stock of the Corporation entitled
to vote in the election of directors may authorize, adopt, or approve any of the
transactions specified in this Article 7.  As used in this Article 7, the
following terms shall have the following meanings:

               (i)  "Related Corporation" shall mean any corporation which
together with its affiliates and associated persons owns or has presently
exercisable rights to acquire, as of the record date for the determination of
stockholders entitled to vote on the transaction in question, of record or
beneficially, directly or indirectly, 10% or more of the outstanding shares of
capital stock of the Corporation entitled to vote on such transaction;

               (ii)  An "affiliate" of a Related Corporation shall mean any
individual, partnership, joint venture, trust, corporation or other entity
which, directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such Related Corporation;

               (iii)  An "associated person" of a Related Corporation shall
mean any beneficial owner, directly or indirectly, of 10% or more of any class
of equity security of such Related Corporation or any of its affiliates; and

               (iv)  A "disinterested member" shall refer to a director who is
not a director, officer, associated person, or affiliate of a Related
Corporation or of an affiliate (other than the Corporation or any of its
subsidiaries) of a Related Corporation, and who is not a nominee of such a
director, officer, associated person, or affiliate of a Related Corporation.

               Any determination made in good faith by the Board of Directors,
on the basis of information at the time 

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available to it, as to whether any corporation is a Related Corporation or
whether any person is an affiliate or an associated person of a Related
Corporation, shall be conclusive and binding for all purposes of this Article 7.

               This Article 7 shall not be altered, amended or repealed, and no
amendment of this Certificate of Incorporation inconsistent with any provision
of this Article 7 shall be adopted, unless the holders of at least 66-2/3% of
the outstanding shares of capital stock of the Corporation entitled to vote
thereon, shall have approved such alteration, amendment, repeal or adoption.

          8.   AMENDMENTS.  Subject to Article 7, the Corporation reserves the
right to amend and repeal any provision contained in this Certificate of
Incorporation in the manner prescribed by the laws of the State of Delaware. All
rights herein conferred are granted subject to this reservation.

          9.   ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS.  A director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit.  Any repeal or
modification of the preceding sentence by the stockholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

          10.  INDEMNIFICATION AND INSURANCE.

               (a)  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director, officer or employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be 

<PAGE>

indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; PROVIDED, HOWEVER, that,
except as provided in paragraph (b) hereof with respect to proceedings to
enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation.  The right to indemnification conferred in this
Article shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses"); PROVIDED,
HOWEVER, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking, by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such indemnitee is not entitled to be indemnified
for such expenses under this Article or otherwise (hereinafter an
"undertaking").

               (b)  RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under
paragraph (a) of this Article is not paid in full by the Corporation within
sixty days after a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim.  If
successful in whole or in part in any such suit or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit.  In (i) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) any suit by the Corporation to recover an advancement of
expenses pursuant to the terms of 

<PAGE>

an undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law.  Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to
enforce a right hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified or to such advancement of expenses
under this Article or otherwise shall be on the Corporation.

               (c)  NON-EXCLUSIVITY OF RIGHTS.  The rights to indemnification
and to the advancement of expenses conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, this Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

               (d)  INSURANCE.  The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

               (e)  INDEMNIFICATION OF AGENTS OF THE CORPORATION.  The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any agent of the Corporation to the fullest extent of the provisions of this
Article with respect to the indemnification and advancement of expenses of
directors, officers and employees of the Corporation.

          IN WITNESS WHEREOF, Robert Half International Inc. has caused this 
Restated Certificate of Incorporation to be signed by Kirk E. Lundburg, its 
Vice President, and attested by Steven Karel, its Secretary, this 3rd day of 
June, 1997.

<PAGE>

                                        ROBERT HALF INTERNATIONAL INC.




                                       By  /S/KIRK E. LUNDBURG   
                                          -----------------------
                                       Name:  Kirk E. Lundburg
                                       Title: Vice President


Attest:
By  /s/STEVEN KAREL   
   -------------------
Name:  Steven Karel
Title: Secretary

