KELLY SERVICES, INC.


                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                 May 18, 1994

To the Stockholders of
Kelly Services, Inc.

      Notice is hereby given that the Annual Meeting of Stockholders of 
Kelly Services, Inc., a Delaware corporation, will be held at the offices 
of the Company, 999 West Big Beaver Road, Troy, Michigan 48084-4782, on 
May 18, 1994 at 11 o'clock in the forenoon, Eastern Daylight Time, for the 
following purposes: 

      1. To elect two (2) directors for a three (3) year term. 

      2. To ratify the appointment of Price Waterhouse as independent 
         accountants. 

      3. To transact any other business as may properly come before the 
         meeting or any adjournment or adjournments thereof. 

      Only holders of the Company's Class B common stock of record at the 
close of business on March 21, 1994 will be entitled to notice of and to 
vote at the meeting. 

      To ensure a quorum, it is important that your proxy be mailed 
promptly in the enclosed envelope, which requires no postage. 

                                  By Order of the Board of Directors

                                  Eugene L. Hartwig
                                      Secretary
A
pril 8, 1994 
999 West Big Beaver Road 
Troy, Michigan 48084-4782 


<PAGE>

<PAGE>

                           KELLY SERVICES, INC. 
                         999 West Big Beaver Road 
                        Troy, Michigan 48084-4782 

                                                             April 8, 1994

                             PROXY STATEMENT 

                   1994 ANNUAL MEETING OF STOCKHOLDERS 

      This statement is furnished in connection with the solicitation of 
proxies on behalf of the Board of Directors of Kelly Services, Inc. 
(hereinafter called the "Company") for use at the Annual Meeting of 
Stockholders of the Company to be held at the corporate offices of the 
Company in Troy, Michigan on May 18, 1994 for the purposes set forth in 
the accompanying Notice of Annual Meeting of Stockholders. The approximate 
date on which this Proxy Statement and enclosed form of proxy are first 
being sent to stockholders of the Company is April 8, 1994. If the 
enclosed form of proxy is executed and returned by the stockholder, it may 
nevertheless be revoked by the person giving it by written notice of 
revocation to the Secretary of the Company, by submitting a later dated 
proxy or appearing in person at the meeting any time prior to the exercise 
of the powers conferred thereby. 

      If a proxy in the accompanying form is properly executed, returned 
to the Company and not revoked, the shares represented by the proxy will 
be voted in accordance with the instructions set forth thereon. If no 
instructions are given with respect to the matters to be acted upon, the 
shares represented by the proxy will be voted FOR the election of the 
directors, designated Proposal 1 on the proxy, FOR the proposal to ratify 
the selection of independent accountants, designated Proposal 2 on the 
proxy, and on any other matters that properly come before the Annual 
Meeting in the manner as set forth on the proxy.  Abstentions (including 
broker non-votes) are not counted as votes cast in the tabulation of votes 
on any matter submitted to stockholders. 

      Stockholders on the record date will be entitled to one vote for 
each share held. 

      At the close of business on March 21, 1994, the outstanding number 
of voting securities (exclusive of treasury shares) was 3,603,124 shares 
of the Class B common stock, having a par value of $1.00. Class B common 
stock is the only class of the Company's securities with voting rights. 

                                       1

<PAGE>

<PAGE>

                     SECURITIES BENEFICIALLY OWNED BY 

                  PRINCIPAL STOCKHOLDERS AND MANAGEMENT 

      Under regulations of the Securities and Exchange Commission, persons 
who have power to vote or dispose of common stock of the Company, either 
alone or jointly with others, are deemed to be beneficial owners of the 
common stock. 

      Set forth in the following table are the beneficial holdings on 
March 1, 1994, on the basis described above, of each person known by the 
Company to own beneficially more than five percent of the Class B common 
stock: 

 
                                         Number of Shares      Percent 
 Name and Address of                       and Nature of          of 
  Beneficial Owners                   Beneficial Ownership (a)   Class 
 -------------------                  ------------------------  -------
W. R. Kelly.........................        2,189,840(b)         60.8 
  999 W. Big Beaver Road 
  Troy, Michigan 48084 

T. E. Adderley......................        1,024,726(c)         28.4 
  999 W. Big Beaver Road 
  Troy, Michigan 48084 

NBD Bancorp, Inc....................          192,899(d)          5.3 
  611 Woodward Avenue 
  Detroit, Michigan 48226 

(a) Nature of beneficial ownership of securities is direct unless 
    otherwise indicated by footnote. Beneficial ownership as shown in the 
    table arises from sole voting power and sole investment power unless 
    indicated by footnote. 

(b) All shares directly held. Because of his substantial stockholdings, 
    Mr. Kelly may be deemed to be a "control person" of the Company under 
    applicable regulations of the Securities and Exchange Commission. 

(c) Includes 952,100 shares directly held; 71,825 shares in an irrevocable 
    trust, of which he is beneficiary; 625 shares held in five separate 
    trusts of which he is co-trustee with sole or shared voting and 
    investment power, in which he has no equity interest; and 176 shares 
    owned by Mr. Adderley's wife, in which he disclaims beneficial 
    interest. 

(d) Based upon a report filed by NBD Bancorp, Inc. with the Securities and 
    Exchange Commission on Schedule 13G upon which the company relies for 
    the information presented. The report indicates that the number of 
    shares of common stock owned by the reporting person are: 120,919, 
    sole voting power; 71,825, shared voting power; 108,106, sole 
    dispositive power; and 84,263, shared dispositive power. 

                                       2

<PAGE>

<PAGE>

      Set forth in the following table are the beneficial holdings of the 
Class A and Class B common stock on March 1, 1994, on the basis described 
above, of each director and the nominees for election, and all directors 
and officers as a group. 


<TABLE>
<CAPTION>
                                       Class A Common Stock               Class B Common Stock 
                                       --------------------               --------------------

                                    Number of Shares      Percent      Number of Shares      Percent 
        Directors and                and Nature of          of          and Nature of          of 
           Nominees               Beneficial Ownership     Class     Beneficial Ownership     Class 
        -------------             --------------------    -------    --------------------    -------
<S>                               <C>                     <C>        <C>                     <C>
W. R. Kelly...................         14,772,861(a)       43.0           2,189,840(d)        60.8 
T. E. Adderley................          3,662,154(b)       10.7           1,024,726(e)        28.4 
C. V. Fricke..................              3,692           *                   781            * 
H. E. Guenther................              2,702           *                   875            * 
V. G. Istock..................                875           *                   875            * 
All Directors and 
 Executive Officers as a 
 group........................         18,580,028(c)       54.1           3,218,644           89.3 
</TABLE>


* Less than 1% 

(a) All shares directly held except 568,324 shares owned by Mr. Kelly's 
    wife, in which he disclaims beneficial interest. 

(b) Includes 646,103 shares directly held; 335,612 shares in an 
    irrevocable trust, of which he is beneficiary; 2,630,092 shares held 
    in eleven separate trusts of which he is co-trustee with sole or 
    shared investment power, in which he has no equity interest; 49,209 
    shares held by Mr. Adderley and his wife as custodian for certain of 
    his minor children under the Michigan Uniform Gifts to Minors Act, in 
    which he has no equity interest; 1,138 shares owned by Mr. Adderley's 
    wife, in which he disclaims beneficial interest. 

(c) Includes shares which the individuals have a right to acquire through 
    the exercise of stock options within 60 days. 

(d) See footnote (b) to first table. 

(e) See footnote (c) to first table. 

      Section 16(a) of the Securities Exchange Act of 1934 requires the 
Company's directors and executive officers, and persons who own more than 
ten percent of a registered class of the Company's equity securities, to 
file with the Securities and Exchange Commission initial reports of 
ownership and reports of changes in ownership of Common Stock of the 
Company. Officers, directors and greater than ten-percent shareholders are 
required by SEC regulation to furnish the Company with copies of all 
Section 16(a) forms they file. 

      To the Company's knowledge, based solely on review of the copies of 
such reports furnished to the Company and written representations that no 
other reports were required, during the two fiscal years ended January 2, 
1994 all Section 16(a) filing requirements applicable to its executive 
officers, directors and greater than ten-percent beneficial owners have 
been met. 

                                       3

<PAGE>

<PAGE>

                            BOARD OF DIRECTORS 

      The business, property and affairs of the Company are managed by the 
Board of Directors, which establishes broad corporate policies and 
performance objectives, but is not involved in the day-to-day operating 
details. Regular meetings of the Board of Directors are held in each 
quarter and special meetings are scheduled when required. The Board held 
four meetings during the last fiscal year. 

      The Board of Directors has a standing Audit Committee, composed of 
Messrs. Fricke, Guenther and Istock, which held four meetings in 1993. The 
Audit Committee's purpose is to review the scope of the work and fees of 
the independent accountants and to review with the independent accountants 
their report or opinion on the Company's financial statements. 

      During 1993 the Board of Directors did not have a nominating 
committee. The Compensation Committee whose functions are described in the 
Compensation Committee Report on page 4 of this proxy statement held seven 
meetings in 1993 and is composed of Messrs. Fricke and Guenther. 


                        COMPENSATION OF DIRECTORS 

      Directors of the Company who are not salaried officers are paid an 
annual retainer fee of $21,000, a fee of $1,000 for each meeting of the 
Board of Directors attended and a fee of $800 for each meeting of a 
committee of the Board of Directors attended. 

 
      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 

      Mr. Fricke and Mr. Guenther served on the Compensation Committee 
during 1993. 

      Mr. Adderley, the Company's President and Chief Executive Officer, 
serves on the board of directors of NBD Bancorp, Inc. and is a member of 
its Compensation Committee. Mr. Istock, a director of the Company, is 
Chairman and Chief Executive Officer and a director of NBD Bancorp, Inc. 

                      COMPENSATION COMMITTEE REPORT 

      The Company's compensation program for executives is administered by 
the Compensation Committee of the Board of Directors consisting entirely 
of the non-officer directors shown at the end of this report. The 
Committee has responsibility for review and final approval of all 
adjustments in salary and short-term incentive awards for executives of 
the Company, including, with respect to 1993, administering the Kelly 
Services, Inc. Short-Term Incentive Plan. The Committee also administers 
the Kelly Services, Inc. Performance Incentive Plan (the Company's 
long-term incentive plan) and makes recommendations with respect to 
granting awards under such plan subject to review and approval by a 
majority of the full complement of those members of the Board of Directors 
who are "disinterested persons" as that term is used in Rule 16b-3 of the 
Securities and Exchange Commission. 

COMPENSATION PRINCIPLES 

      The philosophy underlying the Company's executive compensation 
program has the following goals: (a) to align key executive and management 
employees with the Company's strategic and financial objectives; (b) to 
attract, retain and motivate a management team of high quality; (c) to 
create incentives which motivate employees to achieve continual growth and 

                                       4

<PAGE>

<PAGE>

increasing profitability of the Company; and (d) to promote appreciation 
of the common interests of stockholders, executives and key management 
employees. 

      Total compensation is directly related to the successful achievement 
of the Company's performance objectives. Short-term objectives are 
established on an annual basis, the achievement of which is rewarded 
annually. Long-term objectives will be tied to a two-to-five-year 
performance period, the achievement of which will be rewarded accordingly. 
All compensation, other than stock options, whether in the form of salary, 
short-term incentive awards or grants of stock, or cash equivalents, will 
be based on successful accomplishment of periodically established 
objectives reflecting the Company's strategic business and financial 
plans. 

      Performance objectives, which are identified as short or long-term, 
provide standards for the measurement of Company, unit and individual 
performance. Some performance objectives are Company-wide; others may 
vary, depending on individual responsibilities, groups of employees or 
particular projects and plans. 

      The Company has reviewed the nondeductability of executive 
compensation in excess of $1 million as required by Section 162(m) of the 
Internal Revenue Code, but has decided, in view of its limited potential 
applicability with respect to 1994 executive compensation, to take no 
action exempting 1994 compensation from operation of the provision. The 
Company will continue to review the matter with respect to subsequent 
years. 

      The following is a discussion of the major elements of the Company's 
executive compensation program along with a description of the decisions 
and actions taken by the Committee with regard to 1993 compensation of Mr. 
Adderley as the Company's Chief Executive Officer. 

ANNUAL COMPENSATION 

      Annual cash compensation for executive officers consists of base 
salaries and, for 1993, variable short-term incentive awards earned under 
the Company's Short-Term Incentive Plan. Base salaries for executive 
officers are targeted to be competitive with the marketplace identified by 
national surveys of executive compensation in which the Company 
periodically participates and which are recognized and credible within the 
professional field of compensation management. Because the Company 
competes for executive-level personnel beyond the temporary help industry, 
the companies included in the surveys referred to above are not the same 
as those included in the Industry Index presented in the performance graph 
in the Company's Proxy Statement. Base salaries are targeted to correspond 
generally with the median of the range of salaries in the surveys 
consulted. 

      Competitive assessments incorporate benchmarking against companies, 
not in the temporary help industry, of similar revenue and other relevant 
factors. Individual performance is also a factor in determining base 
salary. The Committee is responsible for reviewing and approving the 
annual salary increase budget for all officers. 

      For 1993, Mr. Adderley received a 5.88 percent salary increase from 
$510,000 to $540,000 to bring his base salary more in line with the median 
base salary of chief executive officers of other companies of comparable 
size. 

      Annual incentive awards for executive officers paid under the 
Short-Term Incentive Plan required that the Company achieve a certain 
level of earnings per share ("EPS"). Because the Company exceeded the 
threshold EPS objective established for 1993, the Committee approved 

                                       5

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<PAGE>

short-term incentive awards based upon a percentage of the individual 
executive's target award combined with an assessment of unit and 
individual officer performance. In Mr. Adderley's case, his award, which 
was based entirely on the Company's financial performance, was 70 percent 
of his target award of $270,000, or $190,000 rounded. Awards for other 
executive officers, including the four executive officers named in the 
accompanying tables ("Named Executives"), were determined based on the 
Company's EPS results combined with an assessment of their individual and 
unit performance. 

LONG-TERM COMPENSATION 

      The long-term incentive compensation for executive officers consists 
of cash and stock-based awards made under the Company's Performance 
Incentive Plan. Non-Qualified and Incentive Stock Options are currently 
the only type of awards outstanding under the Performance Incentive Plan. 

      During 1993, a review of compensation components for chief executive 
officers in companies of similar size indicated that Mr. Adderley's 
compensation was substantially below competitive levels, given the fact 
that Mr. Adderley had not been awarded stock options under the Company's 
1982 Incentive Stock Option Plan which expired in February 1992. As a 
result, the Committee took action during 1993 to award Mr. Adderley a 
Non-Qualified Stock Option of 25,000 shares of Class A Stock and an 
Incentive Stock Option of 6,000 shares of Class A Stock to bring his 
compensation package more in line with competitive practice. 

      The decision to grant options is considered periodically by the 
Committee during each year. Grants may be given to new hires, employees 
promoted to new positions and other key managers and executives as deemed 
appropriate by the Committee. Grant size is determined based on a targeted 
guideline of option shares for each management level that is competitive 
with practices of companies of similar size. Decisions regarding the size 
of an individual grant take into consideration the number of outstanding, 
unexercised shares available to the individual compared to the targeted 
guideline of the number of shares for the respective management level of 
the employee. The decision to grant options to an individual or groups of 
individuals is based on an assessment of any, some or all of the 
following: (1) to align employee interests with that of stockholders, (2) 
to reward for past performance, (3) to encourage long-term, continuous 
improvement in the profitability of the Company, and (4) share price. 

CONCLUSION 

      The Committee believes that the Company's executive compensation 
program, providing as it does for competitive base salaries along with 
short and long-term incentive compensation opportunities, is an important 
factor in motivating senior officers as well as maintaining an appropriate 
focus on increasing stockholder value. 

                                                        Harold E. Guenther 
                                                          Cedric V. Fricke 

                                       6

<PAGE>

<PAGE>


                          EXECUTIVE COMPENSATION 

SUMMARY COMPENSATION TABLE 

      The following table sets forth all compensation paid or accrued for 
services rendered to the Company and its subsidiaries for the last three 
fiscal years by the Chief Executive Officer and the four highest-paid 
executive officers of the Company: 


<TABLE>
<CAPTION>
                                                             Long-Term 
                                                            Compensation 
                                                            ------------

                                      Annual Compensation      Awards 
                                      -------------------      ------

                                                             Securities 
          Name and                                           Underlying       All Other 
     Principal Position        Year    Salary     Bonus     Options (#)    Compensation(1) 
     ------------------        ----    ------     -----     -----------    ---------------

<S>                            <C>     <C>        <C>       <C>            <C>
T.E. Adderley                  1993   $540,000   $190,000      31,000          $98,219(1) 
 President and Chief           1992    510,000     63,750           0           94,800 
 Executive Officer             1991    510,000          0           0 

R.G. Barranco                  1993   $265,000   $100,000      14,000          $19,606 
 Senior Vice President,        1992    185,000     53,450       2,250           11,990 
 Kelly Temporary               1991    150,000          0           0 
 Services Division 

R.E. Thompson                  1993   $265,000   $ 83,000      14,000          $18,480 
 Senior Vice President         1992    250,000     25,000           0           17,070 
                               1991    200,000          0           0 

R.F. Stoner                    1993   $211,000   $ 66,000      11,500          $14,960 
 Senior Vice President         1992    200,000     20,000           0           14,070 
                               1991    200,000          0           0 

E.L. Hartwig                   1993   $205,000   $ 61,000      11,500          $14,310 
 Senior Vice President,        1992    195,000     17,750       2,000           12,646 
 General Counsel & Secretary   1991    195,000          0           0 
</TABLE>


- ------------------ 
(1) Represents company contributions to non-qualified defined 
    contribution/deferred compensation plan for officers and certain other 
    management employees known as the Management Retirement Plan. The 
    amount reported above for Mr. Adderley includes contributions of 
    $57,295 and $55,299 for 1993 and 1992, respectively, made because he 
    would have earned a greater benefit had he remained under a defined 
    benefit Retirement Plan which was terminated December 31, 1988. 

                                       7

<PAGE>

<PAGE>

OPTION GRANTS IN 1993 

      The following table shows all grants of stock options to the 
officers named in the Summary Compensation Table above in 1993. The 
exercise price of all such options was the fair market value on the date 
of grant except that the option for 6,000 shares granted to Mr. Adderley 
at $27.23 was at 110% of the fair market value of $24.75 on the date of 
the grant. Upon exercise of an option, an officer purchases all or a 
portion of the shares covered by the option by paying the exercise price 
multiplied by the number of shares as to which the option is exercised, 
either in cash or by surrendering common shares already owned by the 
officer. 


<TABLE>
<CAPTION>
                      Individual Grants
- ---------------------------------------------------------------------
                                                                          Potential Realizable Value at
                                                                         Assumed Annual Rates of Stock
                                                                        Price Appreciation for Option Term
                                                                        ----------------------------------
                   Number of 
                   Securities    % of Total 
                   Underlying     Options 
                    Options      Granted to 
                    Granted      Employees     Exercise or  Expiration 
      Name            (#)      in Fiscal Year  Base Price      Date       0%        5%            10% 
      ----         ----------  --------------  -----------  ----------    --        --            ---
<S>                <C>         <C>             <C>          <C>           <C>       <C>           <C>
T.E. Adderley....    25,000                      $27.80       5/9/03      0      $437,081     $1,107,651
                      6,000                       27.23      10/18/98              26,152         75,748
                     ------                                                      --------     ----------
                     31,000         8.43                                         $463,233     $1,183,399

R.G. Barranco....    10,000                      $27.80       5/9/03      0      $174,832     $  443,060
                      4,000                       24.75      10/18/03              62,260        157,780
                     ------                                                      --------     ----------
                     14,000         3.81                                         $237,092     $  600,840 

R.E. Thompson....    10,000                      $27.80       5/9/03      0      $174,832     $  443,060 
                      4,000                       24.75      10/18/03              62,260        157,780 
                     ------                                                      --------     ----------
                     14,000         3.81                                         $237,092     $  600,840 

R.F. Stoner......     7,500                      $27.80       5/9/03      0      $131,124     $  332,295 
                      4,000                       24.75      10/18/03              62,260        157,780 
                     ------                                                      --------     ----------
                     11,500         3.13                                         $203,384     $  490,075 

E.L. Hartwig.....     7,500                      $27.80       5/9/03      0      $131,124     $  332,295 
                      4,000                       24.75      10/18/03              62,260        157,780 
                     ------                                                      --------     ----------
                     11,500         3.13                                         $193,384     $  490,075 
</TABLE>


      The dollar amounts under the 5% and 10% columns in the table above 
are the result of calculations required by the Securities and Exchange 
Commission's rules and therefore are not intended to forecast possible 
future appreciation of the stock price of the Company. As shown in the 0% 
column above, no gain to the named officers or all employees is possible 
without appreciation in the price of the Company's Common Stock, which 
will benefit all shareowners. For example, in order for any of the named 
officers to realize the potential values set forth in the 5% and 10% 
columns in the table above with respect to the exercise price of $27.80 
(the fair market value on the date of the grant), the price per share of 
the Company's Class A Common Stock would be approximately $45.28 and 
$72.11, respectively, as of the expiration date of their options. 

                                       8

<PAGE>

<PAGE>

OPTION EXERCISES DURING 1993 AND YEAR-END OPTION VALUES 

      The following table shows stock option exercises during 1993 by each 
of the officers named in the Summary Compensation Table and the value of 
unexercised options at December 31, 1993: 


<TABLE>
<CAPTION>
                                                            Number of 
                                                      Securities Underlying 
                                                       Unexercised Options      Value of Unexercised In-the-Money 
                                                         at Year End (#)               Options at Year End 
                                                      ---------------------     ---------------------------------
                   Shares Acquired 
      Name         on Exercise (#)  Value Realized  Exercisable  Unexercisable    Exercisable     Unexercisable 
      ----         ---------------  --------------  -----------  -------------    -----------     -------------

<S>                <C>              <C>             <C>          <C>              <C>             <C>
T.E. Adderley....           0                0             0        31,000                0                0 
R.G. Barranco....           0                0         6,251        14,000          $14,471           $7,000 
R.E. Thompson....           0                0         2,500        14,000          $ 9,750           $7,000 
R.F. Stoner......       3,125          $20,781         2,500        11,500          $ 9,750           $7,000 
E.L. Hartwig.....           0                0         6,250        11,500          $14,625           $7,000 
</TABLE>


                                                 9

<PAGE>

<PAGE>

P
ERFORMANCE GRAPH 

      The following is a line graph comparing the cumulative total return 
(assuming reinvestment of dividends) of the Company's Class A common 
stock, with that of the cumulative total return of the NASDAQ Stock Index, 
and an Industry Index for the five years ended December 31, 1993. The 
Industry Index consists of other U.S. temporary help service companies 
selected by the Company (ADIA, CDI, Manpower, Olsten and Robert Half) 
which have stock market capitalizations of more than $100,000,000. The 
following is based on an investment of $100, on January 1, 1989 in the 
Company's Class A common stock, the NASDAQ Stock Index, and the Industry 
Index, with dividends reinvested. 

             COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN 
             Kelly Services, NASDAQ Index, and Industry Index 



                           [INSERT GRAPH HERE] 



                       1988   1989   1990   1991   1992   1993 

Kelly Services......   100    135    115    113    160    129 
NASDAQ Index........   100    121    103    165    192    219 
Industry Index......   100    104     71     97    109    140 

                                       10

<PAGE>

<PAGE>

                 MATTERS TO BE BROUGHT BEFORE THE MEETING 
                          ELECTION OF DIRECTORS 

                                PROPOSAL 1 

      The Board of Directors recommends that the two (2) nominees named 
below be elected to serve as Directors. Each of the nominees will serve as 
a Director for a three (3) year term ending at the annual meeting of 
stockholders held after the close of the fiscal year ended December 29, 
1996 or until a successor has been duly elected and qualified. 

      The shares represented by the enclosed form of proxy, when properly 
executed by a stockholder of record, will be voted at the Annual Meeting, 
or any adjournment thereof, as designated thereon if unrevoked at the time 
of the meeting. If a nominee is unavailable for election for any reason on 
the date of the election of the directors (which event is not anticipated), 
the persons named in the enclosed form of proxy may vote for the election of 
a person designated by a majority of the proxy attorneys present at the 
meeting. The directors will be elected by a majority of the votes cast by 
holders of Class B common stock who are present in person, or represented 
by proxy, and entitled to vote at the meeting. 

      The name and age of the nominees and for each person whose term of 
office as a director will continue after the meeting as of March 1, 1994, 
their present occupations or employment during the past five years and 
other data regarding them, based upon information received from the 
respective individuals, are hereinafter set forth: 


<TABLE>
<CAPTION>
                             Year of                                                   Year First 
                          Expiration of                   Principal                    Elected as 
      Name and Age        Elective Term                   Occupation                    Director 
      ------------        -------------                   ----------                   ----------

              Nominees for Election as Director to be Elected for a Three-Year Term 

<S>                       <C>                             <C>                          <C>
C. V. Fricke ...........      1997       Professor, University of Michigan, Dearborn,     1978 
    Age 65                                Michigan Campus; Director of Royal 
                                          Maccabees Insurance Company 

V. G. Istock ...........      1997       Chairman and Chief Executive Officer of NBD      1991 
    Age 53                                Bancorp, Inc. and NBD Bank, N.A.; Director 
                                          of NBD Bancorp, Inc.; Director of Handleman 
                                          Company 

                                 Directors Continuing in Office 

T. E. Adderley(a)(b) ...      1995       President and Chief Executive Officer of the     1962 
    Age 60                                Company; Director of Detroit Edison 
                                          Company; Director of NBD Bancorp, Inc. 

H. E. Guenther .........      1995       Senior Vice President, Kemper Financial          1985 
    Age 66                                Services, Inc. from 1988 to present 

W. R. Kelly ............      1996       Chairman of the Board of the Company             1952 
    Age 88 
</TABLE>


(a) Mr. Adderley is a director and executive officer of all subsidiaries 
    of the Company. 

(b) Mr. Adderley is the son of Mr. Kelly. 

                                       11

<PAGE>

<PAGE>

                RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS 
 
                               PROPOSAL 2 

      The Board of Directors of the Company has appointed the firm of 
Price Waterhouse as independent accountants of the Company for the current 
fiscal year ending January 1, 1995, subject to ratification by the 
stockholders. This firm has served as independent accountants for the 
Company for many years and is considered to be well qualified by the Board 
of Directors. As in prior years, a representative of that firm will be 
present at the Annual Meeting and will have the opportunity to make a 
statement and to respond to appropriate questions. 

      It is recommended by the Board of Directors that the proposal to 
ratify the appointment of Price Waterhouse as independent accountants for 
the year 1994 be approved. If stockholders fail to approve this proposal, 
the Board will reconsider the appointment of Price Waterhouse as 
independent accountants for the year 1994. Proxies executed and returned 
by stockholders will be voted in accordance with stockholders' 
specifications thereon and where a vote for or against this proposal as 
set forth above is not indicated on the face of the proxy, will be voted 
in favor of the proposal. 

                          STOCKHOLDER PROPOSALS 

      Proposals of stockholders intended to be presented at the next 
Annual Meeting must be received by the Secretary, Kelly Services, Inc., 
999 West Big Beaver Road, Troy, Michigan 48084, no later than December 9, 
1994. 

 
                             OTHER MATTERS 

      At the date of this proxy statement the Company knows of no matters, 
other than the matters described herein, that will be presented for 
consideration at the meeting. If any other matters do properly come before 
the meeting, all proxies signed and returned by holders of the Class B 
common stock, if not limited to the contrary, will be voted thereon in 
accordance with the best judgment of the persons voting the proxies. 

      A copy of the Company's printed annual report as of January 2, 1994, 
the close of the Company's latest fiscal year, has been mailed to each 
stockholder of record. The expense of preparing, printing, assembling and 
mailing the accompanying form of proxy and the material used in the 
solicitation of proxies will be paid by the Company. In addition, the 
Company may reimburse brokers or nominees for their expenses in 
transmitting proxies and proxy material to principals. 

      It is important that the proxies be returned promptly. Therefore, 
stockholders are urged to execute and return the enclosed form of proxy in 
the enclosed postage prepaid envelope. 

                                  By Order of the Board of Directors 

                                  Eugene L. Hartwig 
                                        Secretary 

                                       12

<PAGE>

<PAGE>






                                                    NOTICE OF 1994 
                                                    ANNUAL MEETING 

                                                   OF STOCKHOLDERS 
                                                         AND 
 
                                                  PROXY STATEMENT 


                                       13

<PAGE>

<PAGE>



                                                     For Use by Holders of 
                                                         Shares of Class B 
KELLY SERVICES, INC.      PROXY                               Common Stock

         THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

      The undersigned hereby appoints WILLIAM R. KELLY, TERENCE E. 
ADDERLEY and EUGENE L. HARTWIG, and each of them, proxies, with power of 
substitution, to vote for the undersigned at the Annual Meeting of 
Stockholders of Kelly Services, Inc. to be held at 999 West Big Beaver 
Road, Troy, Michigan 48084-4782, on May 18, 1994, at 11:00 A.M. (E.D.T.) 
and at any adjournment(s) thereof. 

1. Election of Directors--Nominees: 3 year term: C.V. Fricke; V.G. Istock 
       [ ] VOTE FOR nominees           [ ] VOTE WITHHELD from nominees 
           listed above                    listed above 
   To withhold authority to vote for any individual nominee, write the 
   nominee's name: 

- -------------------------------------------------------------------------- 

2. FOR [ ]   AGAINST [ ]   ABSTAIN [ ]   ratification of the appointment 
   of Price Waterhouse as independent accountants. 

3. Upon any other matters as may properly come before the meeting. 

                Continued, and to be signed on other side. 

                                       14

<PAGE>

<PAGE>

  Account Number        Number of Shares        Proxy Number 

  UNLESS OTHERWISE SPECIFIED, THE PROXIES ARE APPOINTED TO VOTE FOR THE 
             ELECTION OF ALL DIRECTORS AND FOR THE PROPOSALS. 

                                    Dated:                          , 1994 
                                           -------------------------


                                    -------------------------------------- 
                                           Signature of Stockholder 

                                    -------------------------------------- 
                                           Signature of Stockholder

                                    Please sign exactly as your name is 
                                    printed hereon. When signing as 
                                    attorney, executor, administrator, 
                                    personal representative, trustee or 
                                    guardian, please give full title. If 
                                    stock is held jointly, each joint 
                                    owner must sign. 


                                       15

<PAGE>

<PAGE>

                           STATEMENT OF DIFFERENCES
                           ------------------------

Page No.
- --------
  
  1               The Kelly Services trademark appears
                  above the first typed form of KELLY
                  SERVICES, INC.

  10              A line graph of a Comparison of Five
                  Year Cumulative Return reflects the data
                  included in the table and appears on the
                  page along with a table which includes the
                  data.

  13              This is the back page of the printed proxy
                  statement.  The Kelly Services trademark
                  also appears above the typed information.

  14              The information on this page appears on
                  the front side of the form of proxy.

  15              The information on this page appears on
                  the reverse side of the form of proxy.


                                       16