<PAGE>   1
                                               Registration No. 333-____________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        PERSONNEL GROUP OF AMERICA, INC.
             (Exact name of registrant, as specified in its charter)

            Delaware                                        56-1930691
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                       5605 Carnegie Boulevard, Suite 500
                         Charlotte, North Carolina 28209
                    (Address of principal executive offices)

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

                        PERSONNEL GROUP OF AMERICA, INC.
                 2001 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

                              KEN R. BRAMLETT, JR.
                    Senior Vice President and General Counsel
                        Personnel Group of America, Inc.
                       5605 Carnegie Boulevard, Suite 500
                         Charlotte, North Carolina 28209
 (Name, address and telephone number, including area code, of agent for service)
                                 (704) 442-5100

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=========================================================================================================================
                                                               Proposed maximum     Proposed maximum
                                              Amount to be    offering price per   aggregate offering        Amount of
   Title of securities to be registered        registered            unit                 price          registration fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>                  <C>                   <C>
    Common stock, $0.01 par value             2,000,000(1)         $1.24(2)         $2,480,000.00 (2)        $620.00
 (including options to purchase stock
  under the foregoing stock purchase
 plan and associated preferred stock
         purchase rights (3))
=========================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration Statement also relates to an indeterminate number of
         additional shares of common stock issuable with respect to the shares
         registered hereunder in the event of a stock split, stock dividend or
         other similar transaction.
(2)      In accordance with Rule 457(h)(1) of Regulation C, the price for the
         shares is computed on the basis of the average high and low prices for
         shares of common stock of Personnel Group of America, Inc. on July 25,
         2001 as reported on the New York Stock Exchange.
(3)      Each share of Common Stock issued by the Company has one associated
         attached preferred stock purchase right under the Rights Agreement,
         dated as of February 6, 1996, between the Company and First Union
         National Bank, as successor Rights Agent.



                        Personnel Group of America, Inc., Form S-8, Page 1 of 10

<PAGE>   2


           PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Omitted pursuant to the instructions and provisions of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Omitted pursuant to the instructions and provisions of Form S-8.


           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Personnel Group of America, Inc. (the
"Company") are incorporated by reference into this Registration Statement:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000;

         (b)      The Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended April 1, 2001;

         (c)      All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) or Securities Exchange Act of 1934 (the
                  "Exchange Act") since the end of its latest fiscal year; and

         (d)      The description of the common stock, par value $1.00 per share
                  ("Common Stock") of the Company contained in its Form 8-A
                  filed with the Commission on September 19, 1995, and any
                  amendments or reports filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document (which also is or
is deemed to be incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened


                        Personnel Group of America, Inc., Form S-8, Page 2 of 10


<PAGE>   3

to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.

         Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards to those set forth above, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
that despite the adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

         Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) thereof or in
the defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; and that the corporation may purchase and maintain insurance on
behalf of a director, officer, employee or agent of the corporation, or a person
who is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or incurred by him
in any such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145. In addition, Section 145(e) provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by Section 145. Moreover, Section 145(j) provides that
the indemnification provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
its directors for monetary damages for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock purchase or redemption which was illegal, or obtaining an
improper personal benefit and no such provision may limit the liability of a
director for any act or omission occurring prior to the date when such provision
became effective. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty.

         The Company's restated certificate of incorporation provides that to
the fullest extent permitted by the General Corporation Law of Delaware, a
director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, and that any
repeal or modification of such provision shall have only prospective effect and
shall not adversely affect any limitation on the personal liability of a
director of the Company existing at the time of such repeal or modification.


                        Personnel Group of America, Inc., Form S-8, Page 3 of 10


<PAGE>   4

         The Company's bylaws provide that the Company will indemnify, to the
fullest extent permitted by law, its directors and officers, and may indemnify,
at the discretion of the Board of Directors, employees and agents, against
losses incurred by any such person by reason of the fact that such person was
acting in such capacity. The Company maintains insurance for the benefit of its
directors and officers insuring against all liabilities that may be incurred by
such director or officer in or arising out of his capacity as a director,
officer, employee and/or agent of the Registrant. The Company has also entered
into individual indemnification agreements with its officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS.

         See the Exhibit Index on page 8.

ITEM 9.  UNDERTAKINGS.

         The Company hereby undertakes as follows:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (ii) to reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment hereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
         price represent no more than a 20% change in the maximum aggregate
         offering price set forth in the "Calculation of Registration Fee" table
         in this Registration Statement; and

                  (iii) to include any material information with respect to this
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that clauses (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment to this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering;

         (4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each



                        Personnel Group of America, Inc., Form S-8, Page 4 of 10

<PAGE>   5

filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and

         (5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in such
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.




                        Personnel Group of America, Inc., Form S-8, Page 5 of 10

<PAGE>   6


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on this 30th day
of July, 2001.

                                       PERSONNEL GROUP OF AMERICA, INC.


                                       By: /s/ Larry L. Enterline
                                           -------------------------------------
                                           Larry L. Enterline
                                           Chief Executive Officer

                                   SIGNATURES

         Each undersigned director and officer of Personnel Group of America,
Inc. hereby constitutes and appoints James C. Hunt and Ken R. Bramlett, Jr., and
each of them, with full power to act without the other and with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign on his behalf any and all amendments (including post-effective amendments
and amendments thereto) to this Registration Statement and any related
registration statement (and any amendments thereto) filed pursuant to Rule
462(b) under the Securities Act, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission, and grants
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises as fully as to all intents and purposes as
he might or could do in person, and hereby ratifies and confirms that all such
attorneys-in-fact or agents, or any of them, or their substitutes shall lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

Signature                                    Title                                                    Date
---------                                    -----                                                    ----



<S>                                          <C>                                                      <C>
/s/ Larry L. Enterline                       Chief Executive Officer and Director                     July 30, 2001
---------------------------------------
Larry L. Enterline



/s/ James C. Hunt                            President, Chief Financial Officer and Director          July 30, 2001
---------------------------------------      (Principal Financial and Accounting Officer)
James C. Hunt


                                             Director
---------------------------------------
Kevin P. Egan



                                             Director
---------------------------------------
J. Roger King



/s/ James V. Napier                          Director                                                 July 30, 2001
---------------------------------------
James V. Napier



                                             Director
---------------------------------------
William J. Simione, Jr.



/s/ Janice L. Scites                         Director                                                 July 30, 2001
---------------------------------------
Janice L. Scites

</TABLE>



                        Personnel Group of America, Inc., Form S-8, Page 6 of 10

<PAGE>   7


                                  EXHIBIT INDEX

Exhibit Number     Description
--------------     -----------

    4.1            Personnel Group of America, Inc. 2001 Non-Qualified Employee
                   Stock Purchase Plan

    4.2            Restated Certificate of Incorporation of the Company
                   (incorporated by reference to Exhibit 3(i) to the Form S-3 of
                   the Company filed July 23, 1997)

    4.3            Bylaws of the Company (incorporated by reference to Exhibit
                   3.2 to Registration Statement No. 33-95228 of the Company)

     5             Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to
                   the validity of the shares of Common Stock being offered

    23.1           Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                   Exhibit 5)

    23.2           Consent of PricewaterhouseCoopers LLP





                        Personnel Group of America, Inc., Form S-8, Page 7 of 10
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{"company-data": {"conformed-name": "PERSONNEL GROUP OF AMERICA INC", "cik": "0000948850", "assigned-sic": "7363", "irs-number": "561930691", "state-of-incorporation": "DE", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66334", "film-number": "1693820"}, "business-address": {"street1": "5605 CARNEGIE BLVD", "street2": "STE 500", "city": "CHARLOTTE", "state": "NC", "zip": "28209", "phone": "7044425100"}, "mail-address": {"street1": "5605 CARNEGIE BLVD", "street2": "SUITE 500", "city": "CHARLOTTE", "state": "NC", "zip": "28209"}}
1
                                               Registration No. 333-____________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        PERSONNEL GROUP OF AMERICA, INC.
             (Exact name of registrant, as specified in its charter)

            Delaware                                        56-1930691
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                       5605 Carnegie Boulevard, Suite 500
                         Charlotte, North Carolina 28209
                    (Address of principal executive offices)

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

                        PERSONNEL GROUP OF AMERICA, INC.
                 2001 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

                              KEN R. BRAMLETT, JR.
                    Senior Vice President and General Counsel
                        Personnel Group of America, Inc.
                       5605 Carnegie Boulevard, Suite 500
                         Charlotte, North Carolina 28209
 (Name, address and telephone number, including area code, of agent for service)
                                 (704) 442-5100

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

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                               Proposed maximum     Proposed maximum
                                              Amount to be    offering price per   aggregate offering        Amount of
   Title of securities to be registered        registered            unit                 price          registration fee
-------------------------------------------------------------------------------------------------------------------------
Common stock, $0.01 par value             2,000,000(1)         $1.24(2)         $2,480,000.00 (2)        $620.00
 (including options to purchase stock
  under the foregoing stock purchase
 plan and associated preferred stock
         purchase rights (3))
=========================================================================================================================
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration Statement also relates to an indeterminate number of
         additional shares of common stock issuable with respect to the shares
         registered hereunder in the event of a stock split, stock dividend or
         other similar transaction.
(2)      In accordance with Rule 457(h)(1) of Regulation C, the price for the
         shares is computed on the basis of the average high and low prices for
         shares of common stock of Personnel Group of America, Inc. on July 25,
         2001 as reported on the New York Stock Exchange.
(3)      Each share of Common Stock issued by the Company has one associated
         attached preferred stock purchase right under the Rights Agreement,
         dated as of February 6, 1996, between the Company and First Union
         National Bank, as successor Rights Agent.

                        Personnel Group of America, Inc., Form S-8, Page 1 of 10
2

           PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Omitted pursuant to the instructions and provisions of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Omitted pursuant to the instructions and provisions of Form S-8.

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Personnel Group of America, Inc. (the
"Company") are incorporated by reference into this Registration Statement:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000;

         (b)      The Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended April 1, 2001;

         (c)      All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) or Securities Exchange Act of 1934 (the
                  "Exchange Act") since the end of its latest fiscal year; and

         (d)      The description of the common stock, par value $1.00 per share
                  ("Common Stock") of the Company contained in its Form 8-A
                  filed with the Commission on September 19, 1995, and any
                  amendments or reports filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document (which also is or
is deemed to be incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened

                        Personnel Group of America, Inc., Form S-8, Page 2 of 10
3

to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.

         Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards to those set forth above, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
that despite the adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

         Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) thereof or in
the defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; and that the corporation may purchase and maintain insurance on
behalf of a director, officer, employee or agent of the corporation, or a person
who is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or incurred by him
in any such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145. In addition, Section 145(e) provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by Section 145. Moreover, Section 145(j) provides that
the indemnification provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
its directors for monetary damages for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock purchase or redemption which was illegal, or obtaining an
improper personal benefit and no such provision may limit the liability of a
director for any act or omission occurring prior to the date when such provision
became effective. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty.

         The Company's restated certificate of incorporation provides that to
the fullest extent permitted by the General Corporation Law of Delaware, a
director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, and that any
repeal or modification of such provision shall have only prospective effect and
shall not adversely affect any limitation on the personal liability of a
director of the Company existing at the time of such repeal or modification.

                        Personnel Group of America, Inc., Form S-8, Page 3 of 10
4

         The Company's bylaws provide that the Company will indemnify, to the
fullest extent permitted by law, its directors and officers, and may indemnify,
at the discretion of the Board of Directors, employees and agents, against
losses incurred by any such person by reason of the fact that such person was
acting in such capacity. The Company maintains insurance for the benefit of its
directors and officers insuring against all liabilities that may be incurred by
such director or officer in or arising out of his capacity as a director,
officer, employee and/or agent of the Registrant. The Company has also entered
into individual indemnification agreements with its officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS.

         See the Exhibit Index on page 8.

ITEM 9.  UNDERTAKINGS.

         The Company hereby undertakes as follows:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (ii) to reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment hereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
         price represent no more than a 20% change in the maximum aggregate
         offering price set forth in the "Calculation of Registration Fee" table
         in this Registration Statement; and

                  (iii) to include any material information with respect to this
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that clauses (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment to this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering;

         (4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each

                        Personnel Group of America, Inc., Form S-8, Page 4 of 10
5

filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and

         (5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in such
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                        Personnel Group of America, Inc., Form S-8, Page 5 of 10
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on this 30th day
of July, 2001.

                                       PERSONNEL GROUP OF AMERICA, INC.

                                       By: /s/ Larry L. Enterline
                                           -------------------------------------
                                           Larry L. Enterline
                                           Chief Executive Officer

                                   SIGNATURES

         Each undersigned director and officer of Personnel Group of America,
Inc. hereby constitutes and appoints James C. Hunt and Ken R. Bramlett, Jr., and
each of them, with full power to act without the other and with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign on his behalf any and all amendments (including post-effective amendments
and amendments thereto) to this Registration Statement and any related
registration statement (and any amendments thereto) filed pursuant to Rule
462(b) under the Securities Act, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission, and grants
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises as fully as to all intents and purposes as
he might or could do in person, and hereby ratifies and confirms that all such
attorneys-in-fact or agents, or any of them, or their substitutes shall lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                    Title                                                    Date
---------                                    -----                                                    ----
/s/ Larry L. Enterline                       Chief Executive Officer and Director                     July 30, 2001
---------------------------------------
Larry L. Enterline

/s/ James C. Hunt                            President, Chief Financial Officer and Director          July 30, 2001
---------------------------------------      (Principal Financial and Accounting Officer)
James C. Hunt

                                             Director
---------------------------------------
Kevin P. Egan

                                             Director
---------------------------------------
J. Roger King

/s/ James V. Napier                          Director                                                 July 30, 2001
---------------------------------------
James V. Napier

                                             Director
---------------------------------------
William J. Simione, Jr.

/s/ Janice L. Scites                         Director                                                 July 30, 2001
---------------------------------------
Janice L. Scites
Personnel Group of America, Inc., Form S-8, Page 6 of 10
7

                                  EXHIBIT INDEX

Exhibit Number     Description
--------------     -----------

    4.1            Personnel Group of America, Inc. 2001 Non-Qualified Employee
                   Stock Purchase Plan

    4.2            Restated Certificate of Incorporation of the Company
                   (incorporated by reference to Exhibit 3(i) to the Form S-3 of
                   the Company filed July 23, 1997)

    4.3            Bylaws of the Company (incorporated by reference to Exhibit
                   3.2 to Registration Statement No. 33-95228 of the Company)

     5             Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to
                   the validity of the shares of Common Stock being offered

    23.1           Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                   Exhibit 5)

    23.2           Consent of PricewaterhouseCoopers LLP

                        Personnel Group of America, Inc., Form S-8, Page 7 of 10