<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 2001

                                                  REGISTRATION NO. 33-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                                   KFORCE INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            FLORIDA                                     59-3264661
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

  120 WEST HYDE PARK PLACE, SUITE 150
             TAMPA, FLORIDA                                 33606
(Address of principal executive offices)                  (Zip code)

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

                  KFORCE INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

                               WILLIAM L. SANDERS
                             CHIEF FINANCIAL OFFICER
                                   KFORCE INC.
                       120 WEST HYDE PARK PLACE, SUITE 150
                              TAMPA, FLORIDA 33606
                     (Name and address of agent for service)
                                 (813) 251-1700
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:
                             ROBERT J. GRAMMIG, ESQ.
                              HOLLAND & KNIGHT LLP
                             400 NORTH ASHLEY DRIVE
                                   SUITE 2300
                              TAMPA, FLORIDA 33602
                                 (813) 227-8500

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                            PROPOSED         PROPOSED
                TITLE OF                     AMOUNT         MAXIMUM           MAXIMUM        AMOUNT OF
               SECURITIES                    TO BE       OFFERING PRICE      AGGREGATE     REGISTRATION
            TO BE REGISTERED              REGISTERED(1)    PER UNIT(2)   OFFERING PRICE(2)     FEE
--------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>             <C>               <C>
Common Stock, par value $0.01 per share     3,000,000         $5.22         $15,660,000       $3,915
reserved under Kforce Inc. 1999
Employee Stock Purchase Plan
--------------------------------------------------------------------------------------------------------
</TABLE>

 (1)The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and this Registration Statement shall also cover any
additional shares that may hereafter become purchasable as a result of the
adjustment provisions in the Kforce, Inc. 1999 Employee Stock Purchase Plan (the
"Plan") or the agreements pursuant to which such shares are issued.

(2) Estimated solely for the purpose of calculating the registration fee. The
fee for the 3,000,000 shares registered hereby is calculated upon the basis of
the average between the high and low sales price for shares of common stock of
the registrant as reported on The Nasdaq Stock Market's National Market on
August 22, 2001.

================================================================================


<PAGE>   2

                                EXPLANATORY NOTES

         Kforce Inc. (the "Company") has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "Securities Act"), to register shares of common stock, $.01 par
value per share of the Company, issuable pursuant to the Plan.

         This Form S-8 includes a reoffer prospectus prepared in accordance with
Part I of Form S-3 under the Securities Act. The reoffer prospectus may be used
for reofferings and resales of unregistered shares of common stock previously
acquired by selling shareholders pursuant to the Plan and reofferings and
resales of up to 3,000,000 shares of common stock acquired pursuant to the Plan
by selling shareholders who may be deemed an "affiliate" (as such term is
defined in Rule 405 under the Securities Act) of the Company.


<PAGE>   3
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The Company will provide documents containing the information specified
in Part I of Form S-8 to employees as specified by Rule 428(b)(1) under the
Securities Act. Pursuant to the instructions to Form S-8, the Company is not
required to file these documents either as part of this Registration Statement
or as prospectuses or prospectus supplements to Rule 424 under the Securities
Act.


<PAGE>   4

                                   PROSPECTUS

                             UP TO 3,000,000 SHARES
                                   KFORCE INC.
                                  COMMON STOCK

         This prospectus relates to the reoffer and resale by certain selling
shareholders of shares of our common stock that may be issued by us to those
selling shareholders under our 1999 Employee Stock Purchase Plan. This
prospectus also relates to the reoffer and resale of shares of our common stock
previously issued under our 1999 Employee Stock Purchase Plan to certain selling
shareholders pursuant to an exemption from registration under the Securities Act
of 1933, as amended.

         Our common stock is traded on The Nasdaq Stock Market under the symbol
KFRC. On August 22, 2001, the closing price for the common stock, as reported by
The Nasdaq Stock Market was $5.10.

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

     THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 2.

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

             NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
           STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OR
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is August 23, 2001.


<PAGE>   5
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
PROSPECTUS SUMMARY.......................................................   1
RISK FACTORS.............................................................   2
FORWARD LOOKING STATEMENTS...............................................   5
SELLING SHAREHOLDERS.....................................................   6
PLAN OF DISTRIBUTION.....................................................   9
LEGAL MATTERS............................................................  10
EXPERTS..................................................................  10
WHERE YOU CAN FIND ADDITIONAL INFORMATION ...............................  10
INCORPORATION OF DOCUMENTS BY REFERENCE..................................  11
</TABLE>

In this prospectus, "Kforce," "we," "us," and "our" refers to Kforce Inc., its
wholly owned subsidiaries, and all predecessor entities collectively, unless the
context requires otherwise.


<PAGE>   6
                                     SUMMARY

ABOUT KFORCE

         We are one of the nationally recognized leaders in providing
professional specialty services. Headquartered in Tampa, Florida, Kforce was
formed in August 1994 as a result of the combination of Romac & Associates, Inc.
and three of its largest franchises. Following an initial public offering in
1995, we grew to 31 offices in 18 major markets. On April 20, 1998, we
consummated a merger whereby Source Services Corporation, was merged into us
pursuant to an Agreement and Plan of Merger. The acquisition was accounted for
using the pooling of interests method of accounting; accordingly, all historical
results were restated to reflect the merger. The merger combined the
strength of the two organizations that shared common visions, strategies, and
business practices. We now operate through more than 97 locations in 45 markets
and serve primarily clients from Fortune 1000 companies with the top ten clients
representing approximately 8% of revenue in 2000.

         Organized by function, we provide services in the specialty areas of
information technology, finance and accounting, and operating specialties. Once
we have identified the functional challenges of our clients, we then consult
with them to determine their staffing and time duration requirements. We offer
staffing services in two categories: flexible staffing services and search
services. Flexible staffing services entail placing skilled workers in the
client environment on a contractual basis. Our search services include
contingency and retained searches. A contingency search results in payment to us
only when personnel are actually hired by our client. We provide contingency
searches only for skills within our core business. Client searches that are
outside our core business area are typically at a management or executive level
and require a targeted research and recruiting effort. We typically perform
these searches as retained searches where the client pays part of the fee in
advance and the remainder upon completion of the search.

         Our growth strategy is to expand our services in our existing markets,
increasing the reach of our full range of functional services, while providing
our three functional business units with integrated staffing solutions.

         Our principal executive offices are located 120 West Hyde Park Place,
Suite 150, Tampa, Florida 33606. Our telephone number is (813) 251-1700.

         This prospectus relates to the reoffer and resale of shares of our
common stock previously issued to selling shareholders under our 1999 Employee
Stock Purchase Plan (the "Plan"). This prospectus also relates to the reoffer
and resale of shares of our common stock that may be issued by us to our
affiliates pursuant to the Plan.




<PAGE>   7

                                  RISK FACTORS

THE CURRENT ECONOMIC DOWNTURN AND FUTURE ECONOMIC DOWNTURNS MAY ADVERSELY EFFECT
THE DEMAND FOR OUR SERVICES.

         Historically, the general level of economic activity has significantly
affected the demand for employment services. As economic activity has slowed,
the use of temporary and contract personnel often has been curtailed before
permanent employees have been laid off. An economic downturn may adversely
affect the demand for temporary and contract personnel, which may have a
material adverse effect on our results of operations or financial condition.
Additionally, during periods of slowed economic activity, the use of executive
search firms tends to decline significantly.

WE MAY NOT BE ABLE TO RECRUIT AND RETAIN QUALIFIED PERSONNEL.

         We depend upon our ability to attract and retain personnel,
particularly technical and professional personnel, who possess the skills and
experience necessary to meet the staffing requirements of our clients. We must
continually evaluate and upgrade our base of available qualified personnel to
keep pace with changing client needs and emerging technologies. We expect
competition for individuals with proven technical or professional skills in the
foreseeable future. If qualified personnel do not continue to be available to us
in sufficient numbers and upon economic terms acceptable to us, it could have a
detrimental effect on our business.

OUR CURRENT MARKET SHARE MAY DECREASE AS A RESULT OF LIMITED BARRIERS TO ENTRY
BY NEW COMPETITORS AND OUR CLIENTS' DISCONTINUATION OF OUTSOURCING THEIR
STAFFING NEEDS.

        We face significant competition in the markets we serve and there are
limited barriers to entry by new competitors. We compete for potential clients
with providers of outsourcing services, systems integrators, computer systems
consultants, other providers of staffing services, temporary personnel agencies,
and search firms. A number of our competitors possess substantially greater
resources than we do. From time to time we have experienced significant pressure
from our clients to reduce price levels. During periods of increased economic
activity and generally higher levels of employment, the competition among
staffing services firms is intense. During these periods, we may face increased
competitive pricing pressures and may not be able to recruit the personnel
necessary to fill our clients' needs. We also face the risk that certain of our
current and prospective clients will decide to provide similar services
internally. Additionally, we face significant competition for candidates in many
professional and technical specialties.

COMPETITION FOR ACQUISITION OPPORTUNITIES MAY RESTRICT OUR FUTURE GROWTH BY
LIMITING OUR ABILITY TO MAKE ACQUISITIONS AT REASONABLE VALUATIONS.

         Our business strategy includes increasing our market share and presence
in the staffing industry through strategic acquisitions of companies that
complement or enhance our business. We have historically faced competition for
acquisitions. In the future, this could limit our ability to grow by
acquisitions or could raise the prices of acquisitions and make them less
accretive to us. In addition, if we are unable to secure necessary financing to
consummate an acquisition, we may be unable to complete desirable acquisitions.

WE DEPEND ON THE PROPER FUNCTIONING OF OUR INFORMATION SYSTEMS.

         We are dependent on the proper functioning of our information systems
in operating our business. Our critical information systems used in our daily
operations identify and match staffing resources and client assignments and
perform billing and accounts receivable functions. Our information systems are
protected through physical and software safeguards and we have backup remote
processing capabilities. They are still vulnerable, however, to fire, storm,
flood, power loss, telecommunications failures, physical or software break-ins
and similar events. If our critical information systems fail or are otherwise
unavailable, we would have to accomplish these functions manually, which could
temporarily impact our ability to identify business opportunities quickly, to
maintain billing and clinical records reliably, and to bill for services
efficiently.




                                       2
<PAGE>   8

OUR SUCCESS DEPENDS UPON RETAINING THE SERVICES OF OUR EXECUTIVE MANAGEMENT
TEAM.

        We are highly dependent on our management. We expect that our continued
success will largely depend upon the efforts and abilities of members of our
executive management team. The loss of services of any key executive for any
reason could have a material adverse effect upon us. Our success also depends
upon our ability to identify, develop, and retain qualified operating employees,
particularly management, client servicing, and candidate recruiting employees.
We expend significant resources in recruiting and training our employees, and
the pool of available applicants for these positions is limited. The loss of
some of our operating management and client servicing and candidate recruiting
employees could have an adverse effect on our operations, including our ability
to establish and maintain client, candidate and professional and technical
personnel relationships.

WE FACE SIGNIFICANT EMPLOYMENT LIABILITY RISK BECAUSE WE PLACE PEOPLE IN THE
WORKPLACES OF OTHER BUSINESSES.

        We employ and place people in the workplaces of other businesses. An
inherent risk of such activity includes possible claims of errors and omissions,
misuse of client proprietary information, misappropriation of funds,
discrimination and harassment, employment of illegal aliens, theft of client
property, other criminal activity, or torts and other claims. We have policies
and guidelines in place to reduce our exposure to these risks. However, failure
of any employee or personnel to follow these policies and guidelines may result
in negative publicity, injunctive relief, and the payment by us of monetary
damages or fines, or have other material adverse effects upon our business.
Moreover, we could be held responsible for the actions at a workplace of persons
not under our direct control. To reduce our exposure, we maintain insurance and
fidelity bonds covering general liability, workers' compensation claims, errors
and omissions, and employee theft. Due to the nature of our assignments, in
particular, access to client information systems and confidential information,
and the potential liability with respect thereto, we might not be able to obtain
insurance coverage in amounts adequate to cover any such liability on acceptable
terms.

SIGNIFICANT LEGAL ACTIONS, PARTICULARLY RELATING TO OUR HEALTHCARE STAFFING
SERVICES, COULD SUBJECT US TO SUBSTANTIAL UNINSURED LIABILITIES.

         In recent years, healthcare providers have become subject to an
increasing number of legal actions alleging malpractice, product liability or
related legal theories. Many of these actions involve large claims and
significant defense costs. In addition, we may be subject to claims related to
torts or crimes committed by our employees or temporary staffing personnel. In
some instances, we are required to indemnify clients against some or all of
these risks. A failure of any of our employees or personnel to observe our
policies and guidelines intended to reduce these risks, relevant client policies
and guidelines or applicable federal, state or local laws, rules and regulations
could result in negative publicity, payment of fines or other damages. To
protect ourselves from the cost of these claims, we maintain professional
malpractice liability insurance and general liability insurance coverage in
amounts and with deductibles that we believe are appropriate for our operations.
Our insurance coverage, however, may not cover all claims against us or continue
to be available to us at a reasonable cost. If we are unable to maintain
adequate insurance coverage, we may be exposed to substantial liabilities.

IF WE BECOME SUBJECT TO MATERIAL LIABILITIES UNDER OUR SELF-INSURED PROGRAMS,
OUR FINANCIAL RESULTS MAY BE ADVERSELY AFFECTED.

         We provide workers compensation coverage through a program that is
partially self-insured. In addition, we provide medical coverage to our
employees through a partially self-insured preferred provider organization. If
we become subject to substantial uninsured workers compensation or medical
coverage liabilities, our financial results may be adversely affected.

CURRENTLY WE ARE UNABLE TO RECRUIT ENOUGH NURSES TO MEET OUR CLIENTS' DEMANDS
FOR OUR NURSE STAFFING SERVICES, LIMITING THE POTENTIAL GROWTH OF OUR HEALTHCARE
STAFFING BUSINESS.

         We rely on our ability to attract, develop, and retain nurses and other
healthcare personnel who possess the skills, experience and, as required,
licensure necessary to meet the specified requirements of our healthcare
staffing clients. We compete for healthcare staffing personnel with other
temporary healthcare staffing companies, as well as actual and potential
clients, some of which seek to fill positions with either regular or temporary
employees. Currently, there is a shortage of qualified nurses in most areas of
the United States and competition for nursing personnel is increasing. At this
time we do not have enough nurses to meet our clients' demands for our nurse



                                       3
<PAGE>   9

staffing services. This shortage of nurses limits our ability to grow our
healthcare staffing business. Furthermore, we believe that the aging of the
existing nurse population and declining enrollments in nursing schools will
result in further competition for qualified nursing personnel.

IF REGULATIONS THAT APPLY TO OUR HEALTHCARE STAFFING BUSINESS CHANGE, WE MAY
FACE INCREASED COSTS THAT REDUCE OUR REVENUE AND PROFITABILITY.

         The temporary healthcare staffing industry is regulated in many states.
In some states, firms such as ours must be registered to establish and advertise
as a nurse staffing agency or must qualify for an exemption from registration in
those states. If we were to lose any required state licenses, we could be
required to cease operating in those states. The introduction of new regulatory
provisions could substantially raise the costs associated with hiring temporary
employees. For example, some states could impose sales taxes or increase sales
tax rates on temporary healthcare staffing services. We may not be able to pass
these increases costs on to our clients without a decrease in their demand for
temporary employees. In addition, if government regulations were implemented
that limited the amounts we could charge for our services, our profitability
could be adversely affected.

OUR STOCK PRICE MAY BE VOLATILE.

         Our common stock is traded on The Nasdaq Stock Market. The market price
of our stock has fluctuated substantially in the past and could fluctuate
substantially in the future, based on a variety of factors, including our
operating results, changes in general conditions in the economy, the financial
markets, the employment services industry, or other developments affecting us,
our clients, or our competitors, some of which may be unrelated to our
performance. Those fluctuations and demand for our services may adversely affect
the price of our stock.

         In addition, the stock market in general, and especially the Nasdaq
National Market along with market prices for staffing companies, have
experienced volatility that has often been unrelated to the operating
performance of these companies. These broad market and industry fluctuations may
adversely affect the market price of our common stock, regardless of our
operating results.

         Among other things, volatility in our stock price could mean that
investors will not be able to sell their shares at or above the prices which
they pay. The volatility also could impair our ability in the future to offer
common stock as a source of additional capital or as consideration in the
acquisition of other businesses.

SIGNIFICANT INCREASES IN PAYROLL RELATED COSTS COULD ADVERSELY AFFECT OUR
BUSINESS.

        We are required to pay a number of federal, state, and local payroll and
related costs, including unemployment taxes, workers' compensation and
insurance, FICA, and Medicare, among others, for our employees and personnel.
Significant increases in the effective rates of any payroll-related costs likely
would have a material adverse effect upon us. Our costs could also increase as a
result of health care reforms or the possible imposition of additional
requirements and restrictions related to the placement of personnel. Recent
federal and state legislative proposals have included provisions extending
health insurance benefits to personnel who currently do not receive such
benefits. We may not be able to increase the fees charged to our clients in a
timely manner and in a sufficient amount to cover increased costs, if any such
proposals are adopted.

PROVISIONS IN OUR ARTICLES, BYLAWS, AND UNDER FLORIDA LAW MAY HAVE CERTAIN
ANTI-TAKEOVER EFFECTS.

        Our articles of incorporation and bylaws and Florida law contain
provisions that may have the effect of inhibiting a non-negotiated merger or
other business combination. In particular, our articles of incorporation provide
for a staggered board of directors and permit the removal of directors only for
cause. Additionally, management may issue up to 15,000,000 shares of preferred
stock, and fix the rights and preferences thereof, without a further vote of the
shareholders. In addition, our officers have employment agreements containing
certain provisions that call for substantial payments to be made to such
officers upon any change in control of us. Certain of these provisions may
discourage a future acquisition of us, including an acquisition in which
shareholders might otherwise receive a premium for their shares. As a result,
shareholders who might desire to participate in such a transaction may not have
the opportunity to do so. Moreover, the existence of these provisions may have a
depressive effect on the market price of our common stock.



                                       4
<PAGE>   10

                           FORWARD-LOOKING STATEMENTS

         We make "forward-looking statements" within the "safe harbor" provision
of the Private Securities Litigation Reform Act of 1995 throughout this
prospectus and in the documents we incorporate by reference into this
prospectus. You can identify these statements by forward-looking words such as
"may," "will," "expect," "anticipate," "believe," "estimate," "plan," and
"continue" or similar words. We have based these statements on our current
expectations about future events. Although we believe that our expectations
reflected in or suggested by our forward-looking statements are reasonable, our
actual results may differ materially from what we currently expect. Important
factors that could cause our actual results to differ materially from the
forward-looking statements in this prospectus or in the documents that we
incorporate by reference into this prospectus include:

         -        material adverse changes in economic conditions in the markets
                  we serve;

         -        competition from others in the staffing services industry;

         -        our ability to recruit and retain qualified personnel; and

         -        other risks and uncertainties as may be detailed from time to
                  time in our public announcements and Securities and Exchange
                  Commission ("SEC") filings.

You should read this prospectus and the documents that we incorporate by
reference into this prospectus completely and with the understanding that our
actual future results may be materially different from what we expect.













                                       5
<PAGE>   11

                              SELLING SHAREHOLDERS

         This prospectus relates to the reoffer and resale of shares of our
common stock issued or that may be issued under the Plan to selling shareholders
who may be deemed "affiliates" of Kforce (as that term is defined in Rule 405 of
the Securities Act of 1933, as amended (the "Securities Act")). This prospectus
also relates to the reoffer and resale of shares of our common stock held by
certain unnamed non-affiliates, each of whom may sell up to 1,000 shares of such
common stock, previously issued to such non-affiliates under the Plan. We will
provide additional information regarding the identity of selling shareholders,
number of shares to be offered for resale, and certain other information
relating to such selling shareholders in a supplement to this prospectus if we
are required by law to do so.

         The following table sets forth (i) the number of shares of common stock
owned by each selling shareholder at July 15, 2001, (ii) the number of share of
common stock to be offered for resale by each selling shareholder and (iii) the
number and percentage of shares of common stock that each selling shareholder
will beneficially own after completion of the offering. Because the selling
shareholders may offer all, some, or none of their shares of common stock, no
definite estimate as to the number of shares of common stock or the percentage
thereof that will be held by selling shareholders after such offering can be
provided. The following table was prepared based on the assumption that all
shares of common stock offered under this prospectus will be sold. All selling
shareholders who do not have a title set forth below their name are employees of
Kforce, but do not hold an officer position.

<TABLE>
<CAPTION>
                                                                                        Number of Shares of
                                                        Shares of        Number of      Common Stock/
                                                        Common Stock     Shares to Be   Percentage of Class
                                                        Beneficially     Offered for    to be Owned After the
Name                                                    Owned (1)(2)     Resale         Completion of Offering
----                                                    ------------     ------         ----------------------
<S>                                                     <C>              <C>            <C>
David L. Dunkel.....................................       3,560,056             +             9.37%
Chairman, Chief Executive Officer, and Director

Richard Cocchiaro...................................       1,785,427         6,741              4.7%
Director

Joseph J. Liberatore................................         139,306             +                 *
Senior Vice President and Chief Sales Officer

Ken W. Pierce.......................................          15,505        11,505                 *
Vice President and Chief Marketing Officer

William L. Sanders..................................         225,085        12,785                 *
Senior Vice President and Chief Financial Officer

Lawrence J. Stanczak................................         125,019             +                 *
Senior Vice President and Chief Operations Officer

Howard W. Sutter....................................       1,675,569             +             4.41%
Vice President and Director

Fred Williams.......................................           9,793         4,779                 *
Vice President and Chief Information Officer

Eileen Kelly........................................          23,391         3,333                 *
Vice President, Treasurer

David M. Kelly......................................           2,175             +                 *
Vice President, Chief Accounting Officer
</TABLE>




                                       6
<PAGE>   12

<TABLE>
<CAPTION>
                                                                                        Number of Shares of
                                                        Shares of        Number of      Common Stock/
                                                        Common Stock     Shares to Be   Percentage of Class
                                                        Beneficially     Offered for    to be Owned After the
Name                                                    Owned (1)(2)     Resale         Completion of Offering
----                                                    ------------     ------         ----------------------
<S>                                                     <C>              <C>            <C>
Paul Fleet.........................................            1,000        1,000                *
Kieran Collins.....................................            1,003        1,003                *
Joseph Kruszewski..................................            1,021        1,021                *
George Kraft.......................................            1,049        1,049                *
Christina Pifer....................................            1,058        1,058                *
Marie McGowen......................................            1,071        1,071                *
Eric Brooks........................................            1,072        1,072                *
Randall Henderson..................................            1,083        1,083                *
Ram Ramakrishnan...................................            1,136        1,136                *
Thomas Combs.......................................            1,136        1,136                *
Michael Trewhella..................................            1,140        1,140                *
Jeremy Berg........................................            1,143        1,143                *
Michael Runyan.....................................            1,145        1,145                *
Sandra Spinelli....................................            1,217        1,217                *
Charles DeBordes...................................            1,240        1,240                *
Linda Uzzel........................................            1,252        1,252                *
Laura Vanderburgh..................................            1,259        1,259                *
Patricia Fitzgerald................................            1,316        1,316                *
Michael Sochacki...................................            1,328        1,328                *
Clark Gruber.......................................            1,353        1,353                *
Robert Pfeifer.....................................            1,373        1,373                *
Everett Lee........................................            1,400        1,400                *
Christina Hollekim.................................            1,402        1,402                *
Eric Hodos.........................................            1,406        1,406                *
Alexandra Khokhlov.................................            1,417        1,417                *
Mary Lynn Dougherty................................            1,420        1,420                *
David Biggio.......................................            1,466        1,466                *
David Yalan........................................            1,476        1,476                *
Laura Reese........................................            1,480        1,480                *
Judy Genshino......................................            1,524        1,524                *
Terry Correll......................................            1,526        1,526                *
Andrew Field.......................................            1,537        1,537                *
Joseph Biolsi......................................            1,540        1,540                *
WenFang Lee........................................            1,579        1,579                *
Richard Murray.....................................            1,580        1,580                *
Debra Kriess.......................................            1,620        1,620                *
Emmet Brady........................................            1,645        1,645                *
Jerry Plant........................................            1,722        1,722                *
Tammie Willis......................................            1,742        1,742                *
Derek McMahon......................................            1,752        1,752                *
Peter Lyn..........................................            1,808        1,808                *
Jon Lamphere.......................................            1,809        1,809                *
Ira Katz...........................................            1,841        1,841                *
Timothy Lynch......................................            1,862        1,862                *
Alex Cortizo.......................................            1,932        1,932                *
Nancy Zehmisch.....................................            1,936        1,936                *
Andrew McKinley....................................            1,953        1,953                *
Paul Siem..........................................            1,993        1,993                *
Paul Canates.......................................            2,052        2,052                *
Thomas Reed........................................            2,055        2,055                *
Christian Kebekus..................................            2,070        2,070                *
Ernie Meyer........................................            2,094        2,094                *
Sheryl Orso........................................            2,133        2,133                *
</TABLE>




                                       7
<PAGE>   13

<TABLE>
<CAPTION>
                                                                                        Number of Shares of
                                                        Shares of        Number of      Common Stock/
                                                        Common Stock     Shares to Be   Percentage of Class
                                                        Beneficially     Offered for    to be Owned After the
Name                                                    Owned (1)(2)     Resale         Completion of Offering
----                                                    ------------     ------         ----------------------
<S>                                                     <C>              <C>            <C>
Merry Smith........................................            2,134        2,134                *
Keith Richardson...................................            2,170        2,170                *
Lisa Poon..........................................            2,223        2,223                *
Renee Trice........................................            2,351        2,351                *
Bruce Rockwell.....................................            2,392        2,392                *
Anthony Matthews...................................            2,449        2,449                *
Ingram Brett Losner................................            2,523        2,523                *
Janie Dobzanski....................................            2,606        2,606                *
Joseph Thompson....................................            2,650        2,650                *
Gary Mach..........................................            2,792        2,792                *
Ramon Menendez.....................................            3,068        3,068                *
Kyle Tilley........................................            3,103        3,103                *
Robert Carey.......................................            3,200        3,200                *
Josh Edwards.......................................            3,222        3,222                *
Mark Skowronski....................................            3,431        3,431                *
Michael Ettore.....................................            3,431        3,431                *
Elizabeth Keathley.................................            3,456        3,456                *
Paul David Meyer...................................            3,469        3,469                *
Randy Schultz......................................            3,528        3,528                *
Fabien Lapointe....................................            3,549        3,549                *
Andrew MacLean.....................................            3,611        3,611                *
Brenda Eckstein....................................            3,635        3,635                *
Nicholas Halchak...................................            3,690        3,690                *
Michael Bellino....................................            4,129        4,129                *
Matthew Worrell....................................            4,554        4,554                *
Jeffery Meyer......................................            5,008        5,008                *
Jonathan Story.....................................            6,947        6,947                *
</TABLE>


+        The number of shares to be offered for resale, if any, will be included
         in a supplement to this prospectus.

*        Less than 1% of the outstanding common stock

(1)      Includes the number of shares subject to purchase pursuant to currently
         exercisable options or options exercisable within 60 days of July 15,
         2001 as follows: Mr. Dunkel, 376,000; Mr. Cocchiaro, 8,467; Mr.
         Liberatore, 84,973; Mr. Pierce, 4,000; Mr. Sanders, 189,600; Mr.
         Stanczak, 72,118; Mr. Sutter, 29,253, Mr. Williams, 5,004, Ms. Kelly,
         15,030 and Mr. Kelly, 600.

(2)      Includes 71,212 shares as to which beneficial ownership is disclaimed
         as follows: Mr. Dunkel, 31,712 (shares held by current spouse); Mr.
         Stanczak, 100 (shares held by son); Mr. Cocchiaro, 39,400 (shares held
         by parents). Also includes 2,942,710 shares as to which voting and/or
         investment power is shared or controlled by another person and as to
         which beneficial ownership is not disclaimed, as follows: Mr. Dunkel,
         1,269,231 (shares held by former spouse); Mr. Cocchiaro, 78,163 (shares
         held by family foundation); and Mr. Sutter, 1,595,316 (shares held by
         Sutter Investments Limited Partnership).

         This offering is not underwritten; neither the selling shareholders nor
we have employed an underwriter for the sale of common stock by the selling
shareholders. We will bear all expenses in connection with the preparation of
this prospectus. The selling shareholders will bear all expenses associated with
the sale of the common stock.




                                       8
<PAGE>   14

                              PLAN OF DISTRIBUTION

         We are registering the shares on behalf of the selling shareholders.
References in this section to selling shareholders also include any permitted
pledges, donees, or transferees identified in a supplement to this prospectus,
if necessary. The common stock covered by this prospectus may be offered and
sold from time to time by the selling shareholders in one or more of the
following transactions:

         -        on any stock exchange on which the shares of common stock may
                  be listed at the time of sale;

         -        in negotiated transactions;

         -        in connection with "short sales";

         -        by pledge to secure debts and other obligations;

         -        in connection with the writing of options, in hedge
                  transactions, and in settlement of other transaction in
                  standardized or over-the-counter options;

         -        in a combination of any of the above transactions; or

         -        pursuant to Rule 144 under the Securities Act, assuming the
                  availability of an exemption from registration.

         The selling shareholders may sell their shares at market prices
prevailing at the time of sale, at prices related to prevailing market prices,
at negotiated prices, or at fixed prices.

         Broker-dealers that are used to sell shares will either receive
discounts or commissions from the selling shareholders, or will receive
commissions from the purchasers for whom they acted as agents.

         The sale of common stock by the selling shareholders is subject to
compliance by the selling shareholders with certain provisions of the Plan.

         Any broker-dealer acquiring common stock from the selling shareholders
may sell the shares either directly, in its normal market-making activities,
through or to other brokers on a principal or agency basis or to its customers.
Any such sales may be at prices then prevailing market prices or at negotiated
prices to its customers or a combination of such methods. The selling
shareholders and any broker-dealers that act in connection with the sale of the
common stock hereunder might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act; any commissions received by them and any
profit on the resale of shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act. Any such commissions, as
well as other expenses incurred by the selling shareholders and applicable
transfer taxes, are payable by the selling shareholder.

         We have not registered or qualified offers and sales of shares of the
common stock under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the selling
shareholders will offer and sell their shares of common stock in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the selling shareholders may not offer or sell
shares of common stock unless we have registered or qualified such shares for
sale in such states or we have complied with an available exemption from
registration or qualification.

         Under applicable rules and regulations under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), any person engaged in a
distribution of shares of the common stock may not simultaneously engage in
market making activities with respect to such shares of common stock for a
period of two to nine business days prior to the commencement of such
distribution. In addition, the selling shareholders and any other person
participating in a distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation, Rules 10b-2, 10b-6 and 10b-7. Such provisions may limit the timing
of purchases and sales of any of the shares of common stock by the selling
shareholders or any such other



                                       9
<PAGE>   15

person. This may affect the marketability of the common stock and the brokers'
and dealers' ability to engage in market making activities with respect to the
common stock.

                                  LEGAL MATTERS

         Certain legal matters in connection with the issuance of the shares of
common stock offered hereby have been passed upon for Kforce by Holland & Knight
LLP, Tampa, Florida.

                                     EXPERTS

         The audited financial statements and schedules as of and for the year
ended December 31, 1999, incorporated by reference in this prospectus have
been audited by PricewaterhouseCoopers LLP, independent public accountants,
as indicated in their reports with respect thereto, and are included herein
in reliance upon the authority of such firm as experts in giving such reports.

         The consolidated financial statements and the related consolidated
financial statement schedule as of and for the year ended December 31, 2000,
incorporated by reference in this prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated by reference herein, and has been so included and incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We file annual, quarterly, and special reports, proxy statements and other
information with the SEC. Those reports, proxy statements, and other information
may be obtained:

         -        At the Public Reference Room of the SEC, Room 1024 - Judiciary
                  Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;

         -        At the public reference facilities at the SEC's regional
                  offices located at Seven World Trade Center, 13th Floor, New
                  York, New York 10048 or Northwestern Atrium Center, 500 West
                  Madison Street, Suite 1400, Chicago, Illinois 60661;

         -        From the SEC, Public Reference Section, Judiciary Plaza, 450
                  Fifth Street, N.W., Washington, D.C. 20549;

         -        At the offices of The New York Stock Exchange, 20 Broad
                  Street, New York, New York 10005; and

         -        From the Internet site maintained by the SEC at
                  http://www.sec.gov, which contains reports, proxy and
                  information statements and other information regarding issuers
                  that file electronically with the SEC.

      Some locations may charge prescribed or modest fees for copies.




                                       10
<PAGE>   16

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the following documents:

         -        Annual Report on Form 10-K/A for the year ended December 31,
                  2000 (including information specifically incorporated by
                  reference into our Form 10-K from our definitive Proxy
                  Statement).

         -        Our Quarterly Report on Form 10-Q for the quarter ended March
                  31, 2001.

         -        Our Quarterly Report on Form 10-Q for the quarter ended June
                  30, 2001.

         -        The description of our common stock contained in our
                  registration statement on Form 8-A filed on May 8, 1995 under
                  the Exchange Act.

         -        The description of our common stock purchase rights contained
                  in our registration statement on Form 8-A filed on November 3,
                  2000.

         -        All documents subsequently filed by the Registrant pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall
                  be deemed to be incorporated by reference in this prospectus
                  and to be part hereof from the date of filing of such
                  documents.

         On request we will provide at no cost to each person, including any
beneficial owner who receives a copy of this prospectus, a copy of any or all of
the documents incorporated in this prospectus by reference. We will not provide
exhibits to any such documents, however, unless such exhibits are specifically
incorporated by reference into those documents. Written or telephone requests
for such copies should be addressed to Kforce's executive offices in Tampa,
Florida, Attention: Corporate Secretary.




                                       11
<PAGE>   17

================================================================================

                                3,000,000 SHARES




                                   KFORCE INC.




                                  COMMON STOCK





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


                                   PROSPECTUS


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























                                 AUGUST 23, 2001

================================================================================



<PAGE>   18

                                     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 the Registrant, pursuant to the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), Commission File No.
0-20658, are incorporated by reference in this Registration Statement:

         (a)      The Registrant's Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 2000 (including information
                  specifically incorporated into the Registrant's Form 10-K from
                  the Registrant's definitive Proxy Statement).

         (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2001.

         (c)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2001.

         (d)      The description of the Registrant's common stock contained in
                  its registration statement on Form 8-A filed on May 8, 1995.

         (e)      The description of the Registrant's common stock purchase
                  rights contained in its registration statement on Form 8-A
                  filed on November 3, 2000.

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant is a Florida corporation. The Florida Business
Corporation Act, as amended (the "Florida Act"), provides that, in general, a
business corporation may indemnify any person who is or was a party to any
proceeding (other than an action by, or in the right of, the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
against liability incurred in connection with such proceeding, including any
appeal thereof, provided certain standards are met, including that such officer
or director 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 provided, further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his conduct was unlawful. In the case of
proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to any such proceeding by reason of the fact that he is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof, provided that such person acted
in good faith and in a manner he reasonably believed to be in, or



                                      II-1
<PAGE>   19

not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim as to which such person is
adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his actions, or omissions to act, were material to the cause of action so
adjudicated and constitute: (i) a violation of the criminal law, unless the
director or officer had reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe it was unlawful; (ii) a transaction from
which the director or officer derived an improper personal benefit; (iii) in the
case of a director, a circumstance under which the director has voted for or
assented to a distribution made in violation of the Florida Act or the
corporation's articles of incorporation; or (iv) willful misconduct or a
conscious disregard for the best interests of the corporation in a proceeding by
or in the right of the corporation to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder. Article V of the Registrant's
Bylaws provides that the Registrant shall indemnify any director, officer,
employee or agent or any former director, officer, employee or agent to the full
extent permitted by Florida law. The Registrant has purchased insurance with
respect to, among other things, any liabilities that may arise under the
statutory provisions referred to above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The previously issued securities being registered for reoffer and
resale pursuant to the prospectus filed as a part of this Registration Statement
were issued by the Registrant pursuant an exemption from registration afforded
by Section 4(2) of the Securities Act of 1933, as amended. No form of general
solicitation was used in connection with such issuances. Each selling
shareholder had access to adequate information before his purchase of stock as a
result of a business relationship with the Registrant.

ITEM 8.  EXHIBITS.

         4.1      Kforce Inc. 1999 Employee Stock Purchase Plan.

         5.1      Opinion of Holland & Knight LLP re legality of the Common
                  Stock.

         23.1     Consent of Holland & Knight LLP (included in Exhibit 5.1).

         23.2     Consent of PricewaterhouseCoopers LLP.

         23.3     Consent of Deloitte & Touche LLP.

         24.1     Powers of Attorney (included on signature page).

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (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 of 1933;

                      (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 thereof) which,



                                      II-2
<PAGE>   20

         individually or in the aggregate, represent a fundamental change in the
         information set forth in this Registration Statement;

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

                  Provided, however, that paragraphs (a)(1)(i) and (a)(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 Securities and Exchange Commission by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
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 which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
and Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities and
Exchange Act of 1934) that is incorporated by reference in the 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions (see Item 6) or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 registrant 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 of 1933 and will be governed by the final adjudication of such
issue.




                                      II-3
<PAGE>   21

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Tampa, State of Florida, on August 23, 2001.


                                    Kforce Inc.



                                    By: /s/ William L. Sanders
                                        ----------------------------------------
                                         William L. Sanders
                                         Senior Vice President,
                                         Chief Financial Officer
                                         and Secretary

         KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David L. Dunkel and William L.
Sanders, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signatures                             Title                                            Date
----------                             -----                                            ----


<S>                                    <C>                                              <C>
By: /s/ David L. Dunkel                Chief Executive Officer and Director             July 20, 2001
    -------------------------------    (principal executive officer)
      David L. Dunkel


By: /s/ William L. Sanders             Senior Vice President, Chief Financial Officer   July 20, 2001
    -------------------------------    and Secretary (principal financial officer)
      William L. Sanders


By: /s/ David M. Kelly                 Vice President, Chief Accounting Officer         July 20, 2001
    -------------------------------    (principal accounting officer)
      David M. Kelly


By: /s/ John N. Allred                 Director                                         July 20, 2001
    -------------------------------
      John N. Allred


By: /s/ William R. Carey, Jr.          Director                                         July 20, 2001
    -------------------------------
      William R. Carey, Jr.


By: /s/ Richard M. Cocchiaro           Director                                         July 20, 2001
    -------------------------------
      Richard M. Cocchiaro


By: /s/ Todd W. Mansfield              Director                                         July 20, 2001
    -------------------------------
      Todd W. Mansfield


By: /s/ Howard W. Sutter               Director                                         July 20, 2001
    -------------------------------
      Howard W. Sutter


By: /s/ Gordon Tunstall                Director                                         July 20, 2001
    -------------------------------
      Gordon Tunstall


By: /s/ Karl A. Vogeler                Director                                         July 20, 2001
    -------------------------------
      Karl A. Vogeler


By: /s/ Ralph Struzziero               Director                                         July 20, 2001
    -------------------------------
      Ralph Struzziero
</TABLE>




                                      II-4
<PAGE>   22

                                INDEX TO EXHIBITS

         4.1      Kforce Inc. 1999 Employee Stock Purchase Plan.

         5.1      Opinion of Holland & Knight LLP re legality of the common
                  stock.

         23.1     Consent of Holland & Knight LLP (included in Exhibit 5.1).

         23.2     Consent of PricewaterhouseCoopers LLP.

         23.3     Consent of Deloitte & Touche LLP.

         24.1     Powers of Attorney (included on signature page).














                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "g70953s-8.txt", "description": "KFORCE, INC.", "secsgml_size_bytes": 66880}]
{"company-data": {"conformed-name": "KFORCE COM INC", "cik": "0000930420", "assigned-sic": "7363", "irs-number": "593264661", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68212", "film-number": "1721795"}, "business-address": {"street1": "120 W HYDE PARK PL", "street2": "SUITE 150", "city": "TAMPA", "state": "FL", "zip": "33606", "phone": "8132297600"}, "mail-address": {"street1": "120 W HYDE PARK PLACE", "street2": "SUITE 150", "city": "TAMPA", "state": "FL", "zip": "33606"}, "former-company": {"former-conformed-name": "ROMAC INTERNATIONAL INC", "date-changed": "19950502"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 2001

                                                  REGISTRATION NO. 33-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                                   KFORCE INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            FLORIDA                                     59-3264661
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

  120 WEST HYDE PARK PLACE, SUITE 150
             TAMPA, FLORIDA                                 33606
(Address of principal executive offices)                  (Zip code)

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

                  KFORCE INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

                               WILLIAM L. SANDERS
                             CHIEF FINANCIAL OFFICER
                                   KFORCE INC.
                       120 WEST HYDE PARK PLACE, SUITE 150
                              TAMPA, FLORIDA 33606
                     (Name and address of agent for service)
                                 (813) 251-1700
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:
                             ROBERT J. GRAMMIG, ESQ.
                              HOLLAND & KNIGHT LLP
                             400 NORTH ASHLEY DRIVE
                                   SUITE 2300
                              TAMPA, FLORIDA 33602
                                 (813) 227-8500

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
                                                            PROPOSED         PROPOSED
                TITLE OF                     AMOUNT         MAXIMUM           MAXIMUM        AMOUNT OF
               SECURITIES                    TO BE       OFFERING PRICE      AGGREGATE     REGISTRATION
            TO BE REGISTERED              REGISTERED(1)    PER UNIT(2)   OFFERING PRICE(2)     FEE
--------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share     3,000,000         $5.22         $15,660,000       $3,915
reserved under Kforce Inc. 1999
Employee Stock Purchase Plan
--------------------------------------------------------------------------------------------------------
(1)The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and this Registration Statement shall also cover any
additional shares that may hereafter become purchasable as a result of the
adjustment provisions in the Kforce, Inc. 1999 Employee Stock Purchase Plan (the
"Plan") or the agreements pursuant to which such shares are issued.

(2) Estimated solely for the purpose of calculating the registration fee. The
fee for the 3,000,000 shares registered hereby is calculated upon the basis of
the average between the high and low sales price for shares of common stock of
the registrant as reported on The Nasdaq Stock Market's National Market on
August 22, 2001.

================================================================================
2

                                EXPLANATORY NOTES

         Kforce Inc. (the "Company") has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "Securities Act"), to register shares of common stock, $.01 par
value per share of the Company, issuable pursuant to the Plan.

         This Form S-8 includes a reoffer prospectus prepared in accordance with
Part I of Form S-3 under the Securities Act. The reoffer prospectus may be used
for reofferings and resales of unregistered shares of common stock previously
acquired by selling shareholders pursuant to the Plan and reofferings and
resales of up to 3,000,000 shares of common stock acquired pursuant to the Plan
by selling shareholders who may be deemed an "affiliate" (as such term is
defined in Rule 405 under the Securities Act) of the Company.
3
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The Company will provide documents containing the information specified
in Part I of Form S-8 to employees as specified by Rule 428(b)(1) under the
Securities Act. Pursuant to the instructions to Form S-8, the Company is not
required to file these documents either as part of this Registration Statement
or as prospectuses or prospectus supplements to Rule 424 under the Securities
Act.
4

                                   PROSPECTUS

                             UP TO 3,000,000 SHARES
                                   KFORCE INC.
                                  COMMON STOCK

         This prospectus relates to the reoffer and resale by certain selling
shareholders of shares of our common stock that may be issued by us to those
selling shareholders under our 1999 Employee Stock Purchase Plan. This
prospectus also relates to the reoffer and resale of shares of our common stock
previously issued under our 1999 Employee Stock Purchase Plan to certain selling
shareholders pursuant to an exemption from registration under the Securities Act
of 1933, as amended.

         Our common stock is traded on The Nasdaq Stock Market under the symbol
KFRC. On August 22, 2001, the closing price for the common stock, as reported by
The Nasdaq Stock Market was $5.10.

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

     THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 2.

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

             NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
           STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OR
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is August 23, 2001.
5
                                TABLE OF CONTENTS
PROSPECTUS SUMMARY.......................................................   1
RISK FACTORS.............................................................   2
FORWARD LOOKING STATEMENTS...............................................   5
SELLING SHAREHOLDERS.....................................................   6
PLAN OF DISTRIBUTION.....................................................   9
LEGAL MATTERS............................................................  10
EXPERTS..................................................................  10
WHERE YOU CAN FIND ADDITIONAL INFORMATION ...............................  10
INCORPORATION OF DOCUMENTS BY REFERENCE..................................  11
In this prospectus, "Kforce," "we," "us," and "our" refers to Kforce Inc., its
wholly owned subsidiaries, and all predecessor entities collectively, unless the
context requires otherwise.
6
                                     SUMMARY

ABOUT KFORCE

         We are one of the nationally recognized leaders in providing
professional specialty services. Headquartered in Tampa, Florida, Kforce was
formed in August 1994 as a result of the combination of Romac & Associates, Inc.
and three of its largest franchises. Following an initial public offering in
1995, we grew to 31 offices in 18 major markets. On April 20, 1998, we
consummated a merger whereby Source Services Corporation, was merged into us
pursuant to an Agreement and Plan of Merger. The acquisition was accounted for
using the pooling of interests method of accounting; accordingly, all historical
results were restated to reflect the merger. The merger combined the
strength of the two organizations that shared common visions, strategies, and
business practices. We now operate through more than 97 locations in 45 markets
and serve primarily clients from Fortune 1000 companies with the top ten clients
representing approximately 8% of revenue in 2000.

         Organized by function, we provide services in the specialty areas of
information technology, finance and accounting, and operating specialties. Once
we have identified the functional challenges of our clients, we then consult
with them to determine their staffing and time duration requirements. We offer
staffing services in two categories: flexible staffing services and search
services. Flexible staffing services entail placing skilled workers in the
client environment on a contractual basis. Our search services include
contingency and retained searches. A contingency search results in payment to us
only when personnel are actually hired by our client. We provide contingency
searches only for skills within our core business. Client searches that are
outside our core business area are typically at a management or executive level
and require a targeted research and recruiting effort. We typically perform
these searches as retained searches where the client pays part of the fee in
advance and the remainder upon completion of the search.

         Our growth strategy is to expand our services in our existing markets,
increasing the reach of our full range of functional services, while providing
our three functional business units with integrated staffing solutions.

         Our principal executive offices are located 120 West Hyde Park Place,
Suite 150, Tampa, Florida 33606. Our telephone number is (813) 251-1700.

         This prospectus relates to the reoffer and resale of shares of our
common stock previously issued to selling shareholders under our 1999 Employee
Stock Purchase Plan (the "Plan"). This prospectus also relates to the reoffer
and resale of shares of our common stock that may be issued by us to our
affiliates pursuant to the Plan.
7

                                  RISK FACTORS

THE CURRENT ECONOMIC DOWNTURN AND FUTURE ECONOMIC DOWNTURNS MAY ADVERSELY EFFECT
THE DEMAND FOR OUR SERVICES.

         Historically, the general level of economic activity has significantly
affected the demand for employment services. As economic activity has slowed,
the use of temporary and contract personnel often has been curtailed before
permanent employees have been laid off. An economic downturn may adversely
affect the demand for temporary and contract personnel, which may have a
material adverse effect on our results of operations or financial condition.
Additionally, during periods of slowed economic activity, the use of executive
search firms tends to decline significantly.

WE MAY NOT BE ABLE TO RECRUIT AND RETAIN QUALIFIED PERSONNEL.

         We depend upon our ability to attract and retain personnel,
particularly technical and professional personnel, who possess the skills and
experience necessary to meet the staffing requirements of our clients. We must
continually evaluate and upgrade our base of available qualified personnel to
keep pace with changing client needs and emerging technologies. We expect
competition for individuals with proven technical or professional skills in the
foreseeable future. If qualified personnel do not continue to be available to us
in sufficient numbers and upon economic terms acceptable to us, it could have a
detrimental effect on our business.

OUR CURRENT MARKET SHARE MAY DECREASE AS A RESULT OF LIMITED BARRIERS TO ENTRY
BY NEW COMPETITORS AND OUR CLIENTS' DISCONTINUATION OF OUTSOURCING THEIR
STAFFING NEEDS.

        We face significant competition in the markets we serve and there are
limited barriers to entry by new competitors. We compete for potential clients
with providers of outsourcing services, systems integrators, computer systems
consultants, other providers of staffing services, temporary personnel agencies,
and search firms. A number of our competitors possess substantially greater
resources than we do. From time to time we have experienced significant pressure
from our clients to reduce price levels. During periods of increased economic
activity and generally higher levels of employment, the competition among
staffing services firms is intense. During these periods, we may face increased
competitive pricing pressures and may not be able to recruit the personnel
necessary to fill our clients' needs. We also face the risk that certain of our
current and prospective clients will decide to provide similar services
internally. Additionally, we face significant competition for candidates in many
professional and technical specialties.

COMPETITION FOR ACQUISITION OPPORTUNITIES MAY RESTRICT OUR FUTURE GROWTH BY
LIMITING OUR ABILITY TO MAKE ACQUISITIONS AT REASONABLE VALUATIONS.

         Our business strategy includes increasing our market share and presence
in the staffing industry through strategic acquisitions of companies that
complement or enhance our business. We have historically faced competition for
acquisitions. In the future, this could limit our ability to grow by
acquisitions or could raise the prices of acquisitions and make them less
accretive to us. In addition, if we are unable to secure necessary financing to
consummate an acquisition, we may be unable to complete desirable acquisitions.

WE DEPEND ON THE PROPER FUNCTIONING OF OUR INFORMATION SYSTEMS.

         We are dependent on the proper functioning of our information systems
in operating our business. Our critical information systems used in our daily
operations identify and match staffing resources and client assignments and
perform billing and accounts receivable functions. Our information systems are
protected through physical and software safeguards and we have backup remote
processing capabilities. They are still vulnerable, however, to fire, storm,
flood, power loss, telecommunications failures, physical or software break-ins
and similar events. If our critical information systems fail or are otherwise
unavailable, we would have to accomplish these functions manually, which could
temporarily impact our ability to identify business opportunities quickly, to
maintain billing and clinical records reliably, and to bill for services
efficiently.

                                       2
8

OUR SUCCESS DEPENDS UPON RETAINING THE SERVICES OF OUR EXECUTIVE MANAGEMENT
TEAM.

        We are highly dependent on our management. We expect that our continued
success will largely depend upon the efforts and abilities of members of our
executive management team. The loss of services of any key executive for any
reason could have a material adverse effect upon us. Our success also depends
upon our ability to identify, develop, and retain qualified operating employees,
particularly management, client servicing, and candidate recruiting employees.
We expend significant resources in recruiting and training our employees, and
the pool of available applicants for these positions is limited. The loss of
some of our operating management and client servicing and candidate recruiting
employees could have an adverse effect on our operations, including our ability
to establish and maintain client, candidate and professional and technical
personnel relationships.

WE FACE SIGNIFICANT EMPLOYMENT LIABILITY RISK BECAUSE WE PLACE PEOPLE IN THE
WORKPLACES OF OTHER BUSINESSES.

        We employ and place people in the workplaces of other businesses. An
inherent risk of such activity includes possible claims of errors and omissions,
misuse of client proprietary information, misappropriation of funds,
discrimination and harassment, employment of illegal aliens, theft of client
property, other criminal activity, or torts and other claims. We have policies
and guidelines in place to reduce our exposure to these risks. However, failure
of any employee or personnel to follow these policies and guidelines may result
in negative publicity, injunctive relief, and the payment by us of monetary
damages or fines, or have other material adverse effects upon our business.
Moreover, we could be held responsible for the actions at a workplace of persons
not under our direct control. To reduce our exposure, we maintain insurance and
fidelity bonds covering general liability, workers' compensation claims, errors
and omissions, and employee theft. Due to the nature of our assignments, in
particular, access to client information systems and confidential information,
and the potential liability with respect thereto, we might not be able to obtain
insurance coverage in amounts adequate to cover any such liability on acceptable
terms.

SIGNIFICANT LEGAL ACTIONS, PARTICULARLY RELATING TO OUR HEALTHCARE STAFFING
SERVICES, COULD SUBJECT US TO SUBSTANTIAL UNINSURED LIABILITIES.

         In recent years, healthcare providers have become subject to an
increasing number of legal actions alleging malpractice, product liability or
related legal theories. Many of these actions involve large claims and
significant defense costs. In addition, we may be subject to claims related to
torts or crimes committed by our employees or temporary staffing personnel. In
some instances, we are required to indemnify clients against some or all of
these risks. A failure of any of our employees or personnel to observe our
policies and guidelines intended to reduce these risks, relevant client policies
and guidelines or applicable federal, state or local laws, rules and regulations
could result in negative publicity, payment of fines or other damages. To
protect ourselves from the cost of these claims, we maintain professional
malpractice liability insurance and general liability insurance coverage in
amounts and with deductibles that we believe are appropriate for our operations.
Our insurance coverage, however, may not cover all claims against us or continue
to be available to us at a reasonable cost. If we are unable to maintain
adequate insurance coverage, we may be exposed to substantial liabilities.

IF WE BECOME SUBJECT TO MATERIAL LIABILITIES UNDER OUR SELF-INSURED PROGRAMS,
OUR FINANCIAL RESULTS MAY BE ADVERSELY AFFECTED.

         We provide workers compensation coverage through a program that is
partially self-insured. In addition, we provide medical coverage to our
employees through a partially self-insured preferred provider organization. If
we become subject to substantial uninsured workers compensation or medical
coverage liabilities, our financial results may be adversely affected.

CURRENTLY WE ARE UNABLE TO RECRUIT ENOUGH NURSES TO MEET OUR CLIENTS' DEMANDS
FOR OUR NURSE STAFFING SERVICES, LIMITING THE POTENTIAL GROWTH OF OUR HEALTHCARE
STAFFING BUSINESS.

         We rely on our ability to attract, develop, and retain nurses and other
healthcare personnel who possess the skills, experience and, as required,
licensure necessary to meet the specified requirements of our healthcare
staffing clients. We compete for healthcare staffing personnel with other
temporary healthcare staffing companies, as well as actual and potential
clients, some of which seek to fill positions with either regular or temporary
employees. Currently, there is a shortage of qualified nurses in most areas of
the United States and competition for nursing personnel is increasing. At this
time we do not have enough nurses to meet our clients' demands for our nurse

                                       3
9

staffing services. This shortage of nurses limits our ability to grow our
healthcare staffing business. Furthermore, we believe that the aging of the
existing nurse population and declining enrollments in nursing schools will
result in further competition for qualified nursing personnel.

IF REGULATIONS THAT APPLY TO OUR HEALTHCARE STAFFING BUSINESS CHANGE, WE MAY
FACE INCREASED COSTS THAT REDUCE OUR REVENUE AND PROFITABILITY.

         The temporary healthcare staffing industry is regulated in many states.
In some states, firms such as ours must be registered to establish and advertise
as a nurse staffing agency or must qualify for an exemption from registration in
those states. If we were to lose any required state licenses, we could be
required to cease operating in those states. The introduction of new regulatory
provisions could substantially raise the costs associated with hiring temporary
employees. For example, some states could impose sales taxes or increase sales
tax rates on temporary healthcare staffing services. We may not be able to pass
these increases costs on to our clients without a decrease in their demand for
temporary employees. In addition, if government regulations were implemented
that limited the amounts we could charge for our services, our profitability
could be adversely affected.

OUR STOCK PRICE MAY BE VOLATILE.

         Our common stock is traded on The Nasdaq Stock Market. The market price
of our stock has fluctuated substantially in the past and could fluctuate
substantially in the future, based on a variety of factors, including our
operating results, changes in general conditions in the economy, the financial
markets, the employment services industry, or other developments affecting us,
our clients, or our competitors, some of which may be unrelated to our
performance. Those fluctuations and demand for our services may adversely affect
the price of our stock.

         In addition, the stock market in general, and especially the Nasdaq
National Market along with market prices for staffing companies, have
experienced volatility that has often been unrelated to the operating
performance of these companies. These broad market and industry fluctuations may
adversely affect the market price of our common stock, regardless of our
operating results.

         Among other things, volatility in our stock price could mean that
investors will not be able to sell their shares at or above the prices which
they pay. The volatility also could impair our ability in the future to offer
common stock as a source of additional capital or as consideration in the
acquisition of other businesses.

SIGNIFICANT INCREASES IN PAYROLL RELATED COSTS COULD ADVERSELY AFFECT OUR
BUSINESS.

        We are required to pay a number of federal, state, and local payroll and
related costs, including unemployment taxes, workers' compensation and
insurance, FICA, and Medicare, among others, for our employees and personnel.
Significant increases in the effective rates of any payroll-related costs likely
would have a material adverse effect upon us. Our costs could also increase as a
result of health care reforms or the possible imposition of additional
requirements and restrictions related to the placement of personnel. Recent
federal and state legislative proposals have included provisions extending
health insurance benefits to personnel who currently do not receive such
benefits. We may not be able to increase the fees charged to our clients in a
timely manner and in a sufficient amount to cover increased costs, if any such
proposals are adopted.

PROVISIONS IN OUR ARTICLES, BYLAWS, AND UNDER FLORIDA LAW MAY HAVE CERTAIN
ANTI-TAKEOVER EFFECTS.

        Our articles of incorporation and bylaws and Florida law contain
provisions that may have the effect of inhibiting a non-negotiated merger or
other business combination. In particular, our articles of incorporation provide
for a staggered board of directors and permit the removal of directors only for
cause. Additionally, management may issue up to 15,000,000 shares of preferred
stock, and fix the rights and preferences thereof, without a further vote of the
shareholders. In addition, our officers have employment agreements containing
certain provisions that call for substantial payments to be made to such
officers upon any change in control of us. Certain of these provisions may
discourage a future acquisition of us, including an acquisition in which
shareholders might otherwise receive a premium for their shares. As a result,
shareholders who might desire to participate in such a transaction may not have
the opportunity to do so. Moreover, the existence of these provisions may have a
depressive effect on the market price of our common stock.

                                       4
10

                           FORWARD-LOOKING STATEMENTS

         We make "forward-looking statements" within the "safe harbor" provision
of the Private Securities Litigation Reform Act of 1995 throughout this
prospectus and in the documents we incorporate by reference into this
prospectus. You can identify these statements by forward-looking words such as
"may," "will," "expect," "anticipate," "believe," "estimate," "plan," and
"continue" or similar words. We have based these statements on our current
expectations about future events. Although we believe that our expectations
reflected in or suggested by our forward-looking statements are reasonable, our
actual results may differ materially from what we currently expect. Important
factors that could cause our actual results to differ materially from the
forward-looking statements in this prospectus or in the documents that we
incorporate by reference into this prospectus include:

         -        material adverse changes in economic conditions in the markets
                  we serve;

         -        competition from others in the staffing services industry;

         -        our ability to recruit and retain qualified personnel; and

         -        other risks and uncertainties as may be detailed from time to
                  time in our public announcements and Securities and Exchange
                  Commission ("SEC") filings.

You should read this prospectus and the documents that we incorporate by
reference into this prospectus completely and with the understanding that our
actual future results may be materially different from what we expect.

                                       5
11

                              SELLING SHAREHOLDERS

         This prospectus relates to the reoffer and resale of shares of our
common stock issued or that may be issued under the Plan to selling shareholders
who may be deemed "affiliates" of Kforce (as that term is defined in Rule 405 of
the Securities Act of 1933, as amended (the "Securities Act")). This prospectus
also relates to the reoffer and resale of shares of our common stock held by
certain unnamed non-affiliates, each of whom may sell up to 1,000 shares of such
common stock, previously issued to such non-affiliates under the Plan. We will
provide additional information regarding the identity of selling shareholders,
number of shares to be offered for resale, and certain other information
relating to such selling shareholders in a supplement to this prospectus if we
are required by law to do so.

         The following table sets forth (i) the number of shares of common stock
owned by each selling shareholder at July 15, 2001, (ii) the number of share of
common stock to be offered for resale by each selling shareholder and (iii) the
number and percentage of shares of common stock that each selling shareholder
will beneficially own after completion of the offering. Because the selling
shareholders may offer all, some, or none of their shares of common stock, no
definite estimate as to the number of shares of common stock or the percentage
thereof that will be held by selling shareholders after such offering can be
provided. The following table was prepared based on the assumption that all
shares of common stock offered under this prospectus will be sold. All selling
shareholders who do not have a title set forth below their name are employees of
Kforce, but do not hold an officer position.
Number of Shares of
                                                        Shares of        Number of      Common Stock/
                                                        Common Stock     Shares to Be   Percentage of Class
                                                        Beneficially     Offered for    to be Owned After the
Name                                                    Owned (1)(2)     Resale         Completion of Offering
----                                                    ------------     ------         ----------------------
David L. Dunkel.....................................       3,560,056             +             9.37%
Chairman, Chief Executive Officer, and Director

Richard Cocchiaro...................................       1,785,427         6,741              4.7%
Director

Joseph J. Liberatore................................         139,306             +                 *
Senior Vice President and Chief Sales Officer

Ken W. Pierce.......................................          15,505        11,505                 *
Vice President and Chief Marketing Officer

William L. Sanders..................................         225,085        12,785                 *
Senior Vice President and Chief Financial Officer

Lawrence J. Stanczak................................         125,019             +                 *
Senior Vice President and Chief Operations Officer

Howard W. Sutter....................................       1,675,569             +             4.41%
Vice President and Director

Fred Williams.......................................           9,793         4,779                 *
Vice President and Chief Information Officer

Eileen Kelly........................................          23,391         3,333                 *
Vice President, Treasurer

David M. Kelly......................................           2,175             +                 *
Vice President, Chief Accounting Officer
6
12
Number of Shares of
                                                        Shares of        Number of      Common Stock/
                                                        Common Stock     Shares to Be   Percentage of Class
                                                        Beneficially     Offered for    to be Owned After the
Name                                                    Owned (1)(2)     Resale         Completion of Offering
----                                                    ------------     ------         ----------------------
Paul Fleet.........................................            1,000        1,000                *
Kieran Collins.....................................            1,003        1,003                *
Joseph Kruszewski..................................            1,021        1,021                *
George Kraft.......................................            1,049        1,049                *
Christina Pifer....................................            1,058        1,058                *
Marie McGowen......................................            1,071        1,071                *
Eric Brooks........................................            1,072        1,072                *
Randall Henderson..................................            1,083        1,083                *
Ram Ramakrishnan...................................            1,136        1,136                *
Thomas Combs.......................................            1,136        1,136                *
Michael Trewhella..................................            1,140        1,140                *
Jeremy Berg........................................            1,143        1,143                *
Michael Runyan.....................................            1,145        1,145                *
Sandra Spinelli....................................            1,217        1,217                *
Charles DeBordes...................................            1,240        1,240                *
Linda Uzzel........................................            1,252        1,252                *
Laura Vanderburgh..................................            1,259        1,259                *
Patricia Fitzgerald................................            1,316        1,316                *
Michael Sochacki...................................            1,328        1,328                *
Clark Gruber.......................................            1,353        1,353                *
Robert Pfeifer.....................................            1,373        1,373                *
Everett Lee........................................            1,400        1,400                *
Christina Hollekim.................................            1,402        1,402                *
Eric Hodos.........................................            1,406        1,406                *
Alexandra Khokhlov.................................            1,417        1,417                *
Mary Lynn Dougherty................................            1,420        1,420                *
David Biggio.......................................            1,466        1,466                *
David Yalan........................................            1,476        1,476                *
Laura Reese........................................            1,480        1,480                *
Judy Genshino......................................            1,524        1,524                *
Terry Correll......................................            1,526        1,526                *
Andrew Field.......................................            1,537        1,537                *
Joseph Biolsi......................................            1,540        1,540                *
WenFang Lee........................................            1,579        1,579                *
Richard Murray.....................................            1,580        1,580                *
Debra Kriess.......................................            1,620        1,620                *
Emmet Brady........................................            1,645        1,645                *
Jerry Plant........................................            1,722        1,722                *
Tammie Willis......................................            1,742        1,742                *
Derek McMahon......................................            1,752        1,752                *
Peter Lyn..........................................            1,808        1,808                *
Jon Lamphere.......................................            1,809        1,809                *
Ira Katz...........................................            1,841        1,841                *
Timothy Lynch......................................            1,862        1,862                *
Alex Cortizo.......................................            1,932        1,932                *
Nancy Zehmisch.....................................            1,936        1,936                *
Andrew McKinley....................................            1,953        1,953                *
Paul Siem..........................................            1,993        1,993                *
Paul Canates.......................................            2,052        2,052                *
Thomas Reed........................................            2,055        2,055                *
Christian Kebekus..................................            2,070        2,070                *
Ernie Meyer........................................            2,094        2,094                *
Sheryl Orso........................................            2,133        2,133                *
7
13
Number of Shares of
                                                        Shares of        Number of      Common Stock/
                                                        Common Stock     Shares to Be   Percentage of Class
                                                        Beneficially     Offered for    to be Owned After the
Name                                                    Owned (1)(2)     Resale         Completion of Offering
----                                                    ------------     ------         ----------------------
Merry Smith........................................            2,134        2,134                *
Keith Richardson...................................            2,170        2,170                *
Lisa Poon..........................................            2,223        2,223                *
Renee Trice........................................            2,351        2,351                *
Bruce Rockwell.....................................            2,392        2,392                *
Anthony Matthews...................................            2,449        2,449                *
Ingram Brett Losner................................            2,523        2,523                *
Janie Dobzanski....................................            2,606        2,606                *
Joseph Thompson....................................            2,650        2,650                *
Gary Mach..........................................            2,792        2,792                *
Ramon Menendez.....................................            3,068        3,068                *
Kyle Tilley........................................            3,103        3,103                *
Robert Carey.......................................            3,200        3,200                *
Josh Edwards.......................................            3,222        3,222                *
Mark Skowronski....................................            3,431        3,431                *
Michael Ettore.....................................            3,431        3,431                *
Elizabeth Keathley.................................            3,456        3,456                *
Paul David Meyer...................................            3,469        3,469                *
Randy Schultz......................................            3,528        3,528                *
Fabien Lapointe....................................            3,549        3,549                *
Andrew MacLean.....................................            3,611        3,611                *
Brenda Eckstein....................................            3,635        3,635                *
Nicholas Halchak...................................            3,690        3,690                *
Michael Bellino....................................            4,129        4,129                *
Matthew Worrell....................................            4,554        4,554                *
Jeffery Meyer......................................            5,008        5,008                *
Jonathan Story.....................................            6,947        6,947                *
+        The number of shares to be offered for resale, if any, will be included
         in a supplement to this prospectus.

*        Less than 1% of the outstanding common stock

(1)      Includes the number of shares subject to purchase pursuant to currently
         exercisable options or options exercisable within 60 days of July 15,
         2001 as follows: Mr. Dunkel, 376,000; Mr. Cocchiaro, 8,467; Mr.
         Liberatore, 84,973; Mr. Pierce, 4,000; Mr. Sanders, 189,600; Mr.
         Stanczak, 72,118; Mr. Sutter, 29,253, Mr. Williams, 5,004, Ms. Kelly,
         15,030 and Mr. Kelly, 600.

(2)      Includes 71,212 shares as to which beneficial ownership is disclaimed
         as follows: Mr. Dunkel, 31,712 (shares held by current spouse); Mr.
         Stanczak, 100 (shares held by son); Mr. Cocchiaro, 39,400 (shares held
         by parents). Also includes 2,942,710 shares as to which voting and/or
         investment power is shared or controlled by another person and as to
         which beneficial ownership is not disclaimed, as follows: Mr. Dunkel,
         1,269,231 (shares held by former spouse); Mr. Cocchiaro, 78,163 (shares
         held by family foundation); and Mr. Sutter, 1,595,316 (shares held by
         Sutter Investments Limited Partnership).

         This offering is not underwritten; neither the selling shareholders nor
we have employed an underwriter for the sale of common stock by the selling
shareholders. We will bear all expenses in connection with the preparation of
this prospectus. The selling shareholders will bear all expenses associated with
the sale of the common stock.

                                       8
14

                              PLAN OF DISTRIBUTION

         We are registering the shares on behalf of the selling shareholders.
References in this section to selling shareholders also include any permitted
pledges, donees, or transferees identified in a supplement to this prospectus,
if necessary. The common stock covered by this prospectus may be offered and
sold from time to time by the selling shareholders in one or more of the
following transactions:

         -        on any stock exchange on which the shares of common stock may
                  be listed at the time of sale;

         -        in negotiated transactions;

         -        in connection with "short sales";

         -        by pledge to secure debts and other obligations;

         -        in connection with the writing of options, in hedge
                  transactions, and in settlement of other transaction in
                  standardized or over-the-counter options;

         -        in a combination of any of the above transactions; or

         -        pursuant to Rule 144 under the Securities Act, assuming the
                  availability of an exemption from registration.

         The selling shareholders may sell their shares at market prices
prevailing at the time of sale, at prices related to prevailing market prices,
at negotiated prices, or at fixed prices.

         Broker-dealers that are used to sell shares will either receive
discounts or commissions from the selling shareholders, or will receive
commissions from the purchasers for whom they acted as agents.

         The sale of common stock by the selling shareholders is subject to
compliance by the selling shareholders with certain provisions of the Plan.

         Any broker-dealer acquiring common stock from the selling shareholders
may sell the shares either directly, in its normal market-making activities,
through or to other brokers on a principal or agency basis or to its customers.
Any such sales may be at prices then prevailing market prices or at negotiated
prices to its customers or a combination of such methods. The selling
shareholders and any broker-dealers that act in connection with the sale of the
common stock hereunder might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act; any commissions received by them and any
profit on the resale of shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act. Any such commissions, as
well as other expenses incurred by the selling shareholders and applicable
transfer taxes, are payable by the selling shareholder.

         We have not registered or qualified offers and sales of shares of the
common stock under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the selling
shareholders will offer and sell their shares of common stock in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the selling shareholders may not offer or sell
shares of common stock unless we have registered or qualified such shares for
sale in such states or we have complied with an available exemption from
registration or qualification.

         Under applicable rules and regulations under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), any person engaged in a
distribution of shares of the common stock may not simultaneously engage in
market making activities with respect to such shares of common stock for a
period of two to nine business days prior to the commencement of such
distribution. In addition, the selling shareholders and any other person
participating in a distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation, Rules 10b-2, 10b-6 and 10b-7. Such provisions may limit the timing
of purchases and sales of any of the shares of common stock by the selling
shareholders or any such other

                                       9
15

person. This may affect the marketability of the common stock and the brokers'
and dealers' ability to engage in market making activities with respect to the
common stock.

                                  LEGAL MATTERS

         Certain legal matters in connection with the issuance of the shares of
common stock offered hereby have been passed upon for Kforce by Holland & Knight
LLP, Tampa, Florida.

                                     EXPERTS

         The audited financial statements and schedules as of and for the year
ended December 31, 1999, incorporated by reference in this prospectus have
been audited by PricewaterhouseCoopers LLP, independent public accountants,
as indicated in their reports with respect thereto, and are included herein
in reliance upon the authority of such firm as experts in giving such reports.

         The consolidated financial statements and the related consolidated
financial statement schedule as of and for the year ended December 31, 2000,
incorporated by reference in this prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated by reference herein, and has been so included and incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We file annual, quarterly, and special reports, proxy statements and other
information with the SEC. Those reports, proxy statements, and other information
may be obtained:

         -        At the Public Reference Room of the SEC, Room 1024 - Judiciary
                  Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;

         -        At the public reference facilities at the SEC's regional
                  offices located at Seven World Trade Center, 13th Floor, New
                  York, New York 10048 or Northwestern Atrium Center, 500 West
                  Madison Street, Suite 1400, Chicago, Illinois 60661;

         -        From the SEC, Public Reference Section, Judiciary Plaza, 450
                  Fifth Street, N.W., Washington, D.C. 20549;

         -        At the offices of The New York Stock Exchange, 20 Broad
                  Street, New York, New York 10005; and

         -        From the Internet site maintained by the SEC at
                  http://www.sec.gov, which contains reports, proxy and
                  information statements and other information regarding issuers
                  that file electronically with the SEC.

      Some locations may charge prescribed or modest fees for copies.

                                       10
16

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the following documents:

         -        Annual Report on Form 10-K/A for the year ended December 31,
                  2000 (including information specifically incorporated by
                  reference into our Form 10-K from our definitive Proxy
                  Statement).

         -        Our Quarterly Report on Form 10-Q for the quarter ended March
                  31, 2001.

         -        Our Quarterly Report on Form 10-Q for the quarter ended June
                  30, 2001.

         -        The description of our common stock contained in our
                  registration statement on Form 8-A filed on May 8, 1995 under
                  the Exchange Act.

         -        The description of our common stock purchase rights contained
                  in our registration statement on Form 8-A filed on November 3,
                  2000.

         -        All documents subsequently filed by the Registrant pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall
                  be deemed to be incorporated by reference in this prospectus
                  and to be part hereof from the date of filing of such
                  documents.

         On request we will provide at no cost to each person, including any
beneficial owner who receives a copy of this prospectus, a copy of any or all of
the documents incorporated in this prospectus by reference. We will not provide
exhibits to any such documents, however, unless such exhibits are specifically
incorporated by reference into those documents. Written or telephone requests
for such copies should be addressed to Kforce's executive offices in Tampa,
Florida, Attention: Corporate Secretary.

                                       11
17

================================================================================

                                3,000,000 SHARES

                                   KFORCE INC.

                                  COMMON STOCK

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

                                   PROSPECTUS

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

                                 AUGUST 23, 2001

================================================================================
18

                                     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 the Registrant, pursuant to the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), Commission File No.
0-20658, are incorporated by reference in this Registration Statement:

         (a)      The Registrant's Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 2000 (including information
                  specifically incorporated into the Registrant's Form 10-K from
                  the Registrant's definitive Proxy Statement).

         (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2001.

         (c)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2001.

         (d)      The description of the Registrant's common stock contained in
                  its registration statement on Form 8-A filed on May 8, 1995.

         (e)      The description of the Registrant's common stock purchase
                  rights contained in its registration statement on Form 8-A
                  filed on November 3, 2000.

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant is a Florida corporation. The Florida Business
Corporation Act, as amended (the "Florida Act"), provides that, in general, a
business corporation may indemnify any person who is or was a party to any
proceeding (other than an action by, or in the right of, the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
against liability incurred in connection with such proceeding, including any
appeal thereof, provided certain standards are met, including that such officer
or director 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 provided, further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his conduct was unlawful. In the case of
proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to any such proceeding by reason of the fact that he is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof, provided that such person acted
in good faith and in a manner he reasonably believed to be in, or

                                      II-1
19

not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim as to which such person is
adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his actions, or omissions to act, were material to the cause of action so
adjudicated and constitute: (i) a violation of the criminal law, unless the
director or officer had reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe it was unlawful; (ii) a transaction from
which the director or officer derived an improper personal benefit; (iii) in the
case of a director, a circumstance under which the director has voted for or
assented to a distribution made in violation of the Florida Act or the
corporation's articles of incorporation; or (iv) willful misconduct or a
conscious disregard for the best interests of the corporation in a proceeding by
or in the right of the corporation to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder. Article V of the Registrant's
Bylaws provides that the Registrant shall indemnify any director, officer,
employee or agent or any former director, officer, employee or agent to the full
extent permitted by Florida law. The Registrant has purchased insurance with
respect to, among other things, any liabilities that may arise under the
statutory provisions referred to above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The previously issued securities being registered for reoffer and
resale pursuant to the prospectus filed as a part of this Registration Statement
were issued by the Registrant pursuant an exemption from registration afforded
by Section 4(2) of the Securities Act of 1933, as amended. No form of general
solicitation was used in connection with such issuances. Each selling
shareholder had access to adequate information before his purchase of stock as a
result of a business relationship with the Registrant.

ITEM 8.  EXHIBITS.

         4.1      Kforce Inc. 1999 Employee Stock Purchase Plan.

         5.1      Opinion of Holland & Knight LLP re legality of the Common
                  Stock.

         23.1     Consent of Holland & Knight LLP (included in Exhibit 5.1).

         23.2     Consent of PricewaterhouseCoopers LLP.

         23.3     Consent of Deloitte & Touche LLP.

         24.1     Powers of Attorney (included on signature page).

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (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 of 1933;

                      (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 thereof) which,

                                      II-2
20

         individually or in the aggregate, represent a fundamental change in the
         information set forth in this Registration Statement;

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

                  Provided, however, that paragraphs (a)(1)(i) and (a)(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 Securities and Exchange Commission by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
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 which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
and Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities and
Exchange Act of 1934) that is incorporated by reference in the 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions (see Item 6) or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 registrant 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 of 1933 and will be governed by the final adjudication of such
issue.

                                      II-3
21

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Tampa, State of Florida, on August 23, 2001.

                                    Kforce Inc.

                                    By: /s/ William L. Sanders
                                        ----------------------------------------
                                         William L. Sanders
                                         Senior Vice President,
                                         Chief Financial Officer
                                         and Secretary

         KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David L. Dunkel and William L.
Sanders, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures                             Title                                            Date
----------                             -----                                            ----
By: /s/ David L. Dunkel                Chief Executive Officer and Director             July 20, 2001
    -------------------------------    (principal executive officer)
      David L. Dunkel

By: /s/ William L. Sanders             Senior Vice President, Chief Financial Officer   July 20, 2001
    -------------------------------    and Secretary (principal financial officer)
      William L. Sanders

By: /s/ David M. Kelly                 Vice President, Chief Accounting Officer         July 20, 2001
    -------------------------------    (principal accounting officer)
      David M. Kelly

By: /s/ John N. Allred                 Director                                         July 20, 2001
    -------------------------------
      John N. Allred

By: /s/ William R. Carey, Jr.          Director                                         July 20, 2001
    -------------------------------
      William R. Carey, Jr.

By: /s/ Richard M. Cocchiaro           Director                                         July 20, 2001
    -------------------------------
      Richard M. Cocchiaro

By: /s/ Todd W. Mansfield              Director                                         July 20, 2001
    -------------------------------
      Todd W. Mansfield

By: /s/ Howard W. Sutter               Director                                         July 20, 2001
    -------------------------------
      Howard W. Sutter

By: /s/ Gordon Tunstall                Director                                         July 20, 2001
    -------------------------------
      Gordon Tunstall

By: /s/ Karl A. Vogeler                Director                                         July 20, 2001
    -------------------------------
      Karl A. Vogeler

By: /s/ Ralph Struzziero               Director                                         July 20, 2001
    -------------------------------
      Ralph Struzziero
II-4
22

                                INDEX TO EXHIBITS

         4.1      Kforce Inc. 1999 Employee Stock Purchase Plan.

         5.1      Opinion of Holland & Knight LLP re legality of the common
                  stock.

         23.1     Consent of Holland & Knight LLP (included in Exhibit 5.1).

         23.2     Consent of PricewaterhouseCoopers LLP.

         23.3     Consent of Deloitte & Touche LLP.

         24.1     Powers of Attorney (included on signature page).

                                      II-5