<PAGE>   1
                               Registration No. 33
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              Staff Builders, Inc.
             (Exact name of Registrant as specified in its charter)

                          Delaware                           11-2650500
               (State or other jurisdiction of            (I.R.S. Employer
               incorporation or organization)           Identification No.)

         1983 Marcus Avenue, Lake Success, New York            11042
          (Address of Principal Executive Offices)           (Zip Code)


                   Staff Builders, Inc. 2000 Stock Option Plan
                   -------------------------------------------
                            (Full title of the plan)

                                Stephen Savitsky
                                ----------------
          Chairman of the Board, President and Chief Executive Officer

                              Staff Builders, Inc.
                               1983 Marcus Avenue
                          Lake Success, New York 11042
                          ----------------------------
                     (Name and address of agent for service)

                                 (516) 750-1600
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Floyd I. Wittlin, Esq.
                                Bingham Dana LLP
                                 399 Park Avenue
                          New York, New York 10022-4689
                                 (212) 207-1200

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
                                                    Proposed Maximum       Proposed Maximum
 Title of Securities to       Amount to be         Offering Price Per     Aggregate Offering          Amount of
     be Registered             Registered              Share (1)               Price (1)          Registration Fee
     -------------             -----------             ---------               ---------          ----------------
<S>                        <C>                     <C>                   <C>                      <C>
 Class A Common Stock,     3,000,000(2) shares            $.75                $2,250,000               $562.50
par value $.01 per share
</Table>


<PAGE>   2
 (1)  The proposed maximum aggregate offering price, estimated solely for the
      purpose of calculating the registration fee, has been computed pursuant to
      Rule 457(h) promulgated under the Securities Act and is based on the
      average of the high and low prices of Staff Builders, Inc.'s Class A
      Common Stock, par value $.01 per share (the "Common Stock"), on July 26,
      2001, as reported on the over-the-counter bulletin board.

(2)   Represents shares issuable under the Staff Builders, Inc. 2000 Stock
      Option Plan.

         PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         The document or documents containing the information specified in Part
I are not required to be filed by Staff Builders, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") as part of this Form S-8
Registration Statement (the "Registration Statement") pursuant to Rule 424 under
the Securities Act.

         PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents have been previously filed by the Company with
the Commission and are incorporated in this Registration Statement by reference:

                  (a) The Company's annual report on Form 10-K/A for the fiscal
year ended February 28, 2001, filed on June 28, 2001.

                  (b) All other reports of the Company filed pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the annual report
referenced in (a) above.

                  (c) The description of the Company's Class A Common Stock
contained in its Registration Statement on Form 8-A, as amended by Amendment No.
1 to the Registration Statement on Form 8-A of the Company, filed on October 24,
1995, which was declared effective on October 26, 1995, including any amendments
or reports filed for the purpose of updating that description.

         All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to such time as the Company files
a post-effective amendment to this Registration Statement indicating that all
securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.


<PAGE>   3


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Restated Certificate of Incorporation of the Company, as amended,
provides that (i) the Company shall, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law ("Section 145"), indemnify all
persons whom it may indemnify pursuant thereto and (ii) the personal liability
of the directors of the Company is eliminated to the fullest extent permitted by
Section 102(b)(7) of the Delaware General Corporation Law ("Section 102(b)(7)").
The Company has entered into separate indemnification agreements with certain of
its officers to the same effect.

         Section 145 permits the Company to indemnify any person who was or is a
party or is threatened to be made party to a threatened, pending or completed
administrative, investigative, civil or criminal action, suit or proceeding
(other than an action by or in the right of the registrant in question) by
reason of the fact that he is or was a director, officer, employee or agent of
the registrant, or is or was serving at the request of the registrant as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or "Other Enterprise", against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement he actually and
reasonably incurred in connection with such an action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of such registrant (and, in the case of a criminal
action or proceeding, had no reason to believe his conduct was unlawful). In the
case of an action by or in the right of the Company, he may not be indemnified
in respect of any claim, issue or matter as to which he was adjudged liable to
the Company unless and only to the extent that the court determines that he is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

         Payment may be made in advance of the final disposition of any civil,
criminal, administrative or investigative action, suit or proceeding if the
officer or director agrees to repay to the Company such amount in the event it
is determined that he was not entitled to it. Indemnification against expenses
(including attorneys' fees) actually and reasonably incurred must be given under
Section 145 to the extent an officer, director, employee or agent is successful
in an action described above.

         In addition, Section 145 permits the Company to purchase and maintain
insurance on behalf of any officer, director, employee and agent of the Company
or any person serving at the request of the Company as an officer, director,
employee or agent of another corporation serving as described above whether or
not the Company would have the power to indemnify him under Section 145. The
Company maintains directors and officers liability insurance for all duly
elected or appointed officers and director so the Company.

         Section 102(b)(7) permits the Company to eliminate or limit the
personal liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company,
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.


<PAGE>   4


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The following exhibits are filed (except where otherwise indicated) as
part of this Registration Statement:

<Table>
<Caption>
Exhibit No.                          Description
-----------                          -----------
<S>            <C>
3.1            Restated Certificate of Incorporation of the Company, filed July
               11, 1998. (A)

3.2            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed August 22, 1991. (B)

3.3            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed September 3, 1992. (A)

3.4            Certificate of Retirement of Stock of the Company, filed February
               28, 1994. (E)

3.5            Certificate of Retirement of Stock of the Company, filed June 3,
               1994. (A)

3.6            Certificate of Designation, Rights and Preferences of the Class A
               Preferred Stock of the Company, filed June 6, 1994. (A)

3.7            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed August 23, 1994. (A)

3.8            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed October 26, 1995. (C)

3.9            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed December 19, 1995. (D)

3.10           Amended and Restated By-Laws of the Company. (A)

4.1            Staff Builders, Inc. 2000 Employee Stock Option Plan.

5.1            Opinion of Bingham Dana LLP.

23.1           Consent of Deloitte & Touche, LLP to the incorporation by
               reference in this Registration Statement of their report on the
               financial statements included in the Company's annual report on
               Form 10-K for the fiscal year ended February 28, 2001.

23.2           Consent of Bingham Dana LLP (included in the opinion filed as
               Exhibit 5.1).
</Table>


----------

See Note to Exhibits

<PAGE>   5



                                NOTES TO EXHIBITS

(A)      Incorporated by reference to the Company's exhibit booklet to its Form
         10-K for the fiscal year ended February 28, 1995 (File No. 0-11380),
         filed with the Commission on May 5, 1995.

(B)      Incorporated by reference to the Company's Registration Statement on
         Form S-1 (File No. 33-43728), dated January 29, 1992.

(C)      Incorporated by reference to the Company's Form 8-K filed with the
         Commission on October 31, 1995.

(D)      Incorporated by reference to the Company's exhibit booklet to it Form
         10-K for the fiscal year ended February 28, 1996 (file No. 0-11380),
         filed with the Commission on May 13, 1996.

(E)      Incorporated by reference to the Company's exhibit booklet to its Form
         10-K for the fiscal year ended February 28, 1994, (File No. 0-11380),
         filed with the Commission on May 13, 1994.

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;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represents a fundamental
                  change in the information set forth in the 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) of this item do not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the registrant pursuant to Section 13 or Section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  Registration Statement.

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

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


<PAGE>   6


         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final
adjudication of such issue.

<PAGE>   7




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Village of Lake Success, State of New York, on this 2nd
day of August, 2001.

                                      STAFF BUILDERS, INC.


                                      By:  /s/ Stephen Savitsky
                                           -------------------------------------
                                           Stephen Savitsky
                                           Chairman of the Board, President and
                                           Chief Executive Officer

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

<Table>
<Caption>
Signature                               Title                                       Date
<S>                                     <C>                                         <C>
/s/ Stephen Savitsky                    Chairman of the Board, President and        August 2, 2001
-------------------------------         Chief Executive Officer (Principal
Stephen Savitsky                        Executive Officer) and Director

/s/ Alan Levy                           Senior Vice President, Chief Financial      August 2, 2001
-------------------------------         Officer and Treasurer (Principal
Alan Levy                               Financial and Accounting Officer)

/s/ Bernard J. Firestone, Ph.D.         Director                                    August 2, 2001
-------------------------------
Bernard J. Firestone, Ph.D.

/s/ Jonathan J. Halpert                 Director                                    August 2, 2001
-------------------------------
Jonathan J. Halpert

/s/ Donald Meyers                       Director                                    August 2, 2001
-------------------------------
Donald Meyers
</Table>

<PAGE>   8



                                  EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                           DESCRIPTION
-------                          -----------
<S>            <C>
3.1            Restated Certificate of Incorporation of the Company, filed July
               11, 1998. (A)

3.2            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed August 22, 1991. (B)

3.3            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed September 3, 1992. (A)

3.4            Certificate of Retirement of Stock of the Company, filed February
               28, 1994. (E)

3.5            Certificate of Retirement of Stock of the Company, filed June 3,
               1994. (A)

3.6            Certificate of Designation, Rights and Preferences of the Class A
               Preferred Stock of the Company, filed June 6, 1994. (A)

3.7            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed August 23, 1994. (A)

3.8            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed October 26, 1995. (C)

3.9            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed December 19, 1995. (D)

3.10           Amended and Restated By-Laws of the Company. (A)

4.1            Staff Builders, Inc. 2000 Employee Stock Option Plan.

5.1            Opinion of Bingham Dana LLP.

23.1           Consent of Deloitte & Touche, LLP to the incorporation by
               reference in this Registration Statement of their report on the
               financial statements included in the Company's annual report on
               Form 10-K for the fiscal year ended February 28, 2001.

23.2           Consent of Bingham Dana LLP (included in the opinion filed as
               Exhibit 5.1).
</Table>



----------
 See Notes to Exhibits


<PAGE>   9



                                NOTES TO EXHIBITS

(A)      Incorporated by reference to the Company's exhibit booklet to its Form
         10-K for the fiscal year ended February 28, 1995 (File No. 0-11380),
         filed with the Commission on May 5, 1995.

(B)      Incorporated by reference to the Company's Registration Statement on
         Form S-1 (File No. 33-43728), dated January 29, 1992.

(C)      Incorporated by reference to the Company's Form 8-K filed with the
         Commission on October 31, 1995.

(D)      Incorporated by reference to the Company's exhibit booklet to it Form
         10-K for the fiscal year ended February 28, 1996 (file No. 0-11380),
         filed with the Commission on May 13, 1996.

(E)      Incorporated by reference to the Company's exhibit booklet to its Form
         10-K for the fiscal year ended February 28, 1994, (File No. 0-11380),
         filed with the Commission on May 13, 1994.
[{"type": "S-8", "sequence": "1", "filename": "d89384s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22303}]
{"company-data": {"conformed-name": "STAFF BUILDERS INC /DE/", "cik": "0000720480", "assigned-sic": "8082", "irs-number": "112650500", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66620", "film-number": "1696527"}, "business-address": {"street1": "1983 MARCUS AVE", "street2": "STE C115", "city": "LAKE SUCCESS", "state": "NY", "zip": "11042", "phone": "5163581000"}, "mail-address": {"street1": "425 NORTH AVE EAST", "street2": "STE C115", "city": "WESTFIELD", "state": "NJ", "zip": "07090"}, "former-company": {"former-conformed-name": "TENDER LOVING CARE HEALTH CARE SERVICES INC", "date-changed": "19880404"}}
1
                               Registration No. 33
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              Staff Builders, Inc.
             (Exact name of Registrant as specified in its charter)

                          Delaware                           11-2650500
               (State or other jurisdiction of            (I.R.S. Employer
               incorporation or organization)           Identification No.)

         1983 Marcus Avenue, Lake Success, New York            11042
          (Address of Principal Executive Offices)           (Zip Code)

                   Staff Builders, Inc. 2000 Stock Option Plan
                   -------------------------------------------
                            (Full title of the plan)

                                Stephen Savitsky
                                ----------------
          Chairman of the Board, President and Chief Executive Officer

                              Staff Builders, Inc.
                               1983 Marcus Avenue
                          Lake Success, New York 11042
                          ----------------------------
                     (Name and address of agent for service)

                                 (516) 750-1600
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Floyd I. Wittlin, Esq.
                                Bingham Dana LLP
                                 399 Park Avenue
                          New York, New York 10022-4689
                                 (212) 207-1200

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum       Proposed Maximum
 Title of Securities to       Amount to be         Offering Price Per     Aggregate Offering          Amount of
     be Registered             Registered              Share (1)               Price (1)          Registration Fee
     -------------             -----------             ---------               ---------          ----------------
Class A Common Stock,     3,000,000(2) shares            $.75                $2,250,000               $562.50
par value $.01 per share
2
 (1)  The proposed maximum aggregate offering price, estimated solely for the
      purpose of calculating the registration fee, has been computed pursuant to
      Rule 457(h) promulgated under the Securities Act and is based on the
      average of the high and low prices of Staff Builders, Inc.'s Class A
      Common Stock, par value $.01 per share (the "Common Stock"), on July 26,
      2001, as reported on the over-the-counter bulletin board.

(2)   Represents shares issuable under the Staff Builders, Inc. 2000 Stock
      Option Plan.

         PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document or documents containing the information specified in Part
I are not required to be filed by Staff Builders, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") as part of this Form S-8
Registration Statement (the "Registration Statement") pursuant to Rule 424 under
the Securities Act.

         PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents have been previously filed by the Company with
the Commission and are incorporated in this Registration Statement by reference:

                  (a) The Company's annual report on Form 10-K/A for the fiscal
year ended February 28, 2001, filed on June 28, 2001.

                  (b) All other reports of the Company filed pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the annual report
referenced in (a) above.

                  (c) The description of the Company's Class A Common Stock
contained in its Registration Statement on Form 8-A, as amended by Amendment No.
1 to the Registration Statement on Form 8-A of the Company, filed on October 24,
1995, which was declared effective on October 26, 1995, including any amendments
or reports filed for the purpose of updating that description.

         All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to such time as the Company files
a post-effective amendment to this Registration Statement indicating that all
securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Restated Certificate of Incorporation of the Company, as amended,
provides that (i) the Company shall, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law ("Section 145"), indemnify all
persons whom it may indemnify pursuant thereto and (ii) the personal liability
of the directors of the Company is eliminated to the fullest extent permitted by
Section 102(b)(7) of the Delaware General Corporation Law ("Section 102(b)(7)").
The Company has entered into separate indemnification agreements with certain of
its officers to the same effect.

         Section 145 permits the Company to indemnify any person who was or is a
party or is threatened to be made party to a threatened, pending or completed
administrative, investigative, civil or criminal action, suit or proceeding
(other than an action by or in the right of the registrant in question) by
reason of the fact that he is or was a director, officer, employee or agent of
the registrant, or is or was serving at the request of the registrant as a
director, officer, employee or agent of another company, partnership, joint
venture, trust or "Other Enterprise", against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement he actually and
reasonably incurred in connection with such an action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of such registrant (and, in the case of a criminal
action or proceeding, had no reason to believe his conduct was unlawful). In the
case of an action by or in the right of the Company, he may not be indemnified
in respect of any claim, issue or matter as to which he was adjudged liable to
the Company unless and only to the extent that the court determines that he is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

         Payment may be made in advance of the final disposition of any civil,
criminal, administrative or investigative action, suit or proceeding if the
officer or director agrees to repay to the Company such amount in the event it
is determined that he was not entitled to it. Indemnification against expenses
(including attorneys' fees) actually and reasonably incurred must be given under
Section 145 to the extent an officer, director, employee or agent is successful
in an action described above.

         In addition, Section 145 permits the Company to purchase and maintain
insurance on behalf of any officer, director, employee and agent of the Company
or any person serving at the request of the Company as an officer, director,
employee or agent of another corporation serving as described above whether or
not the Company would have the power to indemnify him under Section 145. The
Company maintains directors and officers liability insurance for all duly
elected or appointed officers and director so the Company.

         Section 102(b)(7) permits the Company to eliminate or limit the
personal liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company,
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
4

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The following exhibits are filed (except where otherwise indicated) as
part of this Registration Statement:
Exhibit No.                          Description
-----------                          -----------
3.1            Restated Certificate of Incorporation of the Company, filed July
               11, 1998. (A)

3.2            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed August 22, 1991. (B)

3.3            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed September 3, 1992. (A)

3.4            Certificate of Retirement of Stock of the Company, filed February
               28, 1994. (E)

3.5            Certificate of Retirement of Stock of the Company, filed June 3,
               1994. (A)

3.6            Certificate of Designation, Rights and Preferences of the Class A
               Preferred Stock of the Company, filed June 6, 1994. (A)

3.7            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed August 23, 1994. (A)

3.8            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed October 26, 1995. (C)

3.9            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed December 19, 1995. (D)

3.10           Amended and Restated By-Laws of the Company. (A)

4.1            Staff Builders, Inc. 2000 Employee Stock Option Plan.

5.1            Opinion of Bingham Dana LLP.

23.1           Consent of Deloitte & Touche, LLP to the incorporation by
               reference in this Registration Statement of their report on the
               financial statements included in the Company's annual report on
               Form 10-K for the fiscal year ended February 28, 2001.

23.2           Consent of Bingham Dana LLP (included in the opinion filed as
               Exhibit 5.1).
----------

See Note to Exhibits
5

                                NOTES TO EXHIBITS

(A)      Incorporated by reference to the Company's exhibit booklet to its Form
         10-K for the fiscal year ended February 28, 1995 (File No. 0-11380),
         filed with the Commission on May 5, 1995.

(B)      Incorporated by reference to the Company's Registration Statement on
         Form S-1 (File No. 33-43728), dated January 29, 1992.

(C)      Incorporated by reference to the Company's Form 8-K filed with the
         Commission on October 31, 1995.

(D)      Incorporated by reference to the Company's exhibit booklet to it Form
         10-K for the fiscal year ended February 28, 1996 (file No. 0-11380),
         filed with the Commission on May 13, 1996.

(E)      Incorporated by reference to the Company's exhibit booklet to its Form
         10-K for the fiscal year ended February 28, 1994, (File No. 0-11380),
         filed with the Commission on May 13, 1994.

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;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represents a fundamental
                  change in the information set forth in the 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) of this item do not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the registrant pursuant to Section 13 or Section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  Registration Statement.

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

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
6

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final
adjudication of such issue.
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Village of Lake Success, State of New York, on this 2nd
day of August, 2001.

                                      STAFF BUILDERS, INC.

                                      By:  /s/ Stephen Savitsky
                                           -------------------------------------
                                           Stephen Savitsky
                                           Chairman of the Board, President and
                                           Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                               Title                                       Date
/s/ Stephen Savitsky                    Chairman of the Board, President and        August 2, 2001
-------------------------------         Chief Executive Officer (Principal
Stephen Savitsky                        Executive Officer) and Director

/s/ Alan Levy                           Senior Vice President, Chief Financial      August 2, 2001
-------------------------------         Officer and Treasurer (Principal
Alan Levy                               Financial and Accounting Officer)

/s/ Bernard J. Firestone, Ph.D.         Director                                    August 2, 2001
-------------------------------
Bernard J. Firestone, Ph.D.

/s/ Jonathan J. Halpert                 Director                                    August 2, 2001
-------------------------------
Jonathan J. Halpert

/s/ Donald Meyers                       Director                                    August 2, 2001
-------------------------------
Donald Meyers
8

                                  EXHIBIT INDEX
EXHIBIT
NUMBER                           DESCRIPTION
-------                          -----------
3.1            Restated Certificate of Incorporation of the Company, filed July
               11, 1998. (A)

3.2            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed August 22, 1991. (B)

3.3            Certificate of Amendment to the Restated Certificate of
               Incorporation of the Company, filed September 3, 1992. (A)

3.4            Certificate of Retirement of Stock of the Company, filed February
               28, 1994. (E)

3.5            Certificate of Retirement of Stock of the Company, filed June 3,
               1994. (A)

3.6            Certificate of Designation, Rights and Preferences of the Class A
               Preferred Stock of the Company, filed June 6, 1994. (A)

3.7            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed August 23, 1994. (A)

3.8            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed October 26, 1995. (C)

3.9            Certificate of Amendment of Restated Certificate of Incorporation
               of the Company, filed December 19, 1995. (D)

3.10           Amended and Restated By-Laws of the Company. (A)

4.1            Staff Builders, Inc. 2000 Employee Stock Option Plan.

5.1            Opinion of Bingham Dana LLP.

23.1           Consent of Deloitte & Touche, LLP to the incorporation by
               reference in this Registration Statement of their report on the
               financial statements included in the Company's annual report on
               Form 10-K for the fiscal year ended February 28, 2001.

23.2           Consent of Bingham Dana LLP (included in the opinion filed as
               Exhibit 5.1).
----------
 See Notes to Exhibits
9

                                NOTES TO EXHIBITS

(A)      Incorporated by reference to the Company's exhibit booklet to its Form
         10-K for the fiscal year ended February 28, 1995 (File No. 0-11380),
         filed with the Commission on May 5, 1995.

(B)      Incorporated by reference to the Company's Registration Statement on
         Form S-1 (File No. 33-43728), dated January 29, 1992.

(C)      Incorporated by reference to the Company's Form 8-K filed with the
         Commission on October 31, 1995.

(D)      Incorporated by reference to the Company's exhibit booklet to it Form
         10-K for the fiscal year ended February 28, 1996 (file No. 0-11380),
         filed with the Commission on May 13, 1996.

(E)      Incorporated by reference to the Company's exhibit booklet to its Form
         10-K for the fiscal year ended February 28, 1994, (File No. 0-11380),
         filed with the Commission on May 13, 1994.