content: SECURITIES AND EXCHANGE COMMISSION
                      Washington,  D.C.  20549
  
                                _____
  
  
                              FORM 8-K
  
  
                           CURRENT REPORT
               PURSUANT TO SECTION 13 OR 15 (d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
  
  
                         OCTOBER 29, 1998                  
          Date of Report (Date of earliest event reported)
  
                                  
  
                        STAFF BUILDERS, INC.                 
       (Exact name of Registrant as Specified in its Charter)
  
  
  
           DELAWARE                     0-11380            11-2650500    
  (State or other jurisdiction   (Commission File No.)    (IRS Employer
             of incorporation)                              Identification No.)
  
  
    1983 MARCUS AVENUE,  LAKE SUCCESS,  NEW YORK            11042  
       (Address of Principal Executive Offices)          (Zip Code)
  
  
                                 (516) 358-1000                  
             (Registrant's telephone number, including area code)
  
  
                                  NOT APPLICABLE                            
    (Former Name or Former Address, if Changed Since Last Report) (Zip Code)
  <PAGE>
  Item 5.   Other Events
  
            After receiving stockholder approval of the transaction at the
  Annual Meeting of Stockholders held on October 14, 1998, Staff Builders, Inc.
  (the "Company") issued a total of 4,269,820 shares of Class A Common Stock,
  $.01 par value per share, to Stephen Savitsky and David Savitsky in exchange
  for a total of 666 2/3 shares of Class A Preferred Stock, $1.00 par value per
  share, held by Messrs. Savitsky which represented all of the Company's issued
  and outstanding Class A Preferred Stock.  Messrs. Savitsky also converted all
  of their 720,275 shares of Class B Common Stock, $.01 par value per share,
  into an equal number of shares of Class A Common Stock.
  
  At the Annual Meeting of Stockholders, stockholders also approved the
  Company's 1998 Stock Option Plan under which options to purchase up to
  2,000,000 shares of Class A Common Stock may be granted and the Company's
  1998 Employee Stock Purchase Plan under which employees may purchase up to
  1,000,000 shares of Class A Common Stock at a 10% discount through payroll
  deductions.
  
  The Company has reported block purchases of approximately 3.3 million shares
  of common stock in three separate transactions occurring on October 15 and
  16, 1998.  In February of this year, the Company announced that its Board of
  Directors authorized a stock repurchase program pursuant to which the Company
  may buy back up to $10 million of its common stock.  Since February, the
  Company has repurchased approximately 5.1 million shares of common stock. 
  The Company currently has 23,422,249 shares of Class A and Class B Common
  Stock outstanding.
  
                                       <PAGE>
  
  
            Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                     STAFF BUILDERS, INC.
  
  
  
  Dated: October 29, 1998       by:    /s/ Dale R. Clift
                                     ------------------------
                                     Name:  Dale R. Clift
                                     Title: Executive Vice President
                                            Finance and 
                                            Chief Financial Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3497}]
metadata_filer: {"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": "8-K", "act": "34", "file-number": "000-11380", "film-number": "98732767"}, "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"}}
text: SECURITIES AND EXCHANGE COMMISSION
                      Washington,  D.C.  20549
  
                                _____
  
                              FORM 8-K
  
                           CURRENT REPORT
               PURSUANT TO SECTION 13 OR 15 (d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
  
                         OCTOBER 29, 1998                  
          Date of Report (Date of earliest event reported)
  
                                  
  
                        STAFF BUILDERS, INC.                 
       (Exact name of Registrant as Specified in its Charter)
  
           DELAWARE                     0-11380            11-2650500    
  (State or other jurisdiction   (Commission File No.)    (IRS Employer
             of incorporation)                              Identification No.)
  
    1983 MARCUS AVENUE,  LAKE SUCCESS,  NEW YORK            11042  
       (Address of Principal Executive Offices)          (Zip Code)
  
                                 (516) 358-1000                  
             (Registrant's telephone number, including area code)
  
                                  NOT APPLICABLE                            
    (Former Name or Former Address, if Changed Since Last Report) (Zip Code)
  Item 5.   Other Events
  
            After receiving stockholder approval of the transaction at the
  Annual Meeting of Stockholders held on October 14, 1998, Staff Builders, Inc.
  (the "Company") issued a total of 4,269,820 shares of Class A Common Stock,
  $.01 par value per share, to Stephen Savitsky and David Savitsky in exchange
  for a total of 666 2/3 shares of Class A Preferred Stock, $1.00 par value per
  share, held by Messrs. Savitsky which represented all of the Company's issued
  and outstanding Class A Preferred Stock.  Messrs. Savitsky also converted all
  of their 720,275 shares of Class B Common Stock, $.01 par value per share,
  into an equal number of shares of Class A Common Stock.
  
  At the Annual Meeting of Stockholders, stockholders also approved the
  Company's 1998 Stock Option Plan under which options to purchase up to
  2,000,000 shares of Class A Common Stock may be granted and the Company's
  1998 Employee Stock Purchase Plan under which employees may purchase up to
  1,000,000 shares of Class A Common Stock at a 10% discount through payroll
  deductions.
  
  The Company has reported block purchases of approximately 3.3 million shares
  of common stock in three separate transactions occurring on October 15 and
  16, 1998.  In February of this year, the Company announced that its Board of
  Directors authorized a stock repurchase program pursuant to which the Company
  may buy back up to $10 million of its common stock.  Since February, the
  Company has repurchased approximately 5.1 million shares of common stock. 
  The Company currently has 23,422,249 shares of Class A and Class B Common
  Stock outstanding.
  Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                     STAFF BUILDERS, INC.
  
  Dated: October 29, 1998       by:    /s/ Dale R. Clift
                                     ------------------------
                                     Name:  Dale R. Clift
                                     Title: Executive Vice President
                                            Finance and 
                                            Chief Financial Officer