As filed with the Securities and Exchange Commission on April 6, 1998.
                          Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             ACCUSTAFF INCORPORATED
               (Exact name of registrant as specified in charter)

                Florida                               59-3116655
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

                              One Independent Drive
                           Jacksonville, Florida 32202
                                  904-360-2000
                   (Address, including zip code, and telephone
                  number, including area code, of registrant's
                          principal executive offices)

                             ACCUSTAFF INCORPORATED
                              AMENDED AND RESTATED
                        NON-EMPLOYEE DIRECTOR STOCK PLAN
                            (Full title of the plan)

                               Marc M. Mayo, Esq.
                              Senior Vice President
                               and General Counsel
                              One Independent Drive
                           Jacksonville, Florida 32202
                                  904-360-2000
                       (Name, address, including zip code,
                      and telephone number, including area
                           code, of agent for service)
                             -----------------------

                                   Copies to:

                             Michael B. Kirwan, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                           50 N. Laura St., Suite 2800
                           Jacksonville, Florida 32202

                             -----------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                                        <C>                 <C>                <C>                    <C>

                                                                   Proposed             Proposed
                                                Amount              maximum             maximum            Amount of
Title of Securities                             to be           offering price         aggregate          registration
to be registered                             registered(1)        per Share(2)      offering price(2)          fee
--------------------------------------- ----------------------  ---------------  ---------------------- ----------------
Common Stock $.01 par value per              
share(3)                                      1,000,000             $34.38            $34,380,000          $10,142.10          
======================================= ======================  ===============  ====================== ================
<FN>

(1) This  Registration  Statement also includes any  additional  shares that may
hereafter become issuable as a result of the antidilution
adjustment  provisions  of the  Registrant's  Amended and Restated  Non-Employee
Director Stock Plan (the "Plan").
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h).
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this  Registration
Statement also covers an indeterminate amount of interests in the Plan.
-------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>








              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information  required by Part I to be  contained  in the Section  10(a)
prospectus is omitted from the  Registration  Statement in accordance  with Rule
428 under the Securities Act of 1933, as amended (the  "Securities Act of 1933")
and the Note to Part I of Form S-8.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant (File No. 0-24484) with
the Securities and Exchange  Commission are hereby  incorporated by reference in
this Registration Statement:

         (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1997; and

         (2) The  description  of Common  Stock  contained  in the  Registrant's
Registration  Statement on Form 8-A, filed under Section 12 of the Exchange Act,
including  all  amendments  or reports  filed for the purpose of  updating  such
description.

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

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

ITEM 4.       DESCRIPTION OF SECURITIES.  Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not Applicable.


                                      II-1

<PAGE>




ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 10 of the Bylaws of the Registrant  require the Registrant,  to the
fullest extent  permitted or required by the Florida  Business  Corporation  Act
(the "FBCA"), to (i) indemnify its directors against any and all liabilities and
(ii) advance any and all  reasonable  expenses,  incurred in any  proceeding  to
which any such  director  is a party or in which  such  director  is  deposed or
called to  testify as a witness  because  he or she is or was a director  of the
Registrant.

         The  Registrant's  Bylaws also provide that the Registrant may purchase
insurance on behalf of one or more of its directors, irrespective of whether the
Registrant would be obligated to indemnify or advance expenses to such director.
The Registrant has purchased insurance to protect directors, officers, employees
or other agents and the Registrant from any liability  asserted against them for
acts taken or omissions occurring in their capacities as such.

         Section  607.0850(1)  of the  Florida  Business  Corporation  Act  (the
"FBCA")  empowers a corporation to indemnify any person who was or is a party to
any proceeding  (other than an action by or in the right of the  corporation) by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the  corporation or is or was serving at the request of the corporation
as a  director,  officer,  employee  or  agent of the  corporation  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  liability  incurred  in  connection  with such  proceeding
(including any appeal  thereof) if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

         Section 607.0850(2) of the FBCA empowers a corporation to indemnify any
person  who  was or is a  party  to any  proceeding  by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted in any of the  capacities  set forth in the  preceding  paragraph,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors,  the estimated  expenses of litigating the proceeding
including appeals,  provided that the person acted under the standards set forth
in the preceding  paragraph.  However,  no  indemnification  may be made for any
claim,  issue or matter as to which such person is adjudged to be liable unless,
and only to the extent that, the court in which such proceeding was brought,  or
any other court of competent  jurisdiction,  determines upon  application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses that the court deems proper.

         Section 607.0850(3) of the FBCA provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any proceeding  referred to in  subsections  (1) and
(2) of Section 607.0850 or in the defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses actually and reasonably incurred
by him or her in connection therewith.


                                      II-2

<PAGE>



         Section 607.0850(4) provides that any indemnification under subsections
(1) and (2) of Section 607.0850,  unless determined by a court, shall be made by
the  corporation  only as authorized  in the specific case upon a  determination
that  indemnification of the director,  officer,  employee or agent is proper in
the circumstances  because he or she has met the applicable  standard of conduct
set forth in subsections (1) and (2) of Section 607.0850.
Such determination shall be made:

         (a) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such proceeding;

         (b) if such a quorum is not  obtainable,  or, even if obtainable,  by a
majority vote of a committee duly designated by the board of directors (in which
directors  who are parties  may  participate)  consisting  solely of two or more
directors not at the time parties to the proceeding;

         (c) by independent legal counsel:

           (1) selected by the board of directors as prescribed in paragraph (a)
or a committee selected as prescribed in paragraph (b); or

           (2) if no quorum of directors can be obtained under  paragraph (a) no
committee can be designated  under paragraph (b), by a majority vote of the full
board of directors (in which directors who are parties may participate); or

         (d) by the  shareholders by a majority vote of a quorum of shareholders
who were not parties to such  proceedings  or if no quorum is  obtainable,  by a
majority vote of shareholders who were not parties to such proceeding.

         Expenses  incurred  by a director  or officer in  defending  a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition  thereof  upon  receipt  of an  undertaking  by or on behalf of such
director or officer to repay such  amount if it is  ultimately  determined  that
such  director  or officer is not  entitled  to  indemnification  under  Section
607.0850.

         Section  607.0850(7)  of  the  FBCA  states  that  indemnification  and
advancement  of expenses are not exclusive and empowers the  corporation to make
any other further  indemnification  or advancement of expenses of its directors,
officers,  employees or agents under any bylaw, agreement,  vote of shareholders
or disinterested directors or otherwise, for actions in an official capacity and
in other  capacities  while holding an office.  However,  a  corporation  cannot
indemnify  or  advance  expenses  if a  judgment  or  other  final  adjudication
establishes  that the actions of the  director,  officer,  employee or agent (a)
violated  criminal  law,  unless the  director,  officer,  employee or agent had
reasonable  cause to believe his or her conduct was lawful or had no  reasonable
cause to believe  his or her  conduct  was  unlawful,  (b)  derived an  improper
personal  benefit  from  such  transaction,  (c)  was  or  is  a  director  in a
circumstance where the liability under Section 607.0834 of the FBCA (relating to
unlawful  distributions)  applies,  or (d)  engages  in  willful  misconduct  or
conscious disregard for the best interests of the corporation in a proceeding by
or in right of the  corporation  to  procure  a  judgment  in its  favor or in a
proceeding by or in right of a shareholder.


                                      II-3

<PAGE>



         Section 607.0850(9) of the FBCA permits any director, officer, employee
or agent who is or was a party to a proceeding to apply for  indemnification  or
advancement  of  expenses  to  any  court  of  competent  jurisdiction.  Section
607.0850(12)  of the  FBCA  permits  a  corporation  to  purchase  and  maintain
insurance  for a  director,  officer,  employee or agent  against any  liability
incurred in his or her official  capacity or arising out of his or her status as
such regardless of the corporation's  power to indemnify him or her against such
liability under this section.

         According to Section 607.0831 of the FBCA, a director is not personally
liable  for  monetary  damages  to the  Registrant  or any other  person for any
statement,  vote, decision or failure to act, regarding corporate  management or
policy,  unless  the  director  breached  or failed to  perform  his duties as a
director  and the  director's  breach of, or failure  to  perform  those  duties
constitutes: (i) a violation of criminal law, unless the director had reasonable
cause to believe  his conduct was lawful or had no reason to believe his conduct
was  unlawful;  (ii) a  transaction  from which the  director  derived  improper
personal  benefit;  (iii) a violation  of Section  607.0834  of the FBCA,  which
concerns unlawful payment of dividends;  (iv) in a proceeding by or in the right
of the  corporation or a proceeding by or in the right of someone other than the
corporation  or a  stockholder,  recklessness  or an act or  omission  which was
committed  in bad  faith or with  malicious  purpose  or in a manner  exhibiting
wanton and willful disregard of human rights, safety or property.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.

ITEM 8.       EXHIBITS

           Exhibits  required to be filed with the  Registration  Statement  are
listed in the  following  Exhibit  Index.  Certain  of such  exhibits  that have
heretofore  been filed with the  Commission and that are designated by reference
to their  exhibit  number in prior  filings  are hereby  incorporated  herein by
reference and made a part hereof.

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,   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;


                                      II-4

<PAGE>



Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant to Section 13 or Section 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 being 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.

         (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 Section 15(d) of the
Securities  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  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (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  Registrant's   certificate  of
incorporation, bylaws, 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 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 Act and
will be governed by the final adjudication of such issue.


                                      II-5

<PAGE>



                                   SIGNATURES

         The Registrant.  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 City of Jacksonville,  State of
Florida, on December 9, 1997.

                                              ACCUSTAFF INCORPORATED
                                                   (Registrant)

                                           By:   /s/ Derek E. Dewan
                                               ---------------------------------
                                               Derek E. Dewan
                                               Chairman, President
                                               and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW BY ALL MEN BY THESE  PRESENT  that  each  person  whose  signature
appears below  constitutes  and appoints Derek E. Dewan and Michael D. Abney and
each of them  (with  full  power in each to act  alone),  as his true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto such  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or either of them, or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

         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 indicated on December 9, 1997.

Signature                                       Title

/s/ Derek E. Dewan               Chairman, President, Chief Executive Officer
-----------------------------    and Director (principal executive officer)
Derek E. Dewan


/s/ Michael D. Abney             Senior Vice President, Chief Financial Officer,
-----------------------------    Secretary, Treasurer and Director (principal
Michael D. Abney                 financial officer)

                     (Signatures continue on following page)


                                      II-6

<PAGE>





 /s/ Robert P. Crouch            Vice President and Controller (principal
----------------------------     accounting officer)
Robert P. Crouch


 /s/ John K. Anderson, Jr.       Director
-----------------------------
John K. Anderson, Jr.


 /s/ T. Wayne Davis              Director
-----------------------------
T. Wayne Davis


 /s/ Daniel M. Doyle             Director
-----------------------------
Daniel M. Doyle


 /s/ Peter J. Tanous             Director
-----------------------------
Peter J. Tanous


                                      II-7

<PAGE>




         The Plan.  Pursuant to the  requirements  of the  Securities  Act,  the
AccuStaff  Incorporated  Non-Employee  Director  Stock Plan has duly caused this
Registration  Statement  to be signed  on its  behalf  by the  undersigned  plan
administrator,  thereunto duly authorized, in the City of Jacksonville, State of
Florida, on December 9, 1997.

                                       ACCUSTAFF INCORPORATED
                                       NON-EMPLOYEE DIRECTOR STOCK PLAN

                                       THE BOARD OF DIRECTORS
                                       (Plan Administrator)

                                       By: /s/ Robert P. Crouch

                                       -----------------------------
                                       Name: Robert P. Crouch
                                       Title:  Vice President and
                                       Controller



                                      II-8

<PAGE>




                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8


Exhibit Number                                       Description


4.1        Certificate  of   Incorporation,   as  amended,   of  the  Registrant
           (incorporated by reference to Exhibit 3.1 to the Registrant's  Annual
           Report on Form 10-K for the year ended December 31, 1995)

4.2        Bylaws,  as  amended,  of  the  Registrant  (incorporated  herein  by
           reference to Exhibit 3.2 to the  Registrant's  Annual  Report on Form
           10-K for the year ended December 31, 1996)

4.3        Accustaff Incorporated Amended and Restated Non-Employee Director
           Stock Plan

5.1        Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

23.1       Consent of Coopers & Lybrand L.L.P.

23.2       Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in
           Exhibit 5.1)

24.1       Power of Attorney  (included on signature  page of this  Registration
           Statement)







                                      II-9
[{"type": "S-8", "sequence": "1", "description": "NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN", "secsgml_size_bytes": 25006}]
{"company-data": {"conformed-name": "ACCUSTAFF INC", "cik": "0000924646", "assigned-sic": "7363", "irs-number": "593116655", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49493", "film-number": "98588352"}, "business-address": {"street1": "1 INDEPENDENT DR", "city": "JACKSONVILLE", "state": "FL", "zip": "32202", "phone": "9043602871"}, "mail-address": {"street1": "1 INDEPENDENT DR", "city": "JACKSONVILLE", "state": "FL", "zip": "32202"}}
As filed with the Securities and Exchange Commission on April 6, 1998.
                          Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             ACCUSTAFF INCORPORATED
               (Exact name of registrant as specified in charter)

                Florida                               59-3116655
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

                              One Independent Drive
                           Jacksonville, Florida 32202
                                  904-360-2000
                   (Address, including zip code, and telephone
                  number, including area code, of registrant's
                          principal executive offices)

                             ACCUSTAFF INCORPORATED
                              AMENDED AND RESTATED
                        NON-EMPLOYEE DIRECTOR STOCK PLAN
                            (Full title of the plan)

                               Marc M. Mayo, Esq.
                              Senior Vice President
                               and General Counsel
                              One Independent Drive
                           Jacksonville, Florida 32202
                                  904-360-2000
                       (Name, address, including zip code,
                      and telephone number, including area
                           code, of agent for service)
                             -----------------------

                                   Copies to:

                             Michael B. Kirwan, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                           50 N. Laura St., Suite 2800
                           Jacksonville, Florida 32202

                             -----------------------
CALCULATION OF REGISTRATION FEE
Proposed             Proposed
                                                Amount              maximum             maximum            Amount of
Title of Securities                             to be           offering price         aggregate          registration
to be registered                             registered(1)        per Share(2)      offering price(2)          fee
--------------------------------------- ----------------------  ---------------  ---------------------- ----------------
Common Stock $.01 par value per              
share(3)                                      1,000,000             $34.38            $34,380,000          $10,142.10          
======================================= ======================  ===============  ====================== ================
(1) This  Registration  Statement also includes any  additional  shares that may
hereafter become issuable as a result of the antidilution
adjustment  provisions  of the  Registrant's  Amended and Restated  Non-Employee
Director Stock Plan (the "Plan").
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h).
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this  Registration
Statement also covers an indeterminate amount of interests in the Plan.
-------------------------------------------------------------------------------------------------------------------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information  required by Part I to be  contained  in the Section  10(a)
prospectus is omitted from the  Registration  Statement in accordance  with Rule
428 under the Securities Act of 1933, as amended (the  "Securities Act of 1933")
and the Note to Part I of Form S-8.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant (File No. 0-24484) with
the Securities and Exchange  Commission are hereby  incorporated by reference in
this Registration Statement:

         (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1997; and

         (2) The  description  of Common  Stock  contained  in the  Registrant's
Registration  Statement on Form 8-A, filed under Section 12 of the Exchange Act,
including  all  amendments  or reports  filed for the purpose of  updating  such
description.

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

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

ITEM 4.       DESCRIPTION OF SECURITIES.  Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not Applicable.

                                      II-1
ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 10 of the Bylaws of the Registrant  require the Registrant,  to the
fullest extent  permitted or required by the Florida  Business  Corporation  Act
(the "FBCA"), to (i) indemnify its directors against any and all liabilities and
(ii) advance any and all  reasonable  expenses,  incurred in any  proceeding  to
which any such  director  is a party or in which  such  director  is  deposed or
called to  testify as a witness  because  he or she is or was a director  of the
Registrant.

         The  Registrant's  Bylaws also provide that the Registrant may purchase
insurance on behalf of one or more of its directors, irrespective of whether the
Registrant would be obligated to indemnify or advance expenses to such director.
The Registrant has purchased insurance to protect directors, officers, employees
or other agents and the Registrant from any liability  asserted against them for
acts taken or omissions occurring in their capacities as such.

         Section  607.0850(1)  of the  Florida  Business  Corporation  Act  (the
"FBCA")  empowers a corporation to indemnify any person who was or is a party to
any proceeding  (other than an action by or in the right of the  corporation) by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the  corporation or is or was serving at the request of the corporation
as a  director,  officer,  employee  or  agent of the  corporation  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  liability  incurred  in  connection  with such  proceeding
(including any appeal  thereof) if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

         Section 607.0850(2) of the FBCA empowers a corporation to indemnify any
person  who  was or is a  party  to any  proceeding  by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted in any of the  capacities  set forth in the  preceding  paragraph,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors,  the estimated  expenses of litigating the proceeding
including appeals,  provided that the person acted under the standards set forth
in the preceding  paragraph.  However,  no  indemnification  may be made for any
claim,  issue or matter as to which such person is adjudged to be liable unless,
and only to the extent that, the court in which such proceeding was brought,  or
any other court of competent  jurisdiction,  determines upon  application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses that the court deems proper.

         Section 607.0850(3) of the FBCA provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any proceeding  referred to in  subsections  (1) and
(2) of Section 607.0850 or in the defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses actually and reasonably incurred
by him or her in connection therewith.

                                      II-2
Section 607.0850(4) provides that any indemnification under subsections
(1) and (2) of Section 607.0850,  unless determined by a court, shall be made by
the  corporation  only as authorized  in the specific case upon a  determination
that  indemnification of the director,  officer,  employee or agent is proper in
the circumstances  because he or she has met the applicable  standard of conduct
set forth in subsections (1) and (2) of Section 607.0850.
Such determination shall be made:

         (a) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such proceeding;

         (b) if such a quorum is not  obtainable,  or, even if obtainable,  by a
majority vote of a committee duly designated by the board of directors (in which
directors  who are parties  may  participate)  consisting  solely of two or more
directors not at the time parties to the proceeding;

         (c) by independent legal counsel:

           (1) selected by the board of directors as prescribed in paragraph (a)
or a committee selected as prescribed in paragraph (b); or

           (2) if no quorum of directors can be obtained under  paragraph (a) no
committee can be designated  under paragraph (b), by a majority vote of the full
board of directors (in which directors who are parties may participate); or

         (d) by the  shareholders by a majority vote of a quorum of shareholders
who were not parties to such  proceedings  or if no quorum is  obtainable,  by a
majority vote of shareholders who were not parties to such proceeding.

         Expenses  incurred  by a director  or officer in  defending  a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition  thereof  upon  receipt  of an  undertaking  by or on behalf of such
director or officer to repay such  amount if it is  ultimately  determined  that
such  director  or officer is not  entitled  to  indemnification  under  Section
607.0850.

         Section  607.0850(7)  of  the  FBCA  states  that  indemnification  and
advancement  of expenses are not exclusive and empowers the  corporation to make
any other further  indemnification  or advancement of expenses of its directors,
officers,  employees or agents under any bylaw, agreement,  vote of shareholders
or disinterested directors or otherwise, for actions in an official capacity and
in other  capacities  while holding an office.  However,  a  corporation  cannot
indemnify  or  advance  expenses  if a  judgment  or  other  final  adjudication
establishes  that the actions of the  director,  officer,  employee or agent (a)
violated  criminal  law,  unless the  director,  officer,  employee or agent had
reasonable  cause to believe his or her conduct was lawful or had no  reasonable
cause to believe  his or her  conduct  was  unlawful,  (b)  derived an  improper
personal  benefit  from  such  transaction,  (c)  was  or  is  a  director  in a
circumstance where the liability under Section 607.0834 of the FBCA (relating to
unlawful  distributions)  applies,  or (d)  engages  in  willful  misconduct  or
conscious disregard for the best interests of the corporation in a proceeding by
or in right of the  corporation  to  procure  a  judgment  in its  favor or in a
proceeding by or in right of a shareholder.

                                      II-3
Section 607.0850(9) of the FBCA permits any director, officer, employee
or agent who is or was a party to a proceeding to apply for  indemnification  or
advancement  of  expenses  to  any  court  of  competent  jurisdiction.  Section
607.0850(12)  of the  FBCA  permits  a  corporation  to  purchase  and  maintain
insurance  for a  director,  officer,  employee or agent  against any  liability
incurred in his or her official  capacity or arising out of his or her status as
such regardless of the corporation's  power to indemnify him or her against such
liability under this section.

         According to Section 607.0831 of the FBCA, a director is not personally
liable  for  monetary  damages  to the  Registrant  or any other  person for any
statement,  vote, decision or failure to act, regarding corporate  management or
policy,  unless  the  director  breached  or failed to  perform  his duties as a
director  and the  director's  breach of, or failure  to  perform  those  duties
constitutes: (i) a violation of criminal law, unless the director had reasonable
cause to believe  his conduct was lawful or had no reason to believe his conduct
was  unlawful;  (ii) a  transaction  from which the  director  derived  improper
personal  benefit;  (iii) a violation  of Section  607.0834  of the FBCA,  which
concerns unlawful payment of dividends;  (iv) in a proceeding by or in the right
of the  corporation or a proceeding by or in the right of someone other than the
corporation  or a  stockholder,  recklessness  or an act or  omission  which was
committed  in bad  faith or with  malicious  purpose  or in a manner  exhibiting
wanton and willful disregard of human rights, safety or property.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.

ITEM 8.       EXHIBITS

           Exhibits  required to be filed with the  Registration  Statement  are
listed in the  following  Exhibit  Index.  Certain  of such  exhibits  that have
heretofore  been filed with the  Commission and that are designated by reference
to their  exhibit  number in prior  filings  are hereby  incorporated  herein by
reference and made a part hereof.

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,   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;

                                      II-4
Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant to Section 13 or Section 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 being 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.

         (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 Section 15(d) of the
Securities  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  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (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  Registrant's   certificate  of
incorporation, bylaws, 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 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 Act and
will be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

         The Registrant.  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 City of Jacksonville,  State of
Florida, on December 9, 1997.

                                              ACCUSTAFF INCORPORATED
                                                   (Registrant)

                                           By:   /s/ Derek E. Dewan
                                               ---------------------------------
                                               Derek E. Dewan
                                               Chairman, President
                                               and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW BY ALL MEN BY THESE  PRESENT  that  each  person  whose  signature
appears below  constitutes  and appoints Derek E. Dewan and Michael D. Abney and
each of them  (with  full  power in each to act  alone),  as his true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto such  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or either of them, or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

         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 indicated on December 9, 1997.

Signature                                       Title

/s/ Derek E. Dewan               Chairman, President, Chief Executive Officer
-----------------------------    and Director (principal executive officer)
Derek E. Dewan

/s/ Michael D. Abney             Senior Vice President, Chief Financial Officer,
-----------------------------    Secretary, Treasurer and Director (principal
Michael D. Abney                 financial officer)

                     (Signatures continue on following page)

                                      II-6
/s/ Robert P. Crouch            Vice President and Controller (principal
----------------------------     accounting officer)
Robert P. Crouch

 /s/ John K. Anderson, Jr.       Director
-----------------------------
John K. Anderson, Jr.

 /s/ T. Wayne Davis              Director
-----------------------------
T. Wayne Davis

 /s/ Daniel M. Doyle             Director
-----------------------------
Daniel M. Doyle

 /s/ Peter J. Tanous             Director
-----------------------------
Peter J. Tanous

                                      II-7
The Plan.  Pursuant to the  requirements  of the  Securities  Act,  the
AccuStaff  Incorporated  Non-Employee  Director  Stock Plan has duly caused this
Registration  Statement  to be signed  on its  behalf  by the  undersigned  plan
administrator,  thereunto duly authorized, in the City of Jacksonville, State of
Florida, on December 9, 1997.

                                       ACCUSTAFF INCORPORATED
                                       NON-EMPLOYEE DIRECTOR STOCK PLAN

                                       THE BOARD OF DIRECTORS
                                       (Plan Administrator)

                                       By: /s/ Robert P. Crouch

                                       -----------------------------
                                       Name: Robert P. Crouch
                                       Title:  Vice President and
                                       Controller

                                      II-8
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

Exhibit Number                                       Description

4.1        Certificate  of   Incorporation,   as  amended,   of  the  Registrant
           (incorporated by reference to Exhibit 3.1 to the Registrant's  Annual
           Report on Form 10-K for the year ended December 31, 1995)

4.2        Bylaws,  as  amended,  of  the  Registrant  (incorporated  herein  by
           reference to Exhibit 3.2 to the  Registrant's  Annual  Report on Form
           10-K for the year ended December 31, 1996)

4.3        Accustaff Incorporated Amended and Restated Non-Employee Director
           Stock Plan

5.1        Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

23.1       Consent of Coopers & Lybrand L.L.P.

23.2       Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in
           Exhibit 5.1)

24.1       Power of Attorney  (included on signature  page of this  Registration
           Statement)

                                      II-9