<PAGE>

    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)
--------------------------------------------------------------------------------

                               59-3116655 Florida
      (I.R.S. Employer Identification No.) (State or other jurisdiction of
                                             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
                             1995 STOCK OPTION 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
                                 (904) 354-8000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

---------------------------------------- --------------------- -------------- --------------------- ----------------
<S>                                          <C>                 <C>             <C>                 <C>
          Title of Securities                   Amount           Proposed           Proposed           Amount of
           to be registered                     to be             maximum           maximum          registration
                                            registered(1)        offering          aggregate              fee
                                                                   price       offering price(2)
                                                               per Share(2)
---------------------------------------- --------------------- -------------- --------------------- ----------------
---------------------------------------- --------------------- -------------- --------------------- ================

Common Stock $.01 par value per
share(3)                                      3,000,000           $34.38          $103,140,000        $30,426.30
---------------------------------------- --------------------- -------------- --------------------- ================
<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 1995 Stock Option 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>




<PAGE>
                                


                                     PART I

              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.

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

<PAGE>
                                      II-1

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.

     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

                                      II-2
<PAGE>


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.

     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-3
<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-4

<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
Michael D. Abney                    (principal financial officer)




                     (Signatures continue on following page)

                                      II-5

<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-6

<PAGE>



     The Plan. Pursuant to the requirements of the Securities Act, the AccuStaff
Incorporated 1995 Stock Option 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
                                       1995 STOCK OPTION PLAN

                                       1995 STOCK OPTION PLAN COMMITTEE
                                       (Plan Administrator)

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


                                      II-7

<PAGE>




                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

<TABLE>
<CAPTION>

Exhibit Number                              Description

<S>               <C>

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 1995 Stock Option 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)

</TABLE>
                                      II-8
[{"type": "S-8", "sequence": "1", "description": "1995 STOCK OPTION PLAN", "secsgml_size_bytes": 25515}]
{"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": "333-49495", "film-number": "98588357"}, "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)
--------------------------------------------------------------------------------

                               59-3116655 Florida
      (I.R.S. Employer Identification No.) (State or other jurisdiction of
                                             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
                             1995 STOCK OPTION 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
                                 (904) 354-8000
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

---------------------------------------- --------------------- -------------- --------------------- ----------------
Title of Securities                   Amount           Proposed           Proposed           Amount of
           to be registered                     to be             maximum           maximum          registration
                                            registered(1)        offering          aggregate              fee
                                                                   price       offering price(2)
                                                               per Share(2)
---------------------------------------- --------------------- -------------- --------------------- ----------------
---------------------------------------- --------------------- -------------- --------------------- ================

Common Stock $.01 par value per
share(3)                                      3,000,000           $34.38          $103,140,000        $30,426.30
---------------------------------------- --------------------- -------------- --------------------- ================
(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 1995 Stock Option 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.
PART I

              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.

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
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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.

     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

                                      II-2
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.

     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-3
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-4
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
Michael D. Abney                    (principal financial officer)

                     (Signatures continue on following page)

                                      II-5
/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-6
The Plan. Pursuant to the requirements of the Securities Act, the AccuStaff
Incorporated 1995 Stock Option 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
                                       1995 STOCK OPTION PLAN

                                       1995 STOCK OPTION PLAN COMMITTEE
                                       (Plan Administrator)

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

                                      II-7
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 1995 Stock Option 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-8