<Page>

 As filed with the Securities and Exchange Commission on December 10, 2001
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               CROSS COUNTRY, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                       13-4066229
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                              Number)

                        6551 PARK OF COMMERCE BLVD, N.W.
                                    SUITE 200
                              BOCA RATON, FL 33487
               (Address of principal executive offices) (Zip code)

         CROSS COUNTRY, INC. AMENDED AND RESTATED 1999 STOCK OPTION PLAN
       CROSS COUNTRY, INC. AMENDED AND RESTATED EQUITY PARTICIPATION PLAN
                            (Full title of the plan)

                                JOSEPH A. BOSHART
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               CROSS COUNTRY, INC.
                        6551 PARK OF COMMERCE BLVD, N.W.
                                    SUITE 200
                              BOCA RATON, FL 33487
                                 (561) 998-2232
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                        COPIES OF ALL COMMUNICATIONS TO:
                             STEPHEN W. RUBIN, ESQ.
                               PROSKAUER ROSE LLP
                                  1585 BROADWAY
                            NEW YORK, NEW YORK 10036
                                 (212) 969-3000

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

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

<Page>



                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
                                    Proposed
                                                      maximum           Proposed maximum
  Title of securities to be      Amount to be     offering price       aggregate offering            Amount of
         registered             registered (1)     per share(2)             price (2)            Registration Fee
-----------------------------  ----------------  -----------------  -------------------------  ---------------------
<S>                               <C>                 <C>                <C>                        <C>
Common Stock, par                 4,398,001           $26.12             $114,875,786.12            $27,455.31
value $.0001 per share
-----------------------------  ----------------  -----------------  -------------------------  ---------------------
</Table>


         (1)      The maximum number of shares as to which awards may be granted
                  under the Cross Country, Inc. Amended and Restated 1999 Stock
                  Option Plan (the "Stock Option Plan") is 2,145,515 and the
                  maximum number of shares as to which awards may be granted
                  under the Cross Country, Inc. Amended and Restated Equity
                  Participation Plan (the "Equity Participation Plan," and
                  together with the Stock Option Plan, the "Plans") is
                  2,252,486. Pursuant to Rule 416 of the Securities Act of 1933,
                  as amended (the "Securities Act"), this Registration Statement
                  also registers such additional indeterminate number of shares
                  of Common Stock as may be offered or issued to adjust for any
                  stock splits, stock dividends or similar transactions, as
                  provided for by the Plans.

         (2)      Computed pursuant to Rule 457(c) and (h) promulgated under the
                  Securities Act and is the product of multiplying the number of
                  shares as to which options may be granted under the Plans by
                  $26.12, which is the average of the high and low price of the
                  Registrant's Common Stock reported on the Nasdaq National
                  Market on December 4, 2001. The price stated is estimated
                  solely for the purpose of calculating the Registration Fee.

<Page>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

The Section 10(a) prospectuses for the Stock Option Plan and the Equity
Participation Plan are not being filed with the Securities and Exchange
Commission (the "Commission") as a part of this Registration Statement.


                                       I-1


<Page>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Cross Country, Inc., a Delaware corporation (the "Company" or the
"Registrant"), is registering herewith 2,145,515 shares of its common stock, par
value $.0001 per share (the "Common Stock"), which are issuable pursuant to the
Stock Option Plan, and 2,252,486 shares of Common Stock, which are issuable
pursuant to the Equity Participation Plan.

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by the Company are
incorporated herein by reference:

                  (a) The Company's prospectus, filed with the Commission on
         October 25, 2001 pursuant to Rule 424(b) under the Securities Act;

                  (b) The Company's Quarterly Report on Form 10-Q for the period
         ended September 30, 2001, filed with the Commission on November 16,
         2001; and

                  (c) The description of the Company's Common Stock, par value
         $.0001 per share, contained in the Company's Registration Statement on
         Form 8-A (No. 000-33169), filed with the Commission on September 19,
         2001, including any amendment or report filed for the purpose of
         updating such description.

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

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of the shares of Common Stock offered
hereby has been passed upon by Proskauer Rose LLP, 1585 Broadway, New York, New
York 10036. Stephen W. Rubin, Esq., a member of Proskauer Rose LLP, owns 500
shares of Common Stock of the Company.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the General Corporation Law of Delaware allows a
corporation to limit a director's personal liability to the corporation or its
stockholders from monetary damages for breach of fiduciary duty as a director,
with certain exceptions. The Company's Certificate of Incorporation, as amended,
provides such limitation to the fullest extent permitted by the General
Corporation Law of Delaware.


                                      II-2


<Page>



         Section 145 of the General Corporation Law of Delaware permits a
corporation, subject to the standards set forth therein, to indemnify any person
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving as such with respect to another
entity at the request of the corporation. The Company's Certificate of
Incorporation, as amended, and the Company's By-Laws, as amended, provide for
full indemnification of its directors and officers to the extent permitted by
Section 145.

         The Company's amended and restated certificate of incorporation limits
the liability of the Company's directors to the Company and its stockholders to
the fullest extent permitted by Delaware law. Specifically, the Company's
directors will not be personally liable for money damages for breach of
fiduciary duty as a director, except for liability

         o        for any breach of the director's duty of loyalty to the
                  Company or its stockholders;
         o        for acts or omissions not in good faith or which involve
                  intentional misconduct or a knowing violation of law;
         o        under Section 174 of the Delaware General Corporation Law,
                  which concerns unlawful payments of dividends, stock
                  purchases, or redemptions; and
         o        for any transaction from which the director derived an
                  improper personal benefit.

         The Company's amended and restated certificate of incorporation and
amended and restated by-laws will also contain provisions indemnifying the
Company's directors and officers to the fullest extent permitted by Delaware
law. The indemnification permitted under Delaware law is not exclusive of any
other rights to which such persons may be entitled.

         In addition, the Company maintains insurance on behalf of its directors
and officers insuring them against liabilities asserted against them in their
capacities as directors or officers or arising out of such status, except when
the Company has directly indemnified the directors and officers.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

         The documents listed hereunder are filed as exhibits hereto.

         EXHIBIT
         NUMBER            DOCUMENT

         4.1               Amended and Restated Certificate of Incorporation of
                           the Company (incorporated by reference to Exhibit 3.1
                           to the Company's Registration Statement on Form S-1
                           (Registration No. 333-64914))

         4.2               Amended and Restated By-laws of the Company
                           (incorporated by reference to Exhibit 3.2 to the
                           Company's Registration Statement on Form S-1
                           (Registration No. 333-64914))

         4.3               Amended and Restated 1999 Stock Option Plan of the
                           Company


                                      II-3


<Page>



         4.4               Amended and Restated Equity Participation Plan of the
                           Company

         *5.1              Opinion of Proskauer Rose LLP

         *23.1(a)          Consent of Ernst & Young LLP

         *23.1(b)          Consent of Ernst & Young LLP

         *23.1(c)          Consent of Ernst & Young LLP

         *23.1(d)          Consent of Ernst & Young LLP

         *23.2             Consent of Pricewaterhouse Coopers LLP

         *23.3             Consent of Deloitte & Touche LLP

         *23.4             Consent of Proskauer Rose LLP (included in
                           Exhibit 5.1))

         *24.1             Power of Attorney (included on Signature Page)

*Filed herewith.

         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 the 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 the
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20 percent change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective registration
                  statement.

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


                                      II-4


<Page>



PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, each such
                  post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, 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

         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 Boca Raton, State of Florida, on December 10,
2001.

                                     By      /s/ Joseph A. Boshart
                                        ----------------------------------------
                                        Joseph A. Boshart

                                        President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Joseph A. Boshart his true and lawful attorney-in-fact
and agent, with full power of substitution, and resubstitution, to act, without
the other, for him and in his name, place and stead, in any and all capacities,
to sign a Registration Statement on Form S-8 of Cross Country, Inc. and any or
all amendments (including post-effective amendments) thereto, relating to the
registration, under the Securities Act of 1933, as amended, of shares of Common
Stock of the Company to be issued pursuant to the Company's Amended and Restated
1999 Stock Option Plan or the Company's Amended and Restated Equity
Participation Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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 full 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 any of them, their 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 below by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
Signatures                                  Title                                       Date

<S>                                         <C>                                         <C>
/s/ Joseph A. Boshart                       President; Chief Executive Officer;         December 10, 2001

    Joseph A. Boshart                       Director (Principal Executive Officer)


/s/ Emil Hensel                             Chief Financial Officer, Chief              December 10, 2001

    Emil Hensel                             Operating Officer and Director
                                            (Principal Financial Officer and
                                            Principal Accounting Officer)


/s/ Karen H. Bechtel                        Director                                    December 10, 2001

    Karen H. Bechtel


/s/ Bruce A. Cerullo                        Director                                    December 10, 2001

    Bruce A. Cerullo


                                      II-6


<Page>



/s/ Thomas C. Dircks                        Director                                    December 10, 2001

    Thomas C. Dircks


/s/ A. Lawrence Fagan                       Director                                    December 10, 2001

    A. Lawrence Fagan


/s/ M. Fazle Husain                         Director                                    December 10, 2001

    M. Fazle Husain
</Table>






                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "a2065682zs-8.txt", "description": "S-8", "secsgml_size_bytes": 21209}]
{"company-data": {"conformed-name": "CROSS COUNTRY INC", "cik": "0001141103", "assigned-sic": "7363", "irs-number": "134066229", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74862", "film-number": "1810491"}, "business-address": {"street1": "6551 PARK OF COMMERCE BLVD", "street2": "SUITE 200", "city": "BOCA RATON", "state": "FL", "zip": "33487", "phone": "8003472264"}, "mail-address": {"street1": "6551 PARK COMMERCE BLVD", "street2": "SUITE 200", "city": "BOCA RATON", "state": "FL", "zip": "33487"}}
As filed with the Securities and Exchange Commission on December 10, 2001
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               CROSS COUNTRY, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                       13-4066229
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                              Number)

                        6551 PARK OF COMMERCE BLVD, N.W.
                                    SUITE 200
                              BOCA RATON, FL 33487
               (Address of principal executive offices) (Zip code)

         CROSS COUNTRY, INC. AMENDED AND RESTATED 1999 STOCK OPTION PLAN
       CROSS COUNTRY, INC. AMENDED AND RESTATED EQUITY PARTICIPATION PLAN
                            (Full title of the plan)

                                JOSEPH A. BOSHART
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               CROSS COUNTRY, INC.
                        6551 PARK OF COMMERCE BLVD, N.W.
                                    SUITE 200
                              BOCA RATON, FL 33487
                                 (561) 998-2232
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                        COPIES OF ALL COMMUNICATIONS TO:
                             STEPHEN W. RUBIN, ESQ.
                               PROSKAUER ROSE LLP
                                  1585 BROADWAY
                            NEW YORK, NEW YORK 10036
                                 (212) 969-3000

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

================================================================================
CALCULATION OF REGISTRATION FEE
Proposed
                                                      maximum           Proposed maximum
  Title of securities to be      Amount to be     offering price       aggregate offering            Amount of
         registered             registered (1)     per share(2)             price (2)            Registration Fee
-----------------------------  ----------------  -----------------  -------------------------  ---------------------
Common Stock, par                 4,398,001           $26.12             $114,875,786.12            $27,455.31
value $.0001 per share
-----------------------------  ----------------  -----------------  -------------------------  ---------------------
(1)      The maximum number of shares as to which awards may be granted
                  under the Cross Country, Inc. Amended and Restated 1999 Stock
                  Option Plan (the "Stock Option Plan") is 2,145,515 and the
                  maximum number of shares as to which awards may be granted
                  under the Cross Country, Inc. Amended and Restated Equity
                  Participation Plan (the "Equity Participation Plan," and
                  together with the Stock Option Plan, the "Plans") is
                  2,252,486. Pursuant to Rule 416 of the Securities Act of 1933,
                  as amended (the "Securities Act"), this Registration Statement
                  also registers such additional indeterminate number of shares
                  of Common Stock as may be offered or issued to adjust for any
                  stock splits, stock dividends or similar transactions, as
                  provided for by the Plans.

         (2)      Computed pursuant to Rule 457(c) and (h) promulgated under the
                  Securities Act and is the product of multiplying the number of
                  shares as to which options may be granted under the Plans by
                  $26.12, which is the average of the high and low price of the
                  Registrant's Common Stock reported on the Nasdaq National
                  Market on December 4, 2001. The price stated is estimated
                  solely for the purpose of calculating the Registration Fee.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

The Section 10(a) prospectuses for the Stock Option Plan and the Equity
Participation Plan are not being filed with the Securities and Exchange
Commission (the "Commission") as a part of this Registration Statement.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Cross Country, Inc., a Delaware corporation (the "Company" or the
"Registrant"), is registering herewith 2,145,515 shares of its common stock, par
value $.0001 per share (the "Common Stock"), which are issuable pursuant to the
Stock Option Plan, and 2,252,486 shares of Common Stock, which are issuable
pursuant to the Equity Participation Plan.

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by the Company are
incorporated herein by reference:

                  (a) The Company's prospectus, filed with the Commission on
         October 25, 2001 pursuant to Rule 424(b) under the Securities Act;

                  (b) The Company's Quarterly Report on Form 10-Q for the period
         ended September 30, 2001, filed with the Commission on November 16,
         2001; and

                  (c) The description of the Company's Common Stock, par value
         $.0001 per share, contained in the Company's Registration Statement on
         Form 8-A (No. 000-33169), filed with the Commission on September 19,
         2001, including any amendment or report filed for the purpose of
         updating such description.

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

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of the shares of Common Stock offered
hereby has been passed upon by Proskauer Rose LLP, 1585 Broadway, New York, New
York 10036. Stephen W. Rubin, Esq., a member of Proskauer Rose LLP, owns 500
shares of Common Stock of the Company.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the General Corporation Law of Delaware allows a
corporation to limit a director's personal liability to the corporation or its
stockholders from monetary damages for breach of fiduciary duty as a director,
with certain exceptions. The Company's Certificate of Incorporation, as amended,
provides such limitation to the fullest extent permitted by the General
Corporation Law of Delaware.

                                      II-2
Section 145 of the General Corporation Law of Delaware permits a
corporation, subject to the standards set forth therein, to indemnify any person
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving as such with respect to another
entity at the request of the corporation. The Company's Certificate of
Incorporation, as amended, and the Company's By-Laws, as amended, provide for
full indemnification of its directors and officers to the extent permitted by
Section 145.

         The Company's amended and restated certificate of incorporation limits
the liability of the Company's directors to the Company and its stockholders to
the fullest extent permitted by Delaware law. Specifically, the Company's
directors will not be personally liable for money damages for breach of
fiduciary duty as a director, except for liability

         o        for any breach of the director's duty of loyalty to the
                  Company or its stockholders;
         o        for acts or omissions not in good faith or which involve
                  intentional misconduct or a knowing violation of law;
         o        under Section 174 of the Delaware General Corporation Law,
                  which concerns unlawful payments of dividends, stock
                  purchases, or redemptions; and
         o        for any transaction from which the director derived an
                  improper personal benefit.

         The Company's amended and restated certificate of incorporation and
amended and restated by-laws will also contain provisions indemnifying the
Company's directors and officers to the fullest extent permitted by Delaware
law. The indemnification permitted under Delaware law is not exclusive of any
other rights to which such persons may be entitled.

         In addition, the Company maintains insurance on behalf of its directors
and officers insuring them against liabilities asserted against them in their
capacities as directors or officers or arising out of such status, except when
the Company has directly indemnified the directors and officers.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

         The documents listed hereunder are filed as exhibits hereto.

         EXHIBIT
         NUMBER            DOCUMENT

         4.1               Amended and Restated Certificate of Incorporation of
                           the Company (incorporated by reference to Exhibit 3.1
                           to the Company's Registration Statement on Form S-1
                           (Registration No. 333-64914))

         4.2               Amended and Restated By-laws of the Company
                           (incorporated by reference to Exhibit 3.2 to the
                           Company's Registration Statement on Form S-1
                           (Registration No. 333-64914))

         4.3               Amended and Restated 1999 Stock Option Plan of the
                           Company

                                      II-3
4.4               Amended and Restated Equity Participation Plan of the
                           Company

         *5.1              Opinion of Proskauer Rose LLP

         *23.1(a)          Consent of Ernst & Young LLP

         *23.1(b)          Consent of Ernst & Young LLP

         *23.1(c)          Consent of Ernst & Young LLP

         *23.1(d)          Consent of Ernst & Young LLP

         *23.2             Consent of Pricewaterhouse Coopers LLP

         *23.3             Consent of Deloitte & Touche LLP

         *23.4             Consent of Proskauer Rose LLP (included in
                           Exhibit 5.1))

         *24.1             Power of Attorney (included on Signature Page)

*Filed herewith.

         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 the 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 the
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20 percent change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective registration
                  statement.

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

                                      II-4
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, each such
                  post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, 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

         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 Boca Raton, State of Florida, on December 10,
2001.

                                     By      /s/ Joseph A. Boshart
                                        ----------------------------------------
                                        Joseph A. Boshart

                                        President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Joseph A. Boshart his true and lawful attorney-in-fact
and agent, with full power of substitution, and resubstitution, to act, without
the other, for him and in his name, place and stead, in any and all capacities,
to sign a Registration Statement on Form S-8 of Cross Country, Inc. and any or
all amendments (including post-effective amendments) thereto, relating to the
registration, under the Securities Act of 1933, as amended, of shares of Common
Stock of the Company to be issued pursuant to the Company's Amended and Restated
1999 Stock Option Plan or the Company's Amended and Restated Equity
Participation Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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 full 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 any of them, their 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 below by the following persons in the
capacities and on the dates indicated.
Signatures                                  Title                                       Date
/s/ Joseph A. Boshart                       President; Chief Executive Officer;         December 10, 2001

    Joseph A. Boshart                       Director (Principal Executive Officer)

/s/ Emil Hensel                             Chief Financial Officer, Chief              December 10, 2001

    Emil Hensel                             Operating Officer and Director
                                            (Principal Financial Officer and
                                            Principal Accounting Officer)

/s/ Karen H. Bechtel                        Director                                    December 10, 2001

    Karen H. Bechtel

/s/ Bruce A. Cerullo                        Director                                    December 10, 2001

    Bruce A. Cerullo

                                      II-6
/s/ Thomas C. Dircks                        Director                                    December 10, 2001

    Thomas C. Dircks

/s/ A. Lawrence Fagan                       Director                                    December 10, 2001

    A. Lawrence Fagan

/s/ M. Fazle Husain                         Director                                    December 10, 2001

    M. Fazle Husain
II-7