<PAGE>

     As filed with the Securities and Exchange Commission on June 29, 2001

                                            Registration No. 333-_______________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                              STAFF LEASING, INC.
              (Exact name of issuer as specified in its charter)

           FLORIDA                                         65-0735612

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

                       600 301 Boulevard West, Suite 202
                           Bradenton, Florida 34205
                   (Address of principal executive offices)

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

                              STAFF LEASING, INC.

                         EMPLOYEE STOCK PURCHASE PLAN

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

                              Gregory M. Nichols
          Senior Vice President, Human Resources and General Counsel
                              Staff Leasing, Inc.
                       600 301 Boulevard West, Suite 202
                           Bradenton, Florida 34205
                                (941) 748-4540
           (Name, address and telephone number of agent for service)

                                   COPY TO:

                            G. William Speer, Esq.
                    Powell, Goldstein, Frazer & Murphy LLP
                      191 Peachtree St., N.E., 16/th/ Floor
                            Atlanta, Georgia  30303
                                (404) 572-6722


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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                     Proposed               Proposed
                                                     Maximum                Maximum
                             Amount                  Offering               Aggregate            Amount of
Title of Securities          Being                   Price Per              Offering            Registration
 Being Registered         Registered(1)              Share(2)                Price                 Fee (2)
<S>                       <C>                        <C>                    <C>                 <C>

Common Stock
$.01 par value              350,000                  $3.785                 $1,324,750              $331.00
</TABLE>

(1)    This registration statement also covers such indeterminable number of
       additional shares as may become issuable to prevent dilution in the event
       of a stock split, stock dividend, reclassification or other similar
       transaction pursuant to the terms of the Plan.

(2)    This calculation is made pursuant to Rule 457(h) under the Securities Act
       1933, as amended, solely for the purpose of determining the amount of the
       registration fee and is based upon the average of the high and low prices
       of the registrant's Common Stock on June 28, 2001.

<PAGE>

                                    PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the items incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.


                                    PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents which have been filed with the Securities and
Exchange Commission are incorporated herein by reference as of their respective
dates and are a part hereof:

     (a)  The Annual Report on Form 10-K of Staff Leasing, Inc. (the "Company")
          for the year ended December 31, 2000;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2001;

     (c)  The description of the Common Stock contained in the Company's
          Registration Statement on Form 8-A filed June 13, 1997 and in any
          amendment or report filed for the purpose of amending such
          description.

     Additionally, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment hereto which
indicates that all of the shares of Common Stock offered hereby have been sold
or which deregisters all such shares then remaining unsold, shall be deemed to
be incorporated by reference herein and to be part hereof from the date of
filing of such documents.

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

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the Common Stock offered hereby (through options under the
Plan) has been passed upon by Powell, Goldstein, Frazer & Murphy LLP, Atlanta,
Georgia.

ITEM 6. IDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's articles of incorporation ("Charter") require the Company, to
the fullest extent permitted or required by the Florida Business Corporation Act
("Florida Act"), to indemnify its directors

                                       1
<PAGE>

and officers against any and all liabilities incurred by reason of the fact that
such person was or is a director or officer of the Company or was serving at the
request of the Company in the same or a similar capacity for any other
corporation, partnership or other entity. Generally, the Florida Act permits
indemnification of a director or officer upon a determination that 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. The right to indemnification granted in the Charter is not
exclusive of any other rights to indemnification against liabilities or the
advancement of expenses to which a director or officer may be entitled under any
written agreement, Board resolution, vote of shareholders, the Florida Act or
otherwise.

     The Company has also entered into agreements with each of its current
directors and executive officers pursuant to which it is obligated to indemnify
those persons to the fullest extent authorized by law and to advance payments to
cover defense costs against an unsecured obligation to repay such advances if it
is ultimately determined that the recipient of the advance is not entitled to
indemnification. No indemnification or advancement of expenses would be made (a)
if a final adjudication established that the actions or omissions were material
to the cause of action so adjudicated and constitute: (i) a violation of
criminal law (unless the indemnitee had reasonable cause to believe that his
actions were lawful or had no reasonable cause to believe his conduct was
unlawful); (ii) a transaction from which the indemnitee derived an improper
personal benefit; (iii) an unlawful distribution or dividend under the Florida
Act; or (iv) willful misconduct or a conscious disregard for the just interests
of the Company in a derivative or shareholder action; (b) for liability under
Section 16(b) of the Exchange Act, or (c) if a final decision by a court having
jurisdiction in the matter determined that indemnification was not lawful.

     At present, the Company is not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or agent of the
Company in which indemnification would be required or permitted under the
Charter, the indemnification agreements or Florida law.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, enforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company undertakes, unless in the opinion of
its counsel the matter has been settled by controlling precedent, to submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and agrees to be
governed by the final adjudication of such issue.

ITEM 8. EXHIBITS

     3.1   Articles of Incorporation of the registrant (filed as Exhibit 3.1 to
           the Registrant's Registration Statement on Form S-1 (No. 333-22933)
           and incorporated herein by reference)

     3.2   Bylaws of the registrant (filed as Exhibit 3.2 to the Registrant's
           Registration Statement on Form S-1 (No. 333-22933) and incorporated
           herein by reference)

     4.1   Staff Leasing, Inc. Employee Stock Purchase Plan

     5.1   Opinion of Powell, Goldstein, Frazer & Murphy LLP

                                       2
<PAGE>

     23.1  Consent of Deloitte & Touche LLP

     23.2  Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
           Exhibit 5.1)

     24.1  Powers of Attorney (Page II-4)

ITEM 9. UNDERTAKINGS

     The Company hereby undertakes:

     (1)   to file, during any period in which offers or sales of the Common
           Stock 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, as amended (the "Securities Act");
           (ii) to reflect in the prospectus any facts or events arising after
           the effective date of the registration statement (or the most recent
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set
           forth in the registration statement; (iii) to include any material
           information with respect to the plan of distribution not previously
           disclosed in the registration statement or any material change to
           such information in the registration statement; provided that if the
           information required in clauses (i) and (ii) above to be included in
           a post-effective amendment hereto is contained in one or more
           periodic reports filed by the registrant pursuant to Section 13 or
           Section 15(d) of the Securities Exchange Act of 1934, no post-
           effective amendment hereto shall be required.

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

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

     Additionally, the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person 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
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       3
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that is 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 filed on its behalf by the undersigned, thereunto duly
authorized, in the city of Bradenton, state of Florida, on the 29th day of June,
2001.

                                      STAFF LEASING, INC.

                                      By: /s/ John E. Panning
                                          --------------------------------------
                                         Name: John E. Panning
                                               ---------------------------------
                                         Title: Chief Financial Officer
                                                --------------------------------

     Each person whose signature appears below hereby constitutes and appoints
John E. Panning as their true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for and in the name, place and stead
of the undersigned, 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, and hereby grants to
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact and agent, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
            SIGNATURE/DATE                                TITLE
<S>                                      <C>

/s/ Michael K. Phippen                   Chairman of the Board and Chief Executive
----------------------------------
Michael K. Phippen                       Officer and Director
Date: 6/28/01                            (a principal executive officer)

/s/ John E. Panning                      Chief Financial Officer and Director
----------------------------------
John E. Panning                          (principal financial and accounting officer)
Date: 6/28/01

/s/ George B. Beitzel                    Director
----------------------------------
George B. Beitzel
Date: 6/19/01

/s/ Jonathan N. Kagan                    Director
----------------------------------
Jonathan H. Kagan
Date: 6/18/01

/s/ Charles S. Craig                     Director
----------------------------------
Charles S. Craig
Date: 6/28/01

/s/ Elliot B. Ross                       Director
----------------------------------
Elliot B. Ross
Date: 6/19/01
</TABLE>

                                       4
<PAGE>

                                 EXHIBIT INDEX


Exhibit
Number                                    Description

3.1                Articles of Incorporation of the registrant (filed as Exhibit
                   3.1 to the Registrant's Registration Statement on Form S-1
                   (No. 333-22933) and incorporated herein by reference

3.2                Bylaws of the registrant (filed as Exhibit 3.2) to the
                   Registrant's Registration Statement on Form S-1 (No. 333-
                   22933) and incorporated herein by reference)

4.1                Staff Leasing, Inc. Employee Stock Purchase Plan

5.1                Opinion of Powell, Goldstein, Frazer & Murphy LLP

23.1               Consent of Deloitte & Touche LLP

23.2               Consent of Powell, Goldstein, Frazer & Murphy LLP (included
                   in Exhibit 5.1)

24.1               Powers of Attorney (Page II-4)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 18269}]
{"company-data": {"conformed-name": "STAFF LEASING INC", "cik": "0001035185", "assigned-sic": "8741", "irs-number": "650735612", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64242", "film-number": "1672681"}, "business-address": {"street1": "600 301 BLVD W", "street2": "STE 202", "city": "BRADENTON", "state": "FL", "zip": "34205", "phone": "9417484340"}, "mail-address": {"street1": "600 301 BLVD W", "street2": "STE 202", "city": "BRADENTON", "state": "FL", "zip": "34205"}}
As filed with the Securities and Exchange Commission on June 29, 2001

                                            Registration No. 333-_______________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                              STAFF LEASING, INC.
              (Exact name of issuer as specified in its charter)

           FLORIDA                                         65-0735612

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

                       600 301 Boulevard West, Suite 202
                           Bradenton, Florida 34205
                   (Address of principal executive offices)

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

                              STAFF LEASING, INC.

                         EMPLOYEE STOCK PURCHASE PLAN

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

                              Gregory M. Nichols
          Senior Vice President, Human Resources and General Counsel
                              Staff Leasing, Inc.
                       600 301 Boulevard West, Suite 202
                           Bradenton, Florida 34205
                                (941) 748-4540
           (Name, address and telephone number of agent for service)

                                   COPY TO:

                            G. William Speer, Esq.
                    Powell, Goldstein, Frazer & Murphy LLP
                      191 Peachtree St., N.E., 16/th/ Floor
                            Atlanta, Georgia  30303
                                (404) 572-6722

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

                        CALCULATION OF REGISTRATION FEE
Proposed               Proposed
                                                     Maximum                Maximum
                             Amount                  Offering               Aggregate            Amount of
Title of Securities          Being                   Price Per              Offering            Registration
 Being Registered         Registered(1)              Share(2)                Price                 Fee (2)
Common Stock
$.01 par value              350,000                  $3.785                 $1,324,750              $331.00
(1)    This registration statement also covers such indeterminable number of
       additional shares as may become issuable to prevent dilution in the event
       of a stock split, stock dividend, reclassification or other similar
       transaction pursuant to the terms of the Plan.

(2)    This calculation is made pursuant to Rule 457(h) under the Securities Act
       1933, as amended, solely for the purpose of determining the amount of the
       registration fee and is based upon the average of the high and low prices
       of the registrant's Common Stock on June 28, 2001.
PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the items incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents which have been filed with the Securities and
Exchange Commission are incorporated herein by reference as of their respective
dates and are a part hereof:

     (a)  The Annual Report on Form 10-K of Staff Leasing, Inc. (the "Company")
          for the year ended December 31, 2000;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2001;

     (c)  The description of the Common Stock contained in the Company's
          Registration Statement on Form 8-A filed June 13, 1997 and in any
          amendment or report filed for the purpose of amending such
          description.

     Additionally, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment hereto which
indicates that all of the shares of Common Stock offered hereby have been sold
or which deregisters all such shares then remaining unsold, shall be deemed to
be incorporated by reference herein and to be part hereof from the date of
filing of such documents.

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

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the Common Stock offered hereby (through options under the
Plan) has been passed upon by Powell, Goldstein, Frazer & Murphy LLP, Atlanta,
Georgia.

ITEM 6. IDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's articles of incorporation ("Charter") require the Company, to
the fullest extent permitted or required by the Florida Business Corporation Act
("Florida Act"), to indemnify its directors

                                       1
and officers against any and all liabilities incurred by reason of the fact that
such person was or is a director or officer of the Company or was serving at the
request of the Company in the same or a similar capacity for any other
corporation, partnership or other entity. Generally, the Florida Act permits
indemnification of a director or officer upon a determination that 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. The right to indemnification granted in the Charter is not
exclusive of any other rights to indemnification against liabilities or the
advancement of expenses to which a director or officer may be entitled under any
written agreement, Board resolution, vote of shareholders, the Florida Act or
otherwise.

     The Company has also entered into agreements with each of its current
directors and executive officers pursuant to which it is obligated to indemnify
those persons to the fullest extent authorized by law and to advance payments to
cover defense costs against an unsecured obligation to repay such advances if it
is ultimately determined that the recipient of the advance is not entitled to
indemnification. No indemnification or advancement of expenses would be made (a)
if a final adjudication established that the actions or omissions were material
to the cause of action so adjudicated and constitute: (i) a violation of
criminal law (unless the indemnitee had reasonable cause to believe that his
actions were lawful or had no reasonable cause to believe his conduct was
unlawful); (ii) a transaction from which the indemnitee derived an improper
personal benefit; (iii) an unlawful distribution or dividend under the Florida
Act; or (iv) willful misconduct or a conscious disregard for the just interests
of the Company in a derivative or shareholder action; (b) for liability under
Section 16(b) of the Exchange Act, or (c) if a final decision by a court having
jurisdiction in the matter determined that indemnification was not lawful.

     At present, the Company is not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or agent of the
Company in which indemnification would be required or permitted under the
Charter, the indemnification agreements or Florida law.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, enforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company undertakes, unless in the opinion of
its counsel the matter has been settled by controlling precedent, to submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and agrees to be
governed by the final adjudication of such issue.

ITEM 8. EXHIBITS

     3.1   Articles of Incorporation of the registrant (filed as Exhibit 3.1 to
           the Registrant's Registration Statement on Form S-1 (No. 333-22933)
           and incorporated herein by reference)

     3.2   Bylaws of the registrant (filed as Exhibit 3.2 to the Registrant's
           Registration Statement on Form S-1 (No. 333-22933) and incorporated
           herein by reference)

     4.1   Staff Leasing, Inc. Employee Stock Purchase Plan

     5.1   Opinion of Powell, Goldstein, Frazer & Murphy LLP

                                       2
23.1  Consent of Deloitte & Touche LLP

     23.2  Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
           Exhibit 5.1)

     24.1  Powers of Attorney (Page II-4)

ITEM 9. UNDERTAKINGS

     The Company hereby undertakes:

     (1)   to file, during any period in which offers or sales of the Common
           Stock 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, as amended (the "Securities Act");
           (ii) to reflect in the prospectus any facts or events arising after
           the effective date of the registration statement (or the most recent
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set
           forth in the registration statement; (iii) to include any material
           information with respect to the plan of distribution not previously
           disclosed in the registration statement or any material change to
           such information in the registration statement; provided that if the
           information required in clauses (i) and (ii) above to be included in
           a post-effective amendment hereto is contained in one or more
           periodic reports filed by the registrant pursuant to Section 13 or
           Section 15(d) of the Securities Exchange Act of 1934, no post-
           effective amendment hereto shall be required.

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

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

     Additionally, the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person 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
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that is 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 filed on its behalf by the undersigned, thereunto duly
authorized, in the city of Bradenton, state of Florida, on the 29th day of June,
2001.

                                      STAFF LEASING, INC.

                                      By: /s/ John E. Panning
                                          --------------------------------------
                                         Name: John E. Panning
                                               ---------------------------------
                                         Title: Chief Financial Officer
                                                --------------------------------

     Each person whose signature appears below hereby constitutes and appoints
John E. Panning as their true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for and in the name, place and stead
of the undersigned, 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, and hereby grants to
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact and agent, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE/DATE                                TITLE
/s/ Michael K. Phippen                   Chairman of the Board and Chief Executive
----------------------------------
Michael K. Phippen                       Officer and Director
Date: 6/28/01                            (a principal executive officer)

/s/ John E. Panning                      Chief Financial Officer and Director
----------------------------------
John E. Panning                          (principal financial and accounting officer)
Date: 6/28/01

/s/ George B. Beitzel                    Director
----------------------------------
George B. Beitzel
Date: 6/19/01

/s/ Jonathan N. Kagan                    Director
----------------------------------
Jonathan H. Kagan
Date: 6/18/01

/s/ Charles S. Craig                     Director
----------------------------------
Charles S. Craig
Date: 6/28/01

/s/ Elliot B. Ross                       Director
----------------------------------
Elliot B. Ross
Date: 6/19/01
4
EXHIBIT INDEX

Exhibit
Number                                    Description

3.1                Articles of Incorporation of the registrant (filed as Exhibit
                   3.1 to the Registrant's Registration Statement on Form S-1
                   (No. 333-22933) and incorporated herein by reference

3.2                Bylaws of the registrant (filed as Exhibit 3.2) to the
                   Registrant's Registration Statement on Form S-1 (No. 333-
                   22933) and incorporated herein by reference)

4.1                Staff Leasing, Inc. Employee Stock Purchase Plan

5.1                Opinion of Powell, Goldstein, Frazer & Murphy LLP

23.1               Consent of Deloitte & Touche LLP

23.2               Consent of Powell, Goldstein, Frazer & Murphy LLP (included
                   in Exhibit 5.1)

24.1               Powers of Attorney (Page II-4)