As filed with the Securities and Exchange Commission on July 1, 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 its charter)

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

               One Independent Drive, Jacksonville, Florida 32202
          (Address of principal executive office, including zip code)

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

                               ACTIUM TOOLS, INC.
                          1996 EQUITY COMPENSATION PLAN

                               ACTIUM TOOLS, INC.
                             1997 STOCK OPTION PLAN

                            ACTIUM TECHNOLOGIES, INC.
                          1996 EQUITY COMPENSATION PLAN

                            ACTIUM TECHNOLOGIES, INC.
                             1997 STOCK OPTION PLAN
                              (Full title of plans)

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

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

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

                                   Copies to:
                            Pamela K. Phillips, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                        50 North Laura Street, Suite 2800
                           Jacksonville, Florida 32202
                                 (904) 354-8000

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

<TABLE>
                                       CALCULATION OF REGISTRATION FEE

<CAPTION>
Title of each class                      Proposed          Proposed maximum
of securities to be   Amount to be   maximum offering    aggregate offering      Amount of
    registered         registered*   price per share**         price**        registration fee
-------------------   ------------   -----------------   ------------------   ----------------
<S>                      <C>            <C>                   <C>                  <C>   
Common Stock,            312,000        $30.96875             $9,662,250           $2,851
$.01 par value per       shares
share
</TABLE>

*In addition,  pursuant to Rule 416(a) under the  Securities  Act of 1933,  this
registration  statement also covers any  additional  securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

**Determined  on the basis of the average of the high and low sale price on June
25, 1998, solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents,  which have  heretofore  been filed by AccuStaff,
Inc.  (the  "Company")   with  the  Securities  and  Exchange   Commission  (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  are hereby  incorporated  by reference  in this  Registration
Statement:

     1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 1997.

     2. The  Company's  Quarterly  Report on Form 10-Q for the fiscal year ended
March 31, 1998.

     3. The Company's Current Report on Form 8-K dated June 8, 1998.

     4. The description of the Company's Common Stock contained in the Company's
Registration  Statement on Form 8-A filed pursuant to 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 Company pursuant to Section
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 5.   Interests of Named Experts and Counsel.

     The  legality of the shares of Common  Stock of the Company  will be passed
upon for the Company by LeBoeuf, Lamb, Greene & MacRae, L.L.P.

Item 6.   Indemnification of  Directors and Officers.

     Article 10 of the Bylaws of the Company require the Company, 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 Company.

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

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

     Section  607.0850(2)  of the FBCA empowers a  corporation  to indemnify any
person  who  was or is a  party  to any  proceeding  by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted in any of the  capacities  set forth in the  preceding  paragraph,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors,  the estimated  expenses of litigating the proceeding
to conclusion,  actually and reasonably  incurred in connection with the defense
or settlement of such  proceeding,  including any appeal thereof,  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 indemnify for such expenses as 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 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 subsection (1)
or subsection (2) of Section  607.0850,  unless pursuant to a determination 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  subsection  (1) or  subsection  (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 the committee prescribed in paragraph (b); or

         (2)  if a quorum of directors  cannot be obtained  under paragraph (a),
and  the committee  cannot be  designated  under  paragraph  (b),  selected 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.

     Section  607.0850(6)  provides  that  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 or
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 such  offices.  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,  or
omissions  to act,  were  material  to the cause of action  so  adjudicated  and
constitute  (a) a violation of the 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) a
transaction  from which the  director,  officer,  employee  or agent  derived an
improper personal benefit,  (c) in the case of a director,  a circumstance where
the liability  provisions of Section  607.0834 of the FBCA (relating to unlawful
distributions)  are  applicable,  or  (d)  willful  misconduct  or  a  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 the right of a shareholder.

Item 8.   Exhibits.

     Exhibit No.

     *4(a) Articles of  Incorporation of the Company, as amended.  (Incorporated
           herein by reference to Exhibit 3.1 to the  Company's Annual Report on
           Form 10-K for the year ended December 31, 1995.)

     *4(b) Bylaws of the Company, as amended.  (Incorporated herein by reference
           to Exhibit 3.2 to the  Company's  Annual  Report on Form 10-K for the
           year ended December 31, 1996.)

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

     23(a) Consent of Coopers & Lybrand L.L.P.

     23(b) Consent  of  LeBoeuf,  Lamb,  Greene  &  MacRae,  L.L.P. (included in
           Exhibit 5)

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

--------------------
*Incorporated herein by reference.

Item 9.   Undertakings.

     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;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and 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  Securities  and
Exchange Commission by the Registrant pursuant to section 13 or section 15(d) of
the  Exchange  Act,  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.

     (4) 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 Exchange Act (and, where  applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to 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
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant  to  the  provisions  described  under  Item  6  above,  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.


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  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
attorney-in-fact  and agent, 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 and 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.


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 the 30th day
of June, 1998.

                                   ACCUSTAFF INCORPORATED


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


     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                       Title                             Date
---------                       -----                             ----


/s/ Derek E. Dewan              Chairman of the Board,            June 30, 1998
----------------------------    Chief Executive Officer,
Derek E. Dewan                  President and Director
                                (principal executive officer)


/s/ Michael D. Abney            Senior Vice President,            June 30, 1998
----------------------------    Chief Financial Officer,
Michael D. Abney                Secretary, Treasurer and
                                Director (principal financial
                                director)


/s/ Robert P. Crouch            Vice President and Controller     June 30, 1998
----------------------------    (principal accounting officer)
Robert P. Crouch


/s/ John K. Anderson, Jr.       Director                          June 30, 1998
----------------------------
John K. Anderson, Jr.


/s/ T. Wayne Davis              Director                          June 30, 1998
----------------------------
T. Wayne Davis


/s/ Daniel M. Doyle             Director                          June 30, 1998
----------------------------
Daniel M. Doyle


/s/ Peter J. Tanous             Director                          June 30, 1998
----------------------------
Peter J. Tanous


                                  EXHIBIT INDEX

Exhibit
  No.                                                                   Page No.
-------                                                                 --------

 *4(a)    Articles of Incorporation of the Company, as amended.
          (Incorporated by reference to Exhibit 3.1 to the Company's
          Annual Report on Form 10-K for the year ended
          December 31, 1995.)

 *4(b)    Bylaws of the Company, as amended.  (Incorporated herein
          by reference to Exhibit 3.2 to the Company's Annual
          Report on Form 10-K for the year ended December 31, 1996.)

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

 23(a)    Consent of Coopers & Lybrand L.L.P.

 23(b)    Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
          (included in Exhibit 5)

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

-----------------------------
*Incorporated herein by reference
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22334}]
{"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": "333-58261", "film-number": "98658972"}, "business-address": {"street1": "1 INDEPENDENT DR", "city": "JACKSONVILLE", "state": "FL", "zip": "32202", "phone": "9043602000"}, "mail-address": {"street1": "1 INDEPENDENT DR", "city": "JACKSONVILLE", "state": "FL", "zip": "32202"}}
As filed with the Securities and Exchange Commission on July 1, 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 its charter)

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

               One Independent Drive, Jacksonville, Florida 32202
          (Address of principal executive office, including zip code)

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

                               ACTIUM TOOLS, INC.
                          1996 EQUITY COMPENSATION PLAN

                               ACTIUM TOOLS, INC.
                             1997 STOCK OPTION PLAN

                            ACTIUM TECHNOLOGIES, INC.
                          1996 EQUITY COMPENSATION PLAN

                            ACTIUM TECHNOLOGIES, INC.
                             1997 STOCK OPTION PLAN
                              (Full title of plans)

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

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

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

                                   Copies to:
                            Pamela K. Phillips, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                        50 North Laura Street, Suite 2800
                           Jacksonville, Florida 32202
                                 (904) 354-8000

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

                                       CALCULATION OF REGISTRATION FEE
Title of each class                      Proposed          Proposed maximum
of securities to be   Amount to be   maximum offering    aggregate offering      Amount of
    registered         registered*   price per share**         price**        registration fee
-------------------   ------------   -----------------   ------------------   ----------------
Common Stock,            312,000        $30.96875             $9,662,250           $2,851
$.01 par value per       shares
share
*In addition,  pursuant to Rule 416(a) under the  Securities  Act of 1933,  this
registration  statement also covers any  additional  securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

**Determined  on the basis of the average of the high and low sale price on June
25, 1998, solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents,  which have  heretofore  been filed by AccuStaff,
Inc.  (the  "Company")   with  the  Securities  and  Exchange   Commission  (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  are hereby  incorporated  by reference  in this  Registration
Statement:

     1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 1997.

     2. The  Company's  Quarterly  Report on Form 10-Q for the fiscal year ended
March 31, 1998.

     3. The Company's Current Report on Form 8-K dated June 8, 1998.

     4. The description of the Company's Common Stock contained in the Company's
Registration  Statement on Form 8-A filed pursuant to 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 Company pursuant to Section
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 5.   Interests of Named Experts and Counsel.

     The  legality of the shares of Common  Stock of the Company  will be passed
upon for the Company by LeBoeuf, Lamb, Greene & MacRae, L.L.P.

Item 6.   Indemnification of  Directors and Officers.

     Article 10 of the Bylaws of the Company require the Company, 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 Company.

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

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

     Section  607.0850(2)  of the FBCA empowers a  corporation  to indemnify any
person  who  was or is a  party  to any  proceeding  by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted in any of the  capacities  set forth in the  preceding  paragraph,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors,  the estimated  expenses of litigating the proceeding
to conclusion,  actually and reasonably  incurred in connection with the defense
or settlement of such  proceeding,  including any appeal thereof,  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 indemnify for such expenses as 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 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 subsection (1)
or subsection (2) of Section  607.0850,  unless pursuant to a determination 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  subsection  (1) or  subsection  (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 the committee prescribed in paragraph (b); or

         (2)  if a quorum of directors  cannot be obtained  under paragraph (a),
and  the committee  cannot be  designated  under  paragraph  (b),  selected 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.

     Section  607.0850(6)  provides  that  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 or
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 such  offices.  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,  or
omissions  to act,  were  material  to the cause of action  so  adjudicated  and
constitute  (a) a violation of the 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) a
transaction  from which the  director,  officer,  employee  or agent  derived an
improper personal benefit,  (c) in the case of a director,  a circumstance where
the liability  provisions of Section  607.0834 of the FBCA (relating to unlawful
distributions)  are  applicable,  or  (d)  willful  misconduct  or  a  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 the right of a shareholder.

Item 8.   Exhibits.

     Exhibit No.

     *4(a) Articles of  Incorporation of the Company, as amended.  (Incorporated
           herein by reference to Exhibit 3.1 to the  Company's Annual Report on
           Form 10-K for the year ended December 31, 1995.)

     *4(b) Bylaws of the Company, as amended.  (Incorporated herein by reference
           to Exhibit 3.2 to the  Company's  Annual  Report on Form 10-K for the
           year ended December 31, 1996.)

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

     23(a) Consent of Coopers & Lybrand L.L.P.

     23(b) Consent  of  LeBoeuf,  Lamb,  Greene  &  MacRae,  L.L.P. (included in
           Exhibit 5)

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

--------------------
*Incorporated herein by reference.

Item 9.   Undertakings.

     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;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and 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  Securities  and
Exchange Commission by the Registrant pursuant to section 13 or section 15(d) of
the  Exchange  Act,  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.

     (4) 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 Exchange Act (and, where  applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to 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
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant  to  the  provisions  described  under  Item  6  above,  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.

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  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
attorney-in-fact  and agent, 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 and 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.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 the 30th day
of June, 1998.

                                   ACCUSTAFF INCORPORATED

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

     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                       Title                             Date
---------                       -----                             ----

/s/ Derek E. Dewan              Chairman of the Board,            June 30, 1998
----------------------------    Chief Executive Officer,
Derek E. Dewan                  President and Director
                                (principal executive officer)

/s/ Michael D. Abney            Senior Vice President,            June 30, 1998
----------------------------    Chief Financial Officer,
Michael D. Abney                Secretary, Treasurer and
                                Director (principal financial
                                director)

/s/ Robert P. Crouch            Vice President and Controller     June 30, 1998
----------------------------    (principal accounting officer)
Robert P. Crouch

/s/ John K. Anderson, Jr.       Director                          June 30, 1998
----------------------------
John K. Anderson, Jr.

/s/ T. Wayne Davis              Director                          June 30, 1998
----------------------------
T. Wayne Davis

/s/ Daniel M. Doyle             Director                          June 30, 1998
----------------------------
Daniel M. Doyle

/s/ Peter J. Tanous             Director                          June 30, 1998
----------------------------
Peter J. Tanous

                                  EXHIBIT INDEX

Exhibit
  No.                                                                   Page No.
-------                                                                 --------

 *4(a)    Articles of Incorporation of the Company, as amended.
          (Incorporated by reference to Exhibit 3.1 to the Company's
          Annual Report on Form 10-K for the year ended
          December 31, 1995.)

 *4(b)    Bylaws of the Company, as amended.  (Incorporated herein
          by reference to Exhibit 3.2 to the Company's Annual
          Report on Form 10-K for the year ended December 31, 1996.)

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

 23(a)    Consent of Coopers & Lybrand L.L.P.

 23(b)    Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
          (included in Exhibit 5)

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

-----------------------------
*Incorporated herein by reference