As filed with the Securities and Exchange Commission on October 1, 1999
                          Registration No. 333-_______
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                        MODIS PROFESSIONAL SERVICES, INC.
               (Exact name of registrant as specified in charter)


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

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

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

                        MODIS PROFESSIONAL SERVICES, INC.
                             RETIREMENT SAVING PLAN

                        MODIS PROFESSIONAL SERVICES, INC.
                              EXECUTIVE OPTION PLAN
                              (Full title of plans)

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

         Marc M. Mayo, Esq.                             Copies to:
  Senior Vice President, Secretary               Pamela K. Phillips, Esq.
        and General Counsel               LeBoeuf, Lamb, Greene & MacRae, L.L.P.
       One Independent Drive                    50 N. Laura St., Suite 2800
    Jacksonville, Florida 32202                   Jacksonville, FL 32202
            904-360-2000                               904- 354-8000
(Name, address, including zip code,
and telephone number, including area
    code, of agent for service)

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

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
                                                            Proposed
                                                             maximum             Proposed
                                        Amount              aggregate            maximum            Amount of
    Title of Shares                      to be           offering price         aggregate          registration
    to be registered                  registered          per Share (1)     offering price (1)         fee
---------------------------------------------------------------------------------------------------------------
<S>                                <C>                       <C>               <C>                    <C>
Common Stock                       1,450,000 shares          $13.69            $19,850,000            $5,156
$.01 par value per share
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated  solely for purposes of  determining  the  registration  fee. This
amount,  calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities  Act"), was based on the average high and low prices of
the common  stock of Modis  Professional  Services,  Inc. as reported on the New
York Stock Exchange on September 30, 1999.

(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this  Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Modis  Professional  Services,  Inc.  Retirement  Savings  Plan.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange Commission (the "Commission") are hereby incorporated by reference into
this Registration Statement and are deemed to be a part thereof from the date of
the filing of such documents:

     (a) The  Company's  Annual  Report on Form 10-K, as amended on Form 10-K/A,
for the fiscal year ended December 31, 1998;

     (b) The Modis Professional Services,  Inc. Retirement Savings Plan's Annual
Report on Form 11-K for the year ended December 31, 1998;

     (c) The  Company's  Quarterly  Reports on Form 10-Q for the  quarter  ended
March 31, 1999, and for the quarter ended June 30, 1999; and

     (d)  The  description  of the  Company's  Common  Stock  set  forth  in the
Company's  registration statement filed pursuant to Section 12 of the Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  and any  amendment or
report filed for the purpose of updating any such description.

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

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes  hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that 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 to constitute a part hereof except as so modified or superseded.

Item 4.    Description of Securities

           Not applicable.

<PAGE>

Item 5.    Interests of Named Experts and Counsel

           Not applicable.

Item 6.    Indemnification of Directors and Officers

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

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

     The Registrant's Articles of Incorporation limit or eliminate the liability
of the Registrant's  directors or officers to the Registrant or its shareholders
for any  monetary  damages  to the full  extent  permitted  under the FBCA.  The
Registrant's  Articles of Incorporation also require the Registrant to indemnify
a director or officer of the  Registrant who is or was a party to any proceeding
by reason of the fact that he or she is or was such a director  or officer or is
or was serving at the request of the Registrant as a director, officer, employee
or agent of another corporation,  partnership,  joint venture,  trust,  employee
benefit plan or other profit or non-profit  enterprise  against all  liabilities
and expenses  incurred in the proceeding except such liabilities and expenses as
are incurred  because of his or her willful  misconduct or knowing  violation of
the criminal law.

     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

                                      II-2
<PAGE>

proceeding including appeals, provided that the person acted under the standards
set forth in the preceding  paragraph.  However,  no indemnification may be made
for any claim,  issue or matter as to which such person is adjudged to be liable
unless,  and only to the extent  that,  the court in which such  proceeding  was
brought,  or  any  other  court  of  competent  jurisdiction,   determines  upon
application  that,  despite the adjudication of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses that the court deems proper.

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

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

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

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

     (c) by independent legal counsel:

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

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

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

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

                                      II-3
<PAGE>

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

     Section 607.0850(9) of the FBCA permits any director,  officer, employee or
agent  who is or was a party to a  proceeding  to apply for  indemnification  or
advancement of expenses to any court of competent jurisdiction.

     Section  607.0850(12)  of the FBCA  permits a  corporation  to purchase and
maintain  insurance  for a  director,  officer,  employee  or agent  against any
liability  incurred in his or her official capacity or arising out of his or her
status as such  regardless  of the  corporation's  power to indemnify him or her
against such liability under this section.

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-4
<PAGE>

Item 8.  Exhibits

The following exhibits are filed as part of this Registration Statement:

Exhibit No.                Description

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

10.1          Executive Option Plan

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

23.2          Consent of PricewaterhouseCoopers LLP.

24.1          Power of Attorney (included as part of the signature page hereto).

     The  undersigned  Registrant  hereby  undertakes  that it has submitted the
Modis Professional  Services,  Inc. Retirement Savings Plan (the "Plan") and any
amendments  thereto to the Internal  Revenue Service ("IRS") in a timely manner,
and has made or will make all  changes  required  by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

Item 9.   Undertakings.

A.   Rule 415 Offerings.

     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;

     (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 the  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 and 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 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-5
<PAGE>

provided,  however,  that  paragraphs  (1)(i) and (1)(ii) of this Section 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
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, 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.   Subsequent Documents Incorporated by Reference.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in 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 the initial bona fide
offering thereof.

C.   Indemnification of Officers, Directors and Controlling Persons.

     Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-6
<PAGE>

                                   SIGNATURES

     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 Jacksonville, Florida, on September 30, 1999.

                                     MODIS PROFESSIONAL SERVICES, INC.
                                     (Registrant)


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

                                      II-7
<PAGE>

                                POWER OF ATTORNEY

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

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on September 30, 1999.

Signature                                   Title

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

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

/s/ Robert P.  Crouch              Vice President and Chief Accounting Officer
Robert P. Crouch                   (principal accounting officer)

/s/ John R.  Kennedy               Director
John R.  Kennedy

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

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

                                      II-8
<PAGE>

     The Plans.  Pursuant to the requirements of the Securities Act of 1933, the
Modis  Professional  Services,  Inc.  Retirement  Savings  Plan  and  the  Modis
Professional  Services,  Inc.  Executive  Option  Plan  have  duly  caused  this
Registration  Statement  to be signed on their  behalf by the  undersigned  plan
administrator,  thereunto duly authorized, in the City of Jacksonville, State of
Florida, on September 30, 1999.


                                     Modis Professional Services, Inc.
                                     Retirement Savings Plan and Executive
                                     Option Plan


                                     Modis Professional Services, Inc.
                                     (Plan Administrator)



                                     By: /s/ Robert P.  Crouch
                                     Name:  Robert P. Crouch
                                     Vice President and Chief Accounting
                                     Officer

                                      II-9
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                Description

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

10.1          Executive Option Plan

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

23.2          Consent of PricewaterhouseCoopers LLP.

24.1          Power of Attorney (included as part of the signature page
              hereto).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26352}]
{"company-data": {"conformed-name": "MODIS PROFESSIONAL SERVICES 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": "333-88329", "film-number": "99722113"}, "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"}, "former-company": {"former-conformed-name": "ACCUSTAFF INC", "date-changed": "19940606"}}
As filed with the Securities and Exchange Commission on October 1, 1999
                          Registration No. 333-_______
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                        MODIS PROFESSIONAL SERVICES, INC.
               (Exact name of registrant as specified in charter)

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

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

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

                        MODIS PROFESSIONAL SERVICES, INC.
                             RETIREMENT SAVING PLAN

                        MODIS PROFESSIONAL SERVICES, INC.
                              EXECUTIVE OPTION PLAN
                              (Full title of plans)

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

         Marc M. Mayo, Esq.                             Copies to:
  Senior Vice President, Secretary               Pamela K. Phillips, Esq.
        and General Counsel               LeBoeuf, Lamb, Greene & MacRae, L.L.P.
       One Independent Drive                    50 N. Laura St., Suite 2800
    Jacksonville, Florida 32202                   Jacksonville, FL 32202
            904-360-2000                               904- 354-8000
(Name, address, including zip code,
and telephone number, including area
    code, of agent for service)

                             -----------------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
                                                            Proposed
                                                             maximum             Proposed
                                        Amount              aggregate            maximum            Amount of
    Title of Shares                      to be           offering price         aggregate          registration
    to be registered                  registered          per Share (1)     offering price (1)         fee
---------------------------------------------------------------------------------------------------------------
Common Stock                       1,450,000 shares          $13.69            $19,850,000            $5,156
$.01 par value per share
---------------------------------------------------------------------------------------------------------------
(1) Estimated  solely for purposes of  determining  the  registration  fee. This
amount,  calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities  Act"), was based on the average high and low prices of
the common  stock of Modis  Professional  Services,  Inc. as reported on the New
York Stock Exchange on September 30, 1999.

(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this  Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Modis  Professional  Services,  Inc.  Retirement  Savings  Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange Commission (the "Commission") are hereby incorporated by reference into
this Registration Statement and are deemed to be a part thereof from the date of
the filing of such documents:

     (a) The  Company's  Annual  Report on Form 10-K, as amended on Form 10-K/A,
for the fiscal year ended December 31, 1998;

     (b) The Modis Professional Services,  Inc. Retirement Savings Plan's Annual
Report on Form 11-K for the year ended December 31, 1998;

     (c) The  Company's  Quarterly  Reports on Form 10-Q for the  quarter  ended
March 31, 1999, and for the quarter ended June 30, 1999; and

     (d)  The  description  of the  Company's  Common  Stock  set  forth  in the
Company's  registration statement filed pursuant to Section 12 of the Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  and any  amendment or
report filed for the purpose of updating any such description.

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

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes  hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that 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 to constitute a part hereof except as so modified or superseded.

Item 4.    Description of Securities

           Not applicable.
Item 5.    Interests of Named Experts and Counsel

           Not applicable.

Item 6.    Indemnification of Directors and Officers

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

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

     The Registrant's Articles of Incorporation limit or eliminate the liability
of the Registrant's  directors or officers to the Registrant or its shareholders
for any  monetary  damages  to the full  extent  permitted  under the FBCA.  The
Registrant's  Articles of Incorporation also require the Registrant to indemnify
a director or officer of the  Registrant who is or was a party to any proceeding
by reason of the fact that he or she is or was such a director  or officer or is
or was serving at the request of the Registrant as a director, officer, employee
or agent of another corporation,  partnership,  joint venture,  trust,  employee
benefit plan or other profit or non-profit  enterprise  against all  liabilities
and expenses  incurred in the proceeding except such liabilities and expenses as
are incurred  because of his or her willful  misconduct or knowing  violation of
the criminal law.

     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

                                      II-2
proceeding including appeals, provided that the person acted under the standards
set forth in the preceding  paragraph.  However,  no indemnification may be made
for any claim,  issue or matter as to which such person is adjudged to be liable
unless,  and only to the extent  that,  the court in which such  proceeding  was
brought,  or  any  other  court  of  competent  jurisdiction,   determines  upon
application  that,  despite the adjudication of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses that the court deems proper.

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

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

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

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

     (c) by independent legal counsel:

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

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

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

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

                                      II-3
Section 607.0850(7) of the FBCA states that indemnification and advancement
of expenses are not  exclusive  and empowers the  corporation  to make any other
further  indemnification or advancement of expenses of its directors,  officers,
employees  or  agents  under  any  bylaw,  agreement,  vote of  shareholders  or
disinterested directors or otherwise, for actions in an official capacity and in
other  capacities  while  holding  an  office.  However,  a  corporation  cannot
indemnify  or  advance  expenses  if a  judgment  or  other  final  adjudication
establishes  that the actions of the  director,  officer,  employee or agent (a)
violated  criminal  law,  unless the  director,  officer,  employee or agent had
reasonable  cause to believe his or her conduct was lawful or had no  reasonable
cause to believe  his or her  conduct  was  unlawful,  (b)  derived an  improper
personal  benefit  from  such  transaction,  (c)  was  or  is  a  director  in a
circumstance where the liability under Section 607.0834 of the FBCA (relating to
unlawful  distributions)  applies,  or (d)  engages  in  willful  misconduct  or
conscious disregard for the best interests of the corporation in a proceeding by
or in right of the  corporation  to  procure  a  judgment  in its  favor or in a
proceeding by or in right of a shareholder.

     Section 607.0850(9) of the FBCA permits any director,  officer, employee or
agent  who is or was a party to a  proceeding  to apply for  indemnification  or
advancement of expenses to any court of competent jurisdiction.

     Section  607.0850(12)  of the FBCA  permits a  corporation  to purchase and
maintain  insurance  for a  director,  officer,  employee  or agent  against any
liability  incurred in his or her official capacity or arising out of his or her
status as such  regardless  of the  corporation's  power to indemnify him or her
against such liability under this section.

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-4
Item 8.  Exhibits

The following exhibits are filed as part of this Registration Statement:

Exhibit No.                Description

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

10.1          Executive Option Plan

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

23.2          Consent of PricewaterhouseCoopers LLP.

24.1          Power of Attorney (included as part of the signature page hereto).

     The  undersigned  Registrant  hereby  undertakes  that it has submitted the
Modis Professional  Services,  Inc. Retirement Savings Plan (the "Plan") and any
amendments  thereto to the Internal  Revenue Service ("IRS") in a timely manner,
and has made or will make all  changes  required  by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

Item 9.   Undertakings.

A.   Rule 415 Offerings.

     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;

     (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 the  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 and 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 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-5
provided,  however,  that  paragraphs  (1)(i) and (1)(ii) of this Section 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
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, 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.   Subsequent Documents Incorporated by Reference.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in 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 the initial bona fide
offering thereof.

C.   Indemnification of Officers, Directors and Controlling Persons.

     Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-6
SIGNATURES

     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 Jacksonville, Florida, on September 30, 1999.

                                     MODIS PROFESSIONAL SERVICES, INC.
                                     (Registrant)

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

                                      II-7
POWER OF ATTORNEY

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

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on September 30, 1999.

Signature                                   Title

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

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

/s/ Robert P.  Crouch              Vice President and Chief Accounting Officer
Robert P. Crouch                   (principal accounting officer)

/s/ John R.  Kennedy               Director
John R.  Kennedy

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

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

                                      II-8
The Plans.  Pursuant to the requirements of the Securities Act of 1933, the
Modis  Professional  Services,  Inc.  Retirement  Savings  Plan  and  the  Modis
Professional  Services,  Inc.  Executive  Option  Plan  have  duly  caused  this
Registration  Statement  to be signed on their  behalf by the  undersigned  plan
administrator,  thereunto duly authorized, in the City of Jacksonville, State of
Florida, on September 30, 1999.

                                     Modis Professional Services, Inc.
                                     Retirement Savings Plan and Executive
                                     Option Plan

                                     Modis Professional Services, Inc.
                                     (Plan Administrator)

                                     By: /s/ Robert P.  Crouch
                                     Name:  Robert P. Crouch
                                     Vice President and Chief Accounting
                                     Officer

                                      II-9
EXHIBIT INDEX

Exhibit No.                Description

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

10.1          Executive Option Plan

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

23.2          Consent of PricewaterhouseCoopers LLP.

24.1          Power of Attorney (included as part of the signature page
              hereto).