As filed with the Securities and Exchange Commission on December 30, 1998
                                                    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 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)

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

                              AMENDED AND RESTATED
                         1995 STOCK COMPENSATION PLAN OF
                            CONSULTING PARTNERS, INC.
                              (Full title of plan)

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

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

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

                                   Copies to:
                                Michael B. Kirwan
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                        50 North Laura Street, Suite 2800
                           Jacksonville, Florida 32202
                                 (904) 354-8000

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


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<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,                    30,356                 $13.84                  $420,127.04              $116.79
$.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  prices on
December 28, 1998,  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h) under the Securities Act of 1933.



<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,  which  have  heretofore  been  filed  by  Modis
Professional  Services,  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:

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

     2. The  Company's  Quarterly  Reports on Form 10-Q and Form  10-Q/A for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998.

     3. The Company's  Current  Reports on Form 8-K and Form 8-K/A dated October
1, 1998 and November 12, 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 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.


                                      II-1

<PAGE>



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.

     The Company's Articles of Incorporation limit or eliminate the liability of
the Company's  directors or officers to the Company or its  shareholders for any
monetary  damages to the full extent  permitted  under the FBCA.  The  Company's
Articles of  Incorporation  also  require the Company to indemnify a director or
officer of the Company 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 Company 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 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.


                                      II-2

<PAGE>



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

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

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

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

     (c) by independent legal counsel:

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

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

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

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

     Section 607.0850(7) of the FBCA states that indemnification and advancement
of expenses are not  exclusive  and empowers the  corporation  to make any other
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

                                      II-3

<PAGE>



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  Company  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.

Item 8.   Exhibits.

         Exhibit No.

         4(a)     Articles of Incorporation,  as amended (incorporated herein by
                  reference to Exhibit 3 to the  Company's  Quarterly  Report on
                  Form 10-Q for the quarter ended September 30, 1998).

         4(b)     Amended and Restated Bylaws  (incorporated herein by reference
                  to Exhibit 3.1 to the Company's  Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1998).

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

         23(a)    Consent of PricewaterhouseCoopers LLP

         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)

                                      II-4

<PAGE>



Item 9.   Undertakings.

     The undersigned Company 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 Company  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  Company'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
Company pursuant to the provisions

                                      II-5

<PAGE>



described under Item 6 above, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      II-6

<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.

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 29th day of
December, 1998.

                                               MODIS PROFESSIONAL SERVICES, INC.


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

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on December 29, 1998.

            Signature                               Title

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

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

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


                                      II-7

<PAGE>



/s/ John K. Anderson, Jr.
----------------------------------  Director
John K. Anderson, Jr.


----------------------------------  Director
T. Wayne Davis

/s/ Daniel M. Doyle
----------------------------------  Director
Daniel M. Doyle

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



                                      II-8

<PAGE>



                                  EXHIBIT INDEX

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

 4(a)    Articles of Incorporation, as amended (incorporated by reference
         to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for
         the quarter ended September 30, 1998).

 4(b)    Amended and Restated Bylaws  (incorporated  herein by reference
         to Exhibit 3.1 to the Company's  Quarterly  Report on Form 10-Q
         for the quarter ended June 30, 1998).

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

 23(a)   Consent of PricewaterhouseCoopers LLP.

 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)



                                      II-9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25189}]
{"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": "333-69915", "film-number": "98778329"}, "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 December 30, 1998
                                                    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 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)

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

                              AMENDED AND RESTATED
                         1995 STOCK COMPENSATION PLAN OF
                            CONSULTING PARTNERS, INC.
                              (Full title of plan)

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

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

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

                                   Copies to:
                                Michael B. Kirwan
                     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,                    30,356                 $13.84                  $420,127.04              $116.79
$.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  prices on
December 28, 1998,  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h) under the Securities Act of 1933.
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,  which  have  heretofore  been  filed  by  Modis
Professional  Services,  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:

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

     2. The  Company's  Quarterly  Reports on Form 10-Q and Form  10-Q/A for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998.

     3. The Company's  Current  Reports on Form 8-K and Form 8-K/A dated October
1, 1998 and November 12, 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 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

                                      II-1
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.

     The Company's Articles of Incorporation limit or eliminate the liability of
the Company's  directors or officers to the Company or its  shareholders for any
monetary  damages to the full extent  permitted  under the FBCA.  The  Company's
Articles of  Incorporation  also  require the Company to indemnify a director or
officer of the Company 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 Company 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 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.

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

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

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

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

     (c) by independent legal counsel:

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

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

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

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

     Section 607.0850(7) of the FBCA states that indemnification and advancement
of expenses are not  exclusive  and empowers the  corporation  to make any other
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

                                      II-3
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  Company  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.

Item 8.   Exhibits.

         Exhibit No.

         4(a)     Articles of Incorporation,  as amended (incorporated herein by
                  reference to Exhibit 3 to the  Company's  Quarterly  Report on
                  Form 10-Q for the quarter ended September 30, 1998).

         4(b)     Amended and Restated Bylaws  (incorporated herein by reference
                  to Exhibit 3.1 to the Company's  Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1998).

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

         23(a)    Consent of PricewaterhouseCoopers LLP

         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)

                                      II-4
Item 9.   Undertakings.

     The undersigned Company 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 Company  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  Company'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
Company pursuant to the provisions

                                      II-5
described under Item 6 above, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-6
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.

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 29th day of
December, 1998.

                                               MODIS PROFESSIONAL SERVICES, INC.

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

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on December 29, 1998.

            Signature                               Title

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

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

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

                                      II-7
/s/ John K. Anderson, Jr.
----------------------------------  Director
John K. Anderson, Jr.

----------------------------------  Director
T. Wayne Davis

/s/ Daniel M. Doyle
----------------------------------  Director
Daniel M. Doyle

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

                                      II-8
EXHIBIT INDEX

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

 4(a)    Articles of Incorporation, as amended (incorporated by reference
         to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for
         the quarter ended September 30, 1998).

 4(b)    Amended and Restated Bylaws  (incorporated  herein by reference
         to Exhibit 3.1 to the Company's  Quarterly  Report on Form 10-Q
         for the quarter ended June 30, 1998).

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

 23(a)   Consent of PricewaterhouseCoopers LLP.

 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)

                                      II-9